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: (i) replace the Allocated Asset which suffered the Event of Loss, with a replacement asset (which will become an Allocated Asset) which has a fair market value equivalent to that of the Allocated Asset which suffered the Event of Loss (as determined solely by the Operator) immediately prior to such Event of Loss (assuming such Allocated Asset was then in the condition and state of repair required by this Agreement); or (ii) the Operator may retain the sale proceeds, if any, received for the Allocated Asset suffering the Event of Loss and shall credit to the Settlement Account the fair market value of such Allocated Asset immediately prior to such Event of Loss (assuming such Allocated Asset was then in the condition and state of repair required by this Agreement), which fair market value in no event shall be less than the sale proceeds (net of selling expenses) received for such Allocated Asset. Upon the crediting of the Settlement Account with the fair market value of such Allocated Asset, such Allocated Asset shall no longer be subject to this Agreement and the Owner shall convey to the Operator or its designee, ownership of and title to such Allocated Asset. Notwithstanding the foregoing, until payment by the Operator to the Owner of the amount credited to the Settlement Account on the next succeeding Settlement Account Payment Date, the Allocated Asset suffering the Event of Loss shall be deemed to continue to be subject to this Agreement solely for the purpose of calculating the Operating Fee. (b) Upon compliance by the Operator with Section 10.1(a)(i), (i) this Agreement shall continue with respect to any replacement Allocated Asset as though no Event of Loss had occurred, (ii) the Owner shall convey "as is" "where is", free and clear of all Owner Liens, without recourse or warranty (except as to the ability and authority of the Owner to transfer and convey such Allocated Asset free and clear of Owner Liens), to the Operator or its designee all right, title and interest of the Owner in and to the Allocated Asset being replaced by executing and delivering to the Operator or its designee such bills of sales and other documents or instruments as the Operator or its designee may reasonably request to evidence such conveyance, and (iii) the Owner shall assign to the Operator all cla...
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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.
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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...
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Replacement; Payment. As defined in Section 3.27(b) hereof.
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Replacement; Payment. SECTION 10.2 Applications During Event of Default.14 SECTION 10.3 Application of Article VII. . . . . .14 ARTICLE XI - INDEMNITIES . . . . . . . . . . . . . . . . . . 14
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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: [AMOUNT (IN WORDS)] Dollars ($[AMOUNT (AS A NUMBER)]) ☐ - Last Month’s Rent of: [AMOUNT (IN WORDS)] Dollars ($[AMOUNT (AS A NUMBER)]) ☐ - Security Deposit of: [AMOUNT (IN WORDS)] Dollars ($[AMOUNT (AS A NUMBER)]) POSSESSION. Possession shall commence on [MM/DD/YYYY], unless otherwise agreed upon. The Lessor shall use due diligence to give possession as nearly as possible at the beginning of the Term. The Rent shall be prorated in consideration of any delay in providing possession, but the Term shall not be extended as a result of such delay. The Lessee shall make no other claim against the Lessor for the delay in obtaining possession of the Premises.

  • 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.

  • Consideration Payment The consideration paid to Contractor is the entire compensation for all Work performed under this Agreement, including all of Contractor's approved reimbursable expenses incurred, such as travel and per diem expenses, unless otherwise expressly provided, as set forth in Exhibit 8 (Fees, Pricing and Payment Terms).

  • Settlement Payments A. Unless the Court orders otherwise, each Participating Class Member will receive an equal, pro-rata portion of the Net Settlement Amount. The “Net Settlement Amount” is the Settlement Amount (plus any accrued interest thereon) reduced by any sums awarded by the Court for attorneys’ fees, litigation expenses, service payments, and all expenses of settlement administration (including expenses previously incurred and the Settlement Administrator’s good faith estimate of future expenses to be incurred). The pro-rata share of each Participating Class Member shall be computed by dividing the Net Settlement Amount by the number of Participating Class Members. B. As soon as practicable after the Effective Date, the Settlement Administrator will transmit to each Participating Class Member that person’s settlement payment, which may be in the form of a check or an electronic payment such as Venmo, direct deposit/ACH, or PayPal. The settlement payment will be accompanied by a statement that the Participating Class Member should consult his or her tax advisor regarding the tax consequences of the settlement payment. In the event any check is returned to the Settlement Administrator as undeliverable, or in the event any electronic payment is unable to be processed, the Settlement Administrator will attempt to contact the Participating Class Member by telephone or email or perform a skip trace to attempt to locate a current address or other relevant information necessary to re-issue payment. Any payment instrument not negotiated within ninety (90) days of its mailing or other transmission by the Settlement Administrator will be void. Any portion of the Settlement Amount, including accrued interest, that remains unpaid at the end of such ninety-day period will be paid to one or more cy pres recipients mutually proposed by the Parties and approved by the Court, unless the Court orders otherwise.

  • 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 (a) In the event that Purchaser consummates a Change of Control Transaction prior to the second anniversary of the Closing Date (a “Qualifying Sale Transaction”), then Seller shall be entitled to receive a payment in an amount equal to twenty percent (20%) of the Net Sale Proceeds, valuing any non-cash consideration included in the Net Sale Proceeds at fair market value (as determined in good faith by the board of directors of Purchaser) (such payment, the “Contingent Payment”), payable in accordance with the provisions of this Section 2.7. (b) No later than five (5) days following the final determination of the Qualifying Sale Proceeds pursuant to the post-closing purchase price adjustment provisions of the definitive agreement for such Qualifying Sale Transaction (the “Qualifying Sale Agreement”) Purchaser shall deliver to Seller, along with reasonable supporting documentation, a statement setting forth in reasonable detail Purchaser’s good faith calculation of the Net Sale Proceeds and the resulting Contingent Payment (the “Contingent Payment Statement”). Purchaser’s calculation of the Contingent Payment set forth in the Contingent Payment Statement shall be final and binding for all purposes of this Agreement unless Seller delivers to Purchaser a written objection to such calculation within twenty (20) days following the date of delivery of the Contingent Payment Statement setting forth in reasonable detail Seller’s basis for its objection. In the event that Seller timely submits any such written objection, then Purchaser and Seller shall negotiate in good faith to resolve their dispute with respect to the calculation of the Contingent Payment; provided, that if such dispute is not resolved within twenty (20) days after delivery of such written objection, then the dispute resolution provisions of Section 2.4(b) shall apply, mutatis mutandis. (c) No later than three (3) Business Days after final determination of the amount of the Contingent Payment pursuant to Section 2.7(b), Purchaser shall pay to Seller the Contingent Payment by wire transfer of immediately available funds to the bank account designated by Seller at least one (1) Business Day prior to the end of such three (3) Business Day period; provided, that in the event that any portion of the consideration to be received by Cerberus pursuant to such Qualifying Sale Transaction (i) is subject to any escrow, holdback or other contingency, then the proportionate amount of the Contingent Payment shall be withheld and not paid to Seller unless, until and only to the extent that such portion of Cerberus’s consideration is released to Cerberus from any such escrow or holdback, or such contingency lapses or is satisfied (or any portion of the amounts withheld in respect of such contingency is distributed to the limited partners or other investors of Cerberus), as applicable, and (ii) is non-cash consideration, then the Contingent Payment shall be made in the same proportion of cash and non-cash consideration as the proportion of cash and non-cash consideration comprising the Qualifying Sale Proceeds; provided further that, to the extent receipt of any non-cash consideration would cause Seller or any of its Affiliates to be bound by, or otherwise subject to, any noncompetition, nonsolicitation or other material restrictive covenant (other than a customary confidentiality covenant, and expressly excluding any shareholder restrictions on transfer that apply equally to Cerberus), Seller instead shall be entitled to receive from Purchaser cash with a value equivalent to such non-cash consideration, valuing such non-cash consideration at fair market value (as determined in good faith by the board of directors of Purchaser). (d) Notwithstanding anything to the contrary in this Section 2.7 or otherwise, but subject to any rights Seller or any of its Affiliates may have under the Ancillary Agreements, (i) Seller shall have no rights with respect to any Change of Control Transaction, Qualifying Sale Transaction or Qualifying Sale Agreement (including, without limitation, no information rights or rights to object or consent to any such transaction or agreement) other than the rights expressly set forth herein to receive the Contingent Payment if and when payable pursuant to the terms of this Section 2.7 and (ii) Purchaser shall not be permitted in connection with any Qualifying Sale Transaction to bind Seller or any of its Affiliates to sell any equity interests to, or to make any agreement, covenant or restriction with or in favor of, any third party.

  • Rent Payment Tenant shall pay the Base Rent for the premises and any additional rent provided herein without deduction or offset. Rent for any partial month during the lease term shall be prorated to reflect the number of days during the month that Tenant occupies the premises. Additional rent means amounts determined under section 19 of this lease and any other sums payable by Tenant to Landlord under this lease. Rent not paid when due shall bear interest at the rate of one-and-one-half per month until paid. Landlord may at its option impose a late charge of $.05 for each $1 of rent for rent payments made more than 10 days late in lieu of interest for the first month of delinquency, without waiving any other remedies available for default. Failure to impose a late charge shall not be a waiver of Landlord's rights hereunder.

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