Payments to Yahoo Sample Clauses

Payments to Yahoo. Merchant will pay to Yahoo! [*] Service Orders. [*] “Service Order” means an order for one or more Merchant products placed by a user as part of a discrete transaction on the Service. Yahoo! will calculate the fees due to Yahoo! based on the Service Orders that Yahoo! records. Merchant will pay such fees due to Yahoo! on [*] basis within [*] after the date of the invoice that Yahoo! provides to Merchant. Merchant acknowledges and agrees that Yahoo! records are the official, definitive records for the purpose of calculating the fees due to Yahoo! under this Agreement. Yahoo! will permit Merchant, at Merchant’s expense, to retain a reputable, independent certified public accounting firm that is reasonably acceptable to Yahoo! solely for the purpose of reviewing, at a mutually agreed upon time during normal business hours, those Yahoo! records that relate to the calculation of fees due to Yahoo! under this Agreement. Such reviews must not be conducted more often than once every twelve (12) month period of the Term. Prior to any such review, Merchant will require the certified public accounting firm to sign a standard confidentiality agreement approved by Yahoo!, and the results of any such review will be considered Confidential Information. In the event that any review reveals an overpayment of more than [*], Yahoo! will pay the reasonable cost of such review. All fees are payable in U.S. dollars. Late payments will bear interest at the rate of [*] per month (or the highest rate permitted by law, if less). In the event of any failure by Merchant to make payment, Merchant will be responsible for all reasonable expenses (including attorneys’ fees) incurred by Yahoo! in collecting such amounts.

Payments to Yahoo. Merchant will make payments to Yahoo! [*] Service Order basis (the “Service Order Fee”) according to the following schedule on a [*] basis within [*] after the date of the invoice that Yahoo! provides to Merchant, which invoice will describe in reasonable detail Yahoo!’s calculation of the Service Order Fee: [*] [*] A “Service Order” is an order for one or more Merchant products placed by a user on the Merchant Site as it is remotely integrated into Yahoo! Shopping, excluding each order that is placed immediately after the user clicks on an advertising unit placed by Yahoo! according to [*], as recorded by Yahoo!. Yahoo! will calculate the Service Order Fee based on the Service Orders that Yahoo! records. Merchant acknowledges and agrees that Yahoo! records are the official, definitive records for the purpose of calculating the Service Order Fee. [*] Yahoo! shall maintain, during the Term and for a period of 6 months after the expiration or termination of this Agreement, those records and other related materials reasonably necessary for Yahoo! to calculate the Service Order Fee. Yahoo! will permit Merchant, at Merchant’s expense, to retain a reputable, independent certified public accounting firm that is reasonably acceptable to Yahoo! solely for the purposes of reviewing, at a mutually agreed upon time * Material has been omitted pursuant to a request for confidential treatment. during normal business hours, those Yahoo! records that relate to the calculation of Service Order Fee, Merchant will be entitled to invoke this one-time right to review at any time during the Term and for a period of 6 months after the expiration or termination of this Agreement, which review can extend to only those records and other materials relating to Yahoo!’s calculation of the Service Order Fee between the First Extension Effective Date and the date on which the Agreement expires or terminates. Prior to this review, Merchant will require the certified public accounting firm to sign a standard confidentiality agreement approved by Yahoo!, and the results of this review will be considered Confidential Information. In the event that this review reveals an overpayment of more than [*] Service Order Fee by Merchant, Yahoo! will pay the reasonable cost of this review to Merchant within [*] after Merchant makes the results of this review available to Yahoo!. In the event that this review reveals any overpayment of the Service Order Fee by Merchant, Yahoo! either will credit the a...

Payments to Yahoo. Merchant will pay to Yahoo! [***]* of Revenue received by Merchant. "Revenue" means the total net retail amount of sales, [***]*. Merchant will pay such Revenue share amounts quarterly within [***]* days of the end of each quarter and will accompany each payment with a written report certified by an officer of Merchant that includes (a) the total retail dollar amount of sales made via the Service and (b) the calculation of Revenue share due to Yahoo!. Merchant will maintain complete and accurate records in accordance with generally accepted methods of accounting for all such transactions and will allow Yahoo!, at its own expense, to direct an independent certified public accounting firm to inspect and audit such records during normal business hours with written notice to Merchant. Such audits will not be -------- * Confidential treatment has been requested for the bracketed portion. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

Payments to Yahoo. Merchant will pay to Yahoo! [*] of Revenue received by Merchant. "Revenue" means the total net retail amount of sales, excluding shipping, handling, taxes and returns, from users that purchase Merchant products via the Service. Merchant will pay such Revenue share amounts [*] within [*] days of the end of each [*] and will accompany each payment with a written report certified by an officer of Merchant that includes (a) the total retail dollar amount of sales made via the Service and (b) the calculation of Revenue share due to Yahoo!. Merchant will maintain complete and accurate records in accordance with generally accepted methods of accounting for all such transactions and will allow Yahoo!, at its own expense, to direct an independent certified public accounting firm to inspect and audit such records during normal business hours with written notice to Merchant. In the event that any audit reveals an underpayment of more than [*] percent [*], Merchant will pay the reasonable cost of such audit. All fees are payable in U.S. dollars. Late payments will bear interest at the rate of one percent (1%) per month (or the highest rate permitted by law, if less). In the event of any failure by Merchant to make payment, Merchant will be responsible for all reasonable expenses (including attorneys' fees) incurred by Yahoo! in collecting such amounts.

Payments to Yahoo. Merchant will pay to Yahoo! one percent (1%) of Revenue received by Merchant. "Revenue" means the total net retail amount of sales, excluding shipping, handling, taxes, credit card processing fees, fulfillment fees charged by third party suppliers (which will not exceed $3.00 per item without Yahoo!'s prior written consent, which will not be unreasonably withheld), refunds and rebates paid, and any chargebacks for returned or canceled products, from all purchases of Merchant products that are conducted on the Service. Merchant will pay such Revenue share amounts quarterly within fifteen (15) days of the end of each quarter and will accompany each payment with a written report certified by an officer of Merchant that includes (a) the total retail dollar amount of sales made via the Service and (b) the calculation of Revenue share due to Yahoo!. Merchant will maintain complete and accurate records in accordance with generally accepted methods of accounting for all such transactions and will allow Yahoo!, at its own expense, to direct an independent certified public accounting firm to inspect and audit such records during normal business hours with written notice to Merchant. Such audits will not be

Related to Payments to Yahoo

Payments to Owner Section 4.01 Remittances...................................................29 Section 4.02 Statements to Owner...........................................29 Section 4.03 Monthly Advances by Servicer..................................30 Section 4.04 Due Dates Other Than the First of the Month...................30 ARTICLE V
Payments to Agent A payment by the Borrower to the Agent hereunder or any of the other Loan Documents for the account of any Bank shall constitute a payment to such Bank. The Agent agrees promptly to distribute to each Bank such Bank's pro rata share of payments received by the Agent for the account of the Banks except as otherwise expressly provided herein or in any of the other Loan Documents.
Payments to Company Except as provided in Section 3 hereof, after the Trust has become irrevocable, Company shall have no right or power to direct Trustee to return to Company or to divert to others any of the Trust assets before all payment of benefits have been made to Plan participants and their beneficiaries pursuant to the terms of the Plan.
Payments to Recipients The Distributor is authorized under the Plan to pay Recipients (1) distribution assistance fees for rendering distribution assistance in connection with the sale of Shares and/or (2) service fees for rendering administrative support services with respect to Accounts. However, no such payments shall be made to any Recipient for any period in which its Qualified Holdings do not equal or exceed, at the end of such period, the minimum amount (“Minimum Qualified Holdings”), if any, that may be set from time to time by a majority of the Independent Trustees. All fee payments made by the Distributor hereunder are subject to reduction or chargeback so that the aggregate service fee payments and Advance Service Fee Payments do not exceed the limits on payments to Recipients that are, or may be, imposed by the FINRA Rules. The Distributor may make Plan payments to any “affiliated person” (as defined in the 0000 Xxx) of the Distributor if such affiliated person qualifies as a Recipient or retain such payments if the Distributor qualifies as a Recipient.
Payments to Holders No payment shall be made with respect to the principal of, or premium, if any, or interest on the Securities (including, but not limited to, the redemption price with respect to the Securities to be called for redemption in accordance with Article III as provided in the Indenture), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 12.5, if: (i) a default in the payment of principal, premium, interest or other obligations due on any Senior Indebtedness occurs and is continuing (or, in the case of Senior Indebtedness for which there is a period of grace, in the event of such a default that continues beyond the period of grace, if any, specified in the instrument or lease evidencing such Senior Indebtedness), unless and until such default shall have been cured or waived or shall have ceased to exist; or (ii) a default, other than a payment default, on a Designated Senior Indebtedness occurs and is continuing that then permits holders of such Designated Senior Indebtedness to accelerate its maturity and the Trustee receives a notice of the default (a "Payment Blockage Notice") from a Representative or the Company. If the Trustee receives any Payment Blockage Notice pursuant to clause (ii) above, no subsequent Payment Blockage Notice shall be effective for purposes of this Section 12.1 unless and until (A) at least 365 days shall have elapsed since the initial effectiveness of the immediately prior Payment Blockage Notice, and (B) all scheduled payments of principal, premium, if any, and interest on the Securities that have come due have been paid in full in cash. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice. The Company may and shall resume payments on and distributions in respect of the Securities upon the earlier of: (1) the date upon which the default is cured or waived or ceases to exist, or (2) in the case of a default referred to in clause (ii) above, 179 days after notice is received if the maturity of such Designated Senior Indebtedness has not been accelerated, unless this Article XII otherwise prohibits the payment or distribution at the time of such payment or distribution. Upon any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding-up or liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due or to become due upon all Senior Indebtedness shall first be paid in full in cash or other payment satisfactory to the holders of such Senior Indebtedness, or payment thereof in accordance with its terms provided for in cash or other payment satisfactory to the holders of such Senior Indebtedness, before any payment is made on account of the principal of, premium, if any, or interest on the Securities (except payments made pursuant to Article VI from monies deposited with the Trustee pursuant thereto prior to commencement of proceedings for such dissolution, winding-up, liquidation or reorganization); and upon any such dissolution or winding-up or liquidation or reorganization of the Company or bankruptcy, insolvency, receivership or other proceeding, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the Holders of the Securities or the Trustee would be entitled, except for the provision of this Article XII, shall (except as aforesaid) be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the Holders of the Securities or by the Trustee under this Indenture if received by them or it, directly to the holders of Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders, or as otherwise required by law or a court order) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all Senior Indebtedness in full, in cash or other payment satisfactory to the holders of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness, before any payment or distribution or provision therefor is made to the Holders of the Securities or to the Trustee. For purposes of this Article XII, the words, "cash, property or securities" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article XII with respect to the Securities to the payment of all Senior Indebtedness which may at the time be outstanding; provided that (i) the Senior Indebtedness is assumed by the new corporation, if any, resulting from any reorganization or readjustment, and (ii) the rights of the holders of Senior Indebtedness (other than leases which are not assumed by the Company or the new corporation, as the case may be) are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided for in Article V shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 12.2 if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article V. In the event of the acceleration of the Securities because of an Event of Default, no payment or distribution shall be made to the Trustee or any Holder of Securities in respect of the principal of, premium, if any, or interest on the Securities (including, but not limited to, the redemption price with respect to the Securities called for redemption in accordance with Article III as provided in the Indenture), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 12.5, until all Senior Indebtedness has been paid in full in cash or other payment satisfactory to the holders of Senior Indebtedness or such acceleration is rescinded in accordance with the terms of this Indenture. If payment of the Securities is accelerated because of an Event of Default, the Company shall promptly notify holders of Senior Indebtedness of the acceleration. In the event that, notwithstanding the foregoing provisions, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (including, without limitation, by way of setoff or otherwise), prohibited by the foregoing, shall be received by the Trustee or the Holders of the Securities before all Senior Indebtedness is paid in full in cash or other payment satisfactory to the holders of such Senior Indebtedness, or provision is made for such payment thereof in accordance with its terms in cash or other payment satisfactory to the holders of such Senior Indebtedness, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Indebtedness remaining unpaid to the extent necessary to pay all Senior Indebtedness in full in cash or other payment satisfactory to the holders of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness. Nothing in this Section 12.2 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 7.7. This Section 12.2 shall be subject to the further provisions of Section 12.5.
PAYMENTS TO PURCHASER 52 ARTICLE VI....................................................................54
Payments to the Company Except as provided in Sections 3, 8, and 14 hereof, the Company shall have no right or power to direct the Trustee to return to the Company or to divert to others any of the Trust assets before all payment of benefits have been made to Participants and their Beneficiaries pursuant to the terms of the Arrangements.
Adjustments to Fees Notwithstanding any of the fee limitations set forth in this Article 6, commencing upon the expiration of the first year of this Agreement, and upon the expiration of each year thereafter during the Term, the then-‐current fees set forth in Section 6.1 and Section 6.3 may be adjusted, at ICANN’s discretion, by a percentage equal to the percentage change, if any, in (i) the Consumer Price Index for All Urban Consumers, U.S. City Average (1982-‐1984 = 100) published by the United States Department of Labor, Bureau of Labor Statistics, or any successor index (the “CPI”) for the month which is one (1) month prior to the commencement of the applicable year, over (ii) the CPI published for the month which is one (1) month prior to the commencement of the immediately prior year. In the event of any such increase, ICANN shall provide notice to Registry Operator specifying the amount of such adjustment. Any fee adjustment under this Section 6.5 shall be effective as of the first day of the first calendar quarter following at least thirty (30) days after ICANN’s delivery to Registry Operator of such fee adjustment notice.
Payments to the Agent On each date on which an Obligor or a Lender is required to make a payment under a Finance Document, that Obligor or Lender shall make the same available to the Agent (unless a contrary indication appears in a Finance Document) for value on the due date at the time and in such funds specified by the Agent as being customary at the time for settlement of transactions in the relevant currency in the place of payment.
Payments to Specified Employees Notwithstanding any other Section of this Agreement, if the Employee is a Specified Employee at the time of the Employee’s Separation from Service, payments or distribution of property to the Employee provided under this Agreement, to the extent considered amounts deferred under a non-qualified deferred compensation plan (as defined in Code Section 409A) shall be deferred until the six (6) month anniversary of such Separation from Service to the extent required in order to comply with Code Section 409A and Treasury Regulation 1.409A-3(i)(2).

Payments to Yahoo Sample Clauses

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