Replacement Payment Sample Clauses

Replacement Payment. (a) Upon the occurrence of an Event of Loss, or an event which with the passage of time would become an Event of Loss, with respect to any Allocated Asset, the Operator shall:
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Replacement Payment. In the event that Executive’s employment with the Company has been terminated due to the death or Permanent Disability of Executive, by the Company without Cause, by the Company pursuant to clause (vii) of the definition of Cause (but only if Executive has used his best efforts to obtain the authorization described therein) or by Executive for Good Reason, then (i) any unpaid cash portion of the Replacement Payment shall be paid to Executive within 60 days after the date of such termination of employment and (ii) any unpaid share portion of the Replacement Payment and Replacement Equity Award shall become fully vested and shall be settled within 60 days after the date of such termination of employment.
Replacement Payment. Executive shall be eligible to receive a replacement payment (the “Replacement Payment”) in the amount of One Million Eight Hundred and Fifty Thousand Dollars ($1,850,000). Four Hundred and Fifty Thousand Dollars ($450,000) of the Replacement Payment is payable in cash on April 19, 2013, or the first payroll date after the Effective Date, whichever is later, subject to Executive’s employment with the Company on the payment date. The remaining One Million Four Hundred Thousand Dollars ($1,400,000) of the Replacement Payment is to be awarded in deferred shares of Shire stock (with such shares having a value of $1,400,000 at the time of grant) within 60 days after the Effective Date (or as soon as reasonably practicable thereafter if the issuance of such shares is restricted by applicable law), with such shares to vest and be delivered to Executive on the second anniversary of the date of grant, subject to Executive’s continued employment with the Company on the applicable vesting date. One Million Dollars ($1,000,000) of the Replacement Payment is intended to compensate Executive for the sign on bonus that Executive forfeited in connection with his termination of employment from his prior employer, and the remaining Eight Hundred and Fifty Thousand Dollars ($850,000) of the Replacement Payment is intended to compensate Executive for any annual bonus compensation forfeited by Executive in connection with his termination of employment from his prior employer. If Executive’s prior employer pays him any portion of his sign-on or 2012 bonus compensation, then the Replacement Payment shall be reduced by an equivalent amount (with the cash portion of the Replacement Payment to be fully reduced prior to any reduction of the deferred share portion of the Replacement Payment, and with the deferred share portion of the Replacement Payment to be reduced based on the value of the shares as of the grant date). Executive agrees to promptly notify the Company upon receiving any such amounts from his prior employer and to promptly repay the Company (on an after-tax basis) a portion of the Replacement Payment equal to the amount so received. In the event that Executive voluntarily terminates employment with the Company (other than for Good Reason (as defined in Section 9.1 (c) below) or due to Permanent Disability (as defined in Section 9.1(d) below)), or in the event that the Company terminates Executive’s employment for Cause (other than pursuant to clause (vii) of the defi...
Replacement Payment. As defined in Section 3.27(b) hereof.
Replacement Payment. . . .13 SECTION 10.2 Applications During Event of Default.14 SECTION 10.3 Application of Article VII. . . . . .14 ARTICLE XI - INDEMNITIES . . . . . . . . . . . . . . . . . . 14

Related to Replacement Payment

  • Settlement Payment If the resulting net amount is positive, it shall be payable by the Defaulting Party to the Non-Defaulting Party, and if it is negative, then the absolute value of such amount shall be payable by the Non-Defaulting Party to the Defaulting Party.

  • Upfront Payment Upon the execution of this Agreement, the Lessee shall pay to the Lessor the following: (check one) ☐ - First Month’s Rent of: _ Dollars ($ _) ☐ - Last Month’s Rent of: ___ _ Dollars ($ _) ☐ - Security Deposit of: _ _ Dollars ($ _)

  • Adjustment Payment If the Closing Net Working Capital exceeds $690,000,000 (the “Target Net Working Capital”), the Purchase Price shall be increased by the amount by which Closing Net Working Capital exceeds the Target Net Working Capital, and if the Closing Net Working Capital is less than the Target Net Working Capital, the Purchase Price shall be decreased by the amount by which Closing Net Working Capital is less than the Target Net Working Capital. If the Closing Eligible Capital Expenditures exceeds the applicable Target Eligible Capital Expenditures, the Purchase Price shall be increased by the amount by which Closing Eligible Capital Expenditures exceeds such applicable Target Eligible Capital Expenditures, and if the Closing Eligible Capital Expenditures is less than the applicable Target Eligible Capital Expenditures, the Purchase Price shall be decreased by the amount by which Closing Eligible Capital Expenditures is less than such applicable Target Eligible Capital Expenditures. The Purchase Price as so increased or decreased under this Section 2.03(c) shall hereinafter be referred to as the “Adjusted Purchase Price”. If the Closing Date Payment is less than the Adjusted Purchase Price, Purchaser shall, and if the Closing Date Payment is more than the Adjusted Purchase Price, Seller shall, in each case within 10 Business Days after the Closing Date Statement becomes final and binding on the parties, make payment by wire transfer in immediately available funds to one or more accounts designated in writing at least two Business Days prior to such payment by the party entitled to receive such payment, plus interest thereon at a rate of interest equal to 6% per annum, calculated on the basis of the actual number of days elapsed divided by 365, from the Closing Date to the date of payment.

  • Up-Front Payment At all times during the Effective Period other than those periods for which payment of all Billed Amounts is By Invoice, Customer shall maintain on file with 8x8 or the billing 8x8 Affiliate (as applicable) complete, accurate, and up-to-date information for at least one valid, working credit card or Customer account (sufficient to permit ACH withdrawals). Payment of all Billed Amounts – other than those for which 8x8 has agreed to payment By Invoice – shall be by charge to such credit card(s) or by ACH withdrawal from such account(s), at or near time of billing, and Customer hereby authorizes 8x8 to make such charges or withdrawals. Where payment is by such charge or withdrawal, (a) 8x8 shall post a statement of the Billed Amounts in the relevant account at or near the time of the first attempted charge or withdrawal and shall thereafter make commercially reasonable efforts to notify Customer by email and/or telephone if the charge or withdrawal is not successful and (b) Billed Amounts shall be due within fourteen (14) days of such posting.

  • Payment Amount Payment for the Services shall be as follows: (choose one) ☐ - $______________________ for the Services (“Payment”). ☐ - At an hourly rate of $____ per hour (“Payment”). ☐ - Other. ______________________________________________ (“Payment”) If the Subcontractor asserts a claim which involves, in whole or in part, acts or omissions which are the responsibility of the Client or another person for whom a claim may be submitted, including but not limited to, claims for failure to pay, an extension of time, impacts, delay damages, or extra work, the Contractor shall present the Subcontractor's claim to the Client or other responsible party provided the Subcontractor presents to Contractor competent supporting evidence and in sufficient time for the Contractor to do so. The Subcontractor shall cooperate fully with the Contractor in any and all steps the Contractor takes in connection with prosecuting such a claim and shall hold harmless and reimburse the Contractor for all expenses, including legal expenses, incurred by the Contractor which arise out of the Contractor's submission of the Subcontractor's claims to the Client or other responsible party(ies). The Subcontractor shall be bound by any adjudication or award in any action or proceeding resolving such a claim.

  • 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.

  • Settlement Payments On the first Business Day of each month ("Interest Settlement Date"), Collateral Agent will advise each Lender by telephone, fax or telecopy of the amount of such Lender's share of interest and fees on each of the Loans as of the end of the last day of the immediately preceding month. Provided that such Lender has made all payments required to be made by it under this Agreement, Collateral Agent will pay to such Lender, by wire transfer to such Lender's account (as specified by such Lender on the signature page of this Agreement or the applicable Assignment and Acceptance Agreement, as amended by such Lender from time to time after the date hereof or in the applicable Assignment and Acceptance Agreement) not later than 3:00 p.m. Chicago time on the next Business Day following the Interest Settlement Date, such Lender's share of interest and fees on each of the Loans. Such Lender's share of interest on each Loan will be calculated for that Loan by adding together the Daily Interest Amounts for each calendar day of the prior month for that Loan and multiplying the total thereof by the Interest Ratio for that Loan. Such Lender's share of the Unused Line Fee described in subsection 2.3(A) shall be an amount equal to (a)(i) such Lender's average Revolving Loan Commitment during such month, less (ii) the sum of (x) such Lender's average Daily Loan Balance of the Revolving Loans, plus (y) such Lender's Pro Rata Share of the average daily aggregate amount of Letter of Credit Reserve, in each case for the preceding month, multiplied by (b) the percentage required by subsection 2.3(A). Such Lender's share of all other fees paid to Collateral Agent for the benefit of Lenders hereunder shall be paid and calculated based on such Lender's Commitment with respect to the Loans on which such fees are associated. To the extent Collateral Agent does not receive the total amount of any fee owing by Borrowers under this Agreement, each amount payable by Collateral Agent to a Lender under this subsection 9.8(A)(4) with respect to such fee shall be reduced on a pro rata basis. The Collateral Agent and the Lenders hereby acknowledge and agree that in no event shall the aggregate fee payments received by such Lenders pursuant to this subsection 9.8(A)(4) exceed the total amount of fees pursuant to subsection 2.3.

  • Treatment of Installment Payments Each payment of termination benefits under this Agreement shall be considered a separate payment, as described in Treas. Reg. Section 1.409A‑2(b)(2), for purposes of Section 409A of the Code.

  • Contingent Payment Notwithstanding anything in this Agreement to the contrary, if any of the Properties are sold by Buyer within twelve (12) months after the Closing Date, Buyer shall pay to Seller an amount equal to five percent (5%) of the Consideration allocated to such Property. The Deeds shall contain a deed restriction granting Seller the right to receive such additional sum from Buyer.

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