Payments Under Agreement. Each party agrees that all amounts required to be paid hereunder shall be paid in United States currency and, except as otherwise expressly set forth in this Agreement, without discount, rebate or reduction and subject to no counterclaim or offset, on the dates specified herein.
Payments Under Agreement. 3.1. The Tenant shall pay rent to the Landlord for the current month. The amount of the rent is specified on the title page of the Agreement and depends on the number of tenants occupying the room. In addition to the rent, the Tenant shall pay the Landlord for other services according to the price list established by the Landlord. The rent invoice is deemed as being delivered to the Tenant within the period of three days after sending the invoice in accordance with clause 5.1.3 of the General Terms and Conditions.
Payments Under Agreement. The Parties agree that (i) all Tax Benefit Payments made by Holdings to WP under this Agreement and attributable to the Basis Adjustments (excluding amounts accounted for as Imputed Interest and any Actual Interest Amounts) will be treated as subsequent upward purchase price adjustments that give rise to further Basis Adjustments with respect to Reference Assets for Holdings in the year of payment and (ii) as a result, such additional Basis Adjustments will be incorporated into the relevant calculations under this Agreement for the year of payment and for future years, as appropriate. Any Tax Benefit Payments will be reported by WP using the installment method under Section 453 of the Code (to the extent applicable, and taking into account the rules under Section 453A of the Code), unless WP decides in connection with a WP IPO-Related Sale to affirmatively elect out of the installment method and to treat the fair market value of its rights to receive such Tax Benefit Payments as received on the relevant date on which such WP IPO-Related Sale occurs (the “Redemption Date”). For purposes of this Agreement, WP shall notify Holdings of any decision to affirmatively elect out of the installment method by delivering written notice to Holdings within the time period set forth in the last sentence of Section 2.1(a). For the avoidance of doubt, any Tax benefit attributable to any deduction taken by Holdings with respect to Imputed Interest or Actual Interest Amounts payable by Holdings under this Agreement shall be accounted for in connection with calculating the Realized Tax Benefits or Realized Tax Detriments under this Agreement. Notwithstanding anything herein to the contrary, unless (i) the Parties agree otherwise in writing upon the request of WP or (ii) WP provides timely written notice to Holdings that it will elect out of the installment method under Section 453, in no event shall the gross Tax Benefit Payments paid in respect of the WP IPO-Related Sale exceed 75% of the amount of the initial consideration received by WP in connection with such WP IPO-Related Sale (which, for the avoidance of doubt, shall include the amount of any cash received, and exclude the fair market value of any Tax Benefit Payments).
Payments Under Agreement. Company acknowledges that Vertex has not participated in Company’s determination of the portion of payments made under the Collaboration Agreement that are attributable to the XXXX Technology and Vertex takes no position on Company’s determination of the portion of the payments set forth or described in Article 5 of the Collaboration Agreement that is attributable to the XXXX Technology.
Payments Under Agreement. Each party hereto agrees that all amounts required to be paid hereunder will be paid in United States currency and, except as otherwise expressly set forth in this Agreement, without discount, rebate or reduction and subject to no counterclaim or offset (other than withholding Tax obligations required to be withheld by Law), on the dates specified herein (with time being of the essence). In the event any Legal Proceeding is commenced or threatened by any Person (the “Claiming Party”) to enforce its rights under this Agreement against any other Person (the “Defending Party”), if the Defending Party is the prevailing party in such Legal Proceeding, all fees, costs and expenses, including reasonable attorneys’ fees and court costs, incurred by the Defending Party in such Legal Proceeding will be reimbursed by the Claiming Party; provided that if the Defending Party prevails in part, and loses in part, in such Legal Proceeding, the court, arbitrator or other adjudicator presiding over such Legal Proceeding will award a reimbursement of the fees, costs and expenses incurred by the Defending Party on an equitable basis. For purposes hereof, and without limitation, the Defending Party will be deemed to have prevailed in any Legal Proceeding described in the immediately preceding sentence if the Claiming Party commences or threatens any such Legal Proceeding and (i) such underlying claim(s) are subsequently dropped, voluntarily dismissed or voluntarily reduced and/or (ii) the Defending Party defeats any such claim(s).
Payments Under Agreement. Nothing in this clause 15 shall apply to or take into account any liability that either party may have to pay Charges and other sums due under this agreement.
Payments Under Agreement. 3.1. The Tenant shall pay rent to the Landlord for the current month. The amount of the rent is specified on the title page of the Agreement and depends on the number of tenants occupying the room. The rent includes a fee for the use of the residential room, common rooms and inventory items therein as well as utility costs (water supply and sewerage, electricity and heat energy, incl. heating, hot water). The Tenant shall pay for other services, i.e. accessory expenses, according to the price list established by the Landlord (e.g. parking in a paid car park). The rent and other service fees are shown on the rent invoice. The rent invoice is deemed as being delivered to the Tenant within the period of three days after sending the invoice in accordance with clause 5.1.3 of the General Terms and Conditions.
Payments Under Agreement. Each party hereto agrees that all amounts required to be paid hereunder will be paid in United States currency and, except as otherwise expressly set forth in this Agreement, without discount, rebate or reduction and subject to no counterclaim or offset, on the dates specified herein (with time being of the essence). In the event any Legal Proceeding is commenced or threatened by any Person (the "Claiming Party") to enforce its rights under this Agreement against any other Person (the "Defending Party"), if the Defending Party is the prevailing party in such Legal Proceeding, all fees, costs and expenses, including reasonable attorneys' fees and court costs, incurred by the Defending Party in such Legal Proceeding will be reimbursed by the Claiming Party; provided that if the Defending Party prevails in part, and loses in part, in such Legal Proceeding, the court, arbitrator or other adjudicator presiding over such Legal Proceeding will award a reimbursement of the fees, costs and expenses incurred by the Defending Party on an equitable basis. For purposes hereof, and without limitation, the Defending Party will be deemed to have prevailed in any Legal Proceeding described in the immediately preceding sentence if the Claiming Party commences or threatens any such Legal Proceeding and (a) such underlying claim(s) are subsequently dropped, voluntarily dismissed or voluntarily reduced and/or (b) the Defending Party defeats any such claim(s).
Payments Under Agreement. If a Bankruptcy Event has not occurred and if (a) PA Xxxxxxx and Magna mutually agree in writing, or it is determined pursuant to a final, non-appealable judgment by a court of competent jurisdiction or an arbitrator, that a Guarantied Obligation is due and payable by a PA Xxxxxxx Party pursuant to the indemnification terms and conditions of the Note Agreement, the Stock Purchase Agreement or the Racing Services Agreement, or (b) a Parent Entity and Magna mutually agree in writing, or it is determined pursuant to a final, non-appealable judgment by a court of competent jurisdiction or an arbitrator, that a Guarantied Obligation is due and payable by such Parent Entity as a result of its breach of Section 10.15 of the Note Agreement, then within 10 Business Days of Equity Obligor’s receipt of written notice from Magna (x) stating that an event described in clause (a) or (b) above has occurred, (y) attaching a true and complete copy of the written agreement or judgment relating to such event and (z) stating that no less than 10 Business Days have elapsed since Magna made a written request to PA Xxxxxxx to satisfy the subject Guarantied Obligation and that the subject Guarantied Obligation has not been fully satisfied, Equity Obligor shall make payment to Magna (in addition to payment to Magna of the expenses, if any, described in Section 10 hereof that are due and payable to Magna) in the amount of such unsatisfied Guarantied Obligation. If a Bankruptcy Event has occurred and if PA Xxxxxxx and Magna mutually agree in writing, or it is determined pursuant to a final, non-appealable judgment by a court of competent jurisdiction or an arbitrator, that an Obligation (as such term is defined in the Note Agreement) is due and payable by a PA Xxxxxxx Party pursuant to the Note Agreement, then within 15 Business Days of Equity Obligor’s receipt of written notice from Magna (A) stating that such an event has occurred, (B) attaching a true and complete copy of the written agreement or judgment relating to such event and (C) stating that the subject Obligation has not been fully satisfied, Equity Obligor shall make payment to Magna (in addition to payment to Magna of the expenses, if any, described in Section 10 hereof that are due and payable to Magna) in the amount of such unsatisfied Obligation. Each payment to Magna by or on account of any obligation of Equity Obligor under this Agreement shall be made in United States dollars, in immediately available funds, to th...
Payments Under Agreement. Each party agrees that all amounts required to be paid hereunder shall be paid in United States currency and, except as otherwise expressly set forth in this Agreement, without discount, rebate or reduction and subject to no counterclaim or offset (other than withholding tax obligations required to be withheld by law), on the dates specified herein (with time being of the essence). Notwithstanding anything herein to the contrary, each party shall be entitled to reduce any payment required to be made to the other for any Tax withholding required by law and any amount so withheld shall be deemed paid to the intended recipient and the withholding amount then remitted by such intended recipient and delivered to the applicable Tax authorities; provided that the party so withholding shall be liable to the intended recipient for any amounts wrongly withheld.
