Payment of Free Hours under the Paid Plan Sample Clauses

Payment of Free Hours under the Paid Plan. (i) When an AOLB/Itau Subscriber elects to be Upsold to a paid plan package (i.e., Upsold Subscribers), the free hours charged to Itau will only include the cost of ports, hosting and taxes, and at AOLB's sole discretion, the costs of member services (call center) and general and administrative expenses (G&A) will either be: (y) passed on to the AOLB/Itau Subscriber in the price of the selected package or (z) absorbed by AOLB. With respect to a price plan package offered to AOLB/Itau Subscribers who are not Upsold Subscribers, Itau will decide how many free hours it will offer to AOLB/Itau Subscribers or how much of a discount it will subsidize. With respect to Upsold Subscribers, upon mutual agreement of AOLB and Itau, the Upsold Subscriber may be charged more in order to reduce the cost burden to Itau or AOLB (to the extent that AOLB absorbs the costs of member services and G&A). Further, AOLB and Itau will equitably adjust the price of packages to Upsold Subscribers in the event of a reduction or increase in the market price of a particular plan(s), as determined by AOLB in its sole discretion. Notwithstanding anything contained herein, AOLB/Itau Subscribers will always have a more advantageous price versus the market and Itau will pay AOLB the following: (A) If the AOLB/Itau Subscriber becomes an Upsold Subscriber of a price plan package other than the unlimited price plan, then the package will be discounted by the number of free hours that Itau is willing to pay ("Itau Free Hours") as follows: Market Price minus (Itau Free Hours as if fully used times Itau hourly cost (excluding member services and G&A costs)) minus (in AOLB's discretion) the member services and G&A costs corresponding to the Itau Free Hours. For example, if Itau offers an AOLB/Itau Subscriber 5 free hours per month for the upsold 10-hour price plan package (priced at R$14,95, where the upsold AOLB/Itau Subscriber will receive 5 free hours and 5 paid hours for the total 10 hours provided under the plan) and the AOLB/Itau Subscriber elects to be so upsold, then (based on the $R0.85 charge per hour to Itau for Upsold Subscribers), the subscriber will pay AOLB R$14,95 - R$4,25 - R$0 (where AOLB elects not to subsidize member services and G&A)=R$10,70 and Itau will pay AOLB the actual number of free hours offered by Itau and used by the AOLB/Itau Subscriber up to 5 hours (i.e., capped at R$4,25), and, in the alternative if AOLB decides to absorb the member services and G&A costs, then th...
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Related to Payment of Free Hours under the Paid Plan

  • Determinations Under Section 3 01. For purposes of determining compliance with the conditions specified in Section 3.01, each Lender shall be deemed to have consented to, approved or accepted or to be satisfied with each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to the Lenders unless an officer of the Agent responsible for the transactions contemplated by this Agreement shall have received notice from such Lender prior to the date that the Borrower, by notice to the Lenders, designates as the proposed Effective Date, specifying its objection thereto. The Agent shall promptly notify the Lenders of the occurrence of the Effective Date.

  • Payments under this Agreement In the event that one party (the “Owing Party”) is required to make a payment to another party (the “Owed Party”) pursuant to this Agreement, then such payments shall be made according to this Section 7.05.

  • Plan Terminations Under Section 409A Notwithstanding anything to the contrary in Section 7.2, if the Company terminates this Agreement in the following circumstances: (a) Upon the Company’s termination and liquidation of the Agreement pursuant to irrevocable action taken within thirty (30) days before, or twelve (12) months after a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company as described in Section 409A(2)(A)(v) of the Code, provided that all distributions are made no later than twelve (12) months following such termination of the Agreement and further provided that all the Company’s arrangements which are substantially similar to the Agreement are terminated so the Executive and all participants in the similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within twelve (12) months of the termination of the arrangements; (b) Upon the Company’s termination and liquidation of the Agreement within twelve (12) months of a corporate dissolution taxed under Section 331 of the Code or with the approval of a bankruptcy court provided that the amounts deferred under the Agreement are included in the Executive’s gross income in the latest of the following years (or, if earlier, the taxable year in which the amount is actually or constructively received): (i) the calendar year in which the Agreement terminates; (ii) the first calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the distribution is administratively practical; or (c) Upon the Company’s termination and liquidation of this and all other non-account balance plans (as referenced in Section 409A of the Code) provided that (i) such action does not occur proximate to a downturn in the financial health of the Company; (ii) all distributions are made no earlier than twelve (12) months and no later than twenty-four (24) months following such termination, and (iii) the Company does not adopt any new non-account balance plans for a minimum of three (3) years following the date of such termination; the Company may distribute the vested Accrual Balance as shown on Schedule A, determined as of the date of the termination of the Agreement, to the Executive in a lump sum subject to the above terms.

  • IMPLICATIONS UNDER THE LISTING RULES As the relevant percentage ratios (as defined under the Listing Rules) in respect of the maximum amount of financial assistance granted to the Borrowers or their associates pursuant to the Loan Agreement exceed 5% but are under 25%, the transaction contemplated thereunder constitutes a discloseable transaction of the Company and is therefore subject to the announcement requirement but exempt from obtaining Shareholders’ approval under Chapter 14 of the Listing Rules.

  • How We Calculate Benefits Under These Rules When this plan is secondary, it may reduce its benefits so that the total benefits paid or provided by all plans are not more than the total allowable expenses. In determining the amount to be paid for any claim, the secondary plan will calculate the benefits it would have paid in the absence of other healthcare coverage and apply that calculated amount to any allowable expense under its plan that is unpaid by the primary plan. The secondary plan may then reduce its payment by the amount so that, when combined with the amount paid by the primary plan, the total benefits paid or provided by all plans for the claim do not exceed the total allowable expense for that claim. In addition, the secondary plan shall credit to its plan deductible any amounts it would have credited to its deductible in the absence of other healthcare coverage.

  • Other Provisions applicable to Adjustments under this Section The following provisions shall be applicable to the making of adjustments of the number of shares of Common Stock for which this Warrant is exercisable and the Warrant Price then in effect provided for in this Section 4:

  • Losses Under the Stated Threshold After the Shared Loss Payment Trigger is reached, not later than fifteen (15) days after the date on which the Receiver receives the Monthly Certificate, the Receiver shall pay to the Assuming Bank, in immediately available funds, an amount equal to eighty percent (80%) of the Monthly Shared-Loss Amount reported on the Monthly Certificate. If the total Monthly Shared-Loss Amount reported on the Monthly Certificate is a negative number, the Assuming Bank shall pay to the Receiver in immediately available funds eighty percent (80%) of that amount.

  • Conditions to Each Party’s Obligations under this Agreement The respective obligations of each party under this Agreement shall be subject to the fulfillment at or prior to the Closing Date of the following conditions, none of which may be waived:

  • Persons Having Rights Under the Agreement Nothing in this Agreement shall give to any person other than the Company, the Warrant Agent and the holders of the Warrant Certificates any right, remedy or claim under or by reason of this Agreement.

  • Determinations Under Section 3.01 For purposes of determining compliance with the conditions specified in Section 3.01, each Lender shall be deemed to have consented to, approved or accepted or to be satisfied with each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to the Lenders unless an officer of the Agent responsible for the transactions contemplated by this Agreement shall have received notice from such Lender prior to the date that the Borrower, by notice to the Lenders, designates as the proposed Effective Date, specifying its objection thereto. The Agent shall promptly notify the Lenders of the occurrence of the Effective Date.

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