Recovery Payments Sample Clauses

Recovery Payments. 60 8.8. Exclusive Remedy .................................................................................................61 8.9.
Sample 1
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Recovery Payments. (a) With respect to any indemnifiable Losses incurred where the Indemnified Party is a Buyer Indemnitee, such Losses shall be recovered (i) first, from the Specific Indemnity Escrow Amount, (ii) second, from the Seller, and (iii) third, from the Beneficial Owners, severally and not jointly (in each case, subject to the limitations in this Section 8). (b) The Seller Parties (if the Indemnified Party is a Buyer Indemnitee) or the Buyer (if the Indemnified Party is a Seller Indemnitee) will pay or cause to be paid all amounts payable to this Section 8, by wire transfer of immediately available funds, promptly following receipt from an Indemnified Party of a written notice, for a Loss that is the subject of indemnification hereunder, unless the Sellers’ Representative (if the Indemnified Party is a Buyer Indemnitee) or the Buyer (if the Indemnified Party is a Seller Indemnitee) in good faith timely disputes the Loss, in which event it will so notify the Indemnified Party. In any event, the Seller Parties (if the Indemnified Party is a Buyer Indemnitee) or the Buyer (if the Indemnified Party is a Seller Indemnitee) will pay or cause to be paid to the Indemnified Party, by wire transfer of immediately available funds, the amount of any Loss for which it is liable hereunder no later than five (5) Business Days following any final determination of such Loss and the Indemnifying Party’s liability therefor. A “final determination” will exist when (i) the parties to the dispute have reached an agreement in writing, (ii) a court of competent jurisdiction will have entered a final Order, or (iii) an arbitration or like panel will have rendered a final determination, in each case, with respect to disputes the parties have agreed to submit thereto. Any payments made pursuant to this Section 8 or pursuant to Section 6.5 shall be treated as an adjustment to the Purchase Price by the parties for Tax purposes, unless otherwise required by applicable Law.
Sample 1
Recovery Payments. 18 7.7 FRU Prices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19 7.8
Sample 1
Recovery Payments a. If IBM fails to purchase volumes from StorageTek equal to its ** Volumes for each ** , IBM will pay to StorageTek a sum referred to herein as a Recovery Payment. This amount shall be calculated, ** , on a ** basis by using ** as represented in the ** Tables attached hereto as ** , respectively, of ** . The amount of such Recovery Payments shall be calculated at least ** and shall be based on ** made by StorageTek to IBM, plus ** pursuant to other provisions of this Agreement, which ** shall be ** to IBM by StorageTek (hereinafter " ** Volumes"). If the parties cannot agree on such ** Volumes, then they shall resolve the dispute pursuant to Section 22. No later than the last day of such quarter, IBM will pay to StorageTek or StorageTek -------------------- ** Confidential portions omitted and filed separately with the Securities and Exchange Commission under an application for confidential treatment.
Sample 1
Recovery Payments. If any Subordinated Creditor (Recovering Subordinated Creditor) receives any payment directly or indirectly of or in respect of the Subordinated Liabilities contrary to the provisions of clause 3 (Subordination):
Sample 1
Recovery Payments. If AMGEN and ORTHO proceed with a Product License Agreement to market LICENSED PRODUCTS, ORTHO shall be entitled to recover the royalty payments of this Article 5 in accordance with the provisions set forth in said Agreement.
Sample 1
Recovery Payments. If an Annual Report shows that, for the immediately preceding Annual Report Year, there is a Project Shortfall Percentage that is greater than 20%, then, the Company, in such Annual Report, shall calculate the amount of the “Recovery Payment” as described in Schedule 4, and shall pay the same at the time the Annual Report is filed, all pursuant to and as defined in the Goals Schedule. If the Project Shortfall Percentage is 20% or less, there shall be no Recovery Payment due. With its Annual Report, the Company shall include proof of such payment satisfactory to the DDA.
Sample 1
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Recovery Payments. The Project Shortfall Percentage for 20 is % (( % + %) ÷ 2). [IF A RECOVERY PAYMENT IS DUE, THAT PAYMENT SHOULD BE CALCULATED HERE BASED ON THE RECOVERY SCHEDULE IN THE MOU.] If the Project Shortfall Percentage is 20% or less, no Recovery Payment is due. Please do not hesitate to let us know if you require any additional information. Sincerely, SCHEDULE 4.10 DEVELOPMENT SCHEDULE MILESTONE DEADLINE Complete execution of MOU (this Agreement) March 31, 2020 Demolition Permit July 1, 2020* Land Disturbance Permit August 1, 2020* Building Permit August 1, 2020* City or Governmental Approval of Water August 1, 2020* City or Governmental Approval of Fire August 1, 2020* City or Governmental Approval of Sewer August 1, 2020* City or Governmental Approval of Pool August 1, 2020* Issuance of Bond September 30, 2020 Substantial completion of Project (subject to Force Majeure) December 31, 2022 *Deadline to submit
Sample 1

Related to Recovery Payments

  • Payment Processing; Allocation; Priority of Payments (i) The Servicer shall post all payments received to Customer accounts as promptly as practicable, and, in any event, substantially all payments shall be posted no later than three (3) Business Days after receipt.

  • CP Costs Payments On each Settlement Date, Seller shall pay to Agent (for the benefit of the Conduits) an aggregate amount equal to all accrued and unpaid CP Costs in respect of the outstanding Capital of each of the Conduits for the related Settlement Period in accordance with Article II.

  • Additional Payments Any sums expended by Agent or any Lender due to any Borrower’s failure to perform or comply with its obligations under this Agreement or any Other Document including any Borrower’s obligations under Sections 4.2, 4.4, 4.12, 4.13, 4.14 and 6.1 hereof, may be charged to Borrowers’ Account as a Revolving Advance and added to the Obligations.

  • Amortization Payments The Company shall make three payments (each an “Amortization Payment”) as follows: on the six-month anniversary of the Original Issue Date, on the seven-month anniversary of the Original Issue Date, and on the Maturity Date (each such date a “Payment Date”), provided that if any Payment Date is not a Business Day, then the applicable payment shall be due on the next succeeding Business Day. Each Amortization Payment shall be equal to one-third of the original principal amount of the Note, plus all accrued interest thereon as of the Payment Date, as adjusted pursuant to Section 2(c) below. At the Holder’s option (except as set forth herein), payment may be made in cash or in duly authorized, validly issued, fully paid and non-assessable shares of Common Stock, provided the Company complies with the Equity Conditions provided in Section 2(d), below.

  • Reimbursement Payments The Department shall, to the extent funds are available, reimburse the Grantee for eligible claims presented for payment if the Department determines the requirements for reimbursement have been met. Claims under this Contract can only be made for the period this Contract is in effect. Reimbursement programs include the following:

  • Operating Expense Payments Landlord shall deliver to Tenant a written estimate of Operating Expenses for each calendar year during the Term (the “Annual Estimate”), which may be revised by Landlord from time to time during such calendar year. During each month of the Term, on the same date that Base Rent is due, Tenant shall pay Landlord an amount equal to 1/12th of Tenant’s Share of the Annual Estimate. Payments for any fractional calendar month shall be prorated.

  • Installment Payments Notwithstanding Section 3.01, the Executive may elect by written notice to receive any payments due to him hereunder by way of periodic or installment payments.

  • Income Payments Seller shall be entitled to receive an amount equal to all Income paid or distributed on or in respect of the Securities that is not otherwise received by Seller, to the full extent it would be so entitled if the Securities had not been sold to Buyer. Buyer shall, as the parties may agree with respect to any Transaction (or, in the absence of any such agreement, as Buyer shall reasonably determine in its discretion), on the date such Income is paid or distributed either (i) transfer to or credit to the account of Seller such Income with respect to any Purchased Securities subject to such Transaction or (ii) with respect to Income paid in cash, apply the Income payment or payments to reduce the amount, if any, to be transferred to Buyer by Seller upon termination of such Transaction. Buyer shall not be obligated to take any action pursuant to the preceding sentence (A) to the extent that such action would result in the creation of a Margin Deficit, unless prior thereto or simultaneously therewith Seller transfers to Buyer cash or Additional Purchased Securities sufficient to eliminate such Margin Deficit, or (B) if an Event of Default with respect to Seller has occurred and is then continuing at the time such Income is paid or distributed.

  • Company Payments In the event that this Agreement is terminated by Parent or the Company, as applicable, pursuant to Sections 7.1(d), 7.1(f) or 7.1(h), Company shall promptly, but in no event later than two days after the date of such termination, pay Parent a fee equal to $50 million in immediately available funds; provided, that in the case of a termination under Sections 7.1(d) or 7.1(h) prior to which no Triggering Event has occurred, (i) such payment shall be made only if (A) following the date of this Agreement and prior to the termination of this Agreement, a person has publicly announced a bona fide Acquisition Proposal and (B) within nine months following the termination of this Agreement either a Company Acquisition (as defined below) is consummated, or the Company enters into an agreement providing for a Company Acquisition and such Company Acquisition is later consummated with the person (or another person controlling, controlled by or under common control with, such person) with whom such agreement was entered into (regardless of when such consummation occurs if the Company has entered into such an agreement within such nine-month period) and (ii) such payment shall be made promptly, but in no event later than two days after the consummation of such Company Acquisition (regardless of when such consummation occurs if the Company has entered into such an agreement within such nine-month period). Company acknowledges that the agreements contained in this Section 7.3(b) are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent would not enter into this Agreement. Accordingly, if the Company fails to pay in a timely manner the amounts due pursuant to this Section 7.3(b), and, in order to obtain such payment, Parent makes a claim that results in a judgment against the Company for the amounts set forth in this Section 7.3(b), Company shall pay to Parent its reasonable costs and expenses (including reasonable attorneys' fees and expenses) in connection with such suit, together with interest on the amounts set forth in this Section 7.3(b) at the prime rate of The Chase Manhattan Bank in effect on the date such payment was required to be made. Payment of the fees described in this Section 7.3(b) shall not be in lieu of damages incurred in the event of breach of this Agreement.

  • Upfront Payments Within ten (10) days of the Effective Date, Celgene shall pay Acceleron Twenty-Five Million U.S. Dollars ($25,000,000) as an upfront, non-creditable, nonrefundable fee, relating to the license grants set forth in Article 4.

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