Restrictions on Payment. (a) The parties to this Agreement agree that if payment under the Guarantee would cause the amount of a German Guarantor’s net assets, as calculated pursuant to Section 13.9.3 below, to fall below the amount required to maintain its registered share capital (Stammkapital) or increase an existing shortage of its registered share capital (Stammkapital) in each case in violation of section 30 of the German Act on Limited Liability Companies (“GmbHG”), (such event is hereinafter referred to as a “Capital Impairment”), then the Secured Parties shall, subject to Sections 13.9.3 and 13.9.4 below, not enforce the Guarantee against such German Guarantor if and to the extent such Capital Impairment would occur.
(b) If the relevant German Guarantor does not notify the Agent in writing (the “Management Notification”) within five (5) Business Days after the making of a demand against that German Guarantor under the Guarantee: (i) to what extent such Guarantee is a upstream or cross-stream guarantee or indemnity; and (ii) to what extent a Capital Impairment would occur as a result of an enforcement of the Guarantee (setting out in reasonable detail to what extent the share capital would fall below the stated share capital or an increase of an existing shortage would occur, providing an up-to-date pro forma balance sheet and a statement if and to what extent a realization or other measures undertaken in accordance with the mitigation provisions set out in Section 13.9.4 below would not prevent such situation), then the restrictions set out in paragraph (a) of this Section 13.9.2 shall cease to apply until such Management Notification has been delivered.
(c) If the Agent (acting on the instructions of all the Lenders) disagrees with the Management Notification, it may within twenty (20) Business Days of its receipt, request the relevant German Guarantor to provide to the Agent within forty-five (45) Business Days of receipt of such request a determination by auditors of international standard and reputation (the “Auditor’s Determination”) appointed by the German Guarantor (at its own cost and expense) of the amount in which the payment under the Guarantee would cause a Capital Impairment.
(d) If the Agent (acting on the instructions of all the Lenders) disagrees with the Auditor’s Determination, it shall notify the respective German Guarantor accordingly. The Secured Parties shall only be entitled to enforce the Guarantee up to the amount which is undisputed between thems...
Restrictions on Payment. The obligation to pay royalties under this Agreement shall be waived and excused to the extent that statutes, laws, codes or government regulations in a particular country prevent such royalty payments by the seller of Products; provided, however, that if legally permissible, the seller of Products shall pay the royalties owed to the other party hereto by depositing such amounts in a bank account in such country that has been designated by the party owed such royalties.
Restrictions on Payment. (a) Notwithstanding anything to the contrary set forth herein or in the Fiscal Agency Agreement, any payment of principal of, interest on or any monies owing with respect to this Note, whether at the scheduled payment date or scheduled maturity date specified herein or otherwise, may be made only with the prior approval of the Commissioner. If the Commissioner does not approve the making of any payment of principal of or interest on this Note on the scheduled payment date or scheduled maturity date thereof, as specified herein, the scheduled payment date or scheduled maturity date, as the case may be, shall be extended and such payment, together with interest accrued with respect thereto as contemplated by the immediately following two sentences, shall be made by the Issuer on the next following Business Day (as defined below) on which the Issuer shall have the approval of the Commissioner to make such payment together with such interest. Interest will continue to accrue, compounded on each anniversary of the original scheduled payment date or scheduled maturity date, on any such unpaid principal through the actual date of payment at the rate of interest stated on the face hereof. Interest will accrue, compounded on each anniversary of the original scheduled payment date, on interest (or any portion thereof) with respect to which the scheduled payment date has been extended, during the period of such extension, at the rate of interest per annum applicable to principal hereunder. If the Commissioner approves a payment of principal of or interest on the Notes in an amount that is less than the full amount of principal of and interest on the Notes then scheduled to be paid in respect of the Notes, payment of such partial amount shall be made pro rata among Note holders.
(b) Any payment of principal of or interest on any Note as to which the approval of the Commissioner has been obtained and which is not punctually paid or duly provided for on the scheduled payment date or scheduled maturity date thereof, as set forth herein (such payment being referred to as an “Unpaid Amount”), subject to the provisions of section 14(b), will forthwith cease to be payable to the registered holder of this Note on the relevant record date designated herein, and such Unpaid Amount, together with interest thereon accrued at the rate of interest per annum applicable to principal hereunder, compounded on each anniversary of the original scheduled payment date or scheduled maturity...
Restrictions on Payment. The obligation of Codexis to pay amounts to MUS under this Agreement with respect to sales of Energy Products in a particular country shall be waived and excused to the extent that statutes, laws, codes or government regulations in a particular country prevent such payments; provided, however, in such event, if legally permissible, Codexis shall pay the amounts owed to MUS by depositing such amounts in a bank account in such country that has been designated by MUS and promptly report such payment to MUS in writing.
Restrictions on Payment. The Participant will forfeit any RSUs if the Participant does not continue performing substantial services for the Company for two years from the Grant Date (other than due to the Participant’s earlier death, Disability or the earlier occurrence of a “change in control event” as defined in Treasury Regulations §§1.280G-1, Q&A 27 through 29 or 1.409A-3(i)(5)(i) involving the Company).
Restrictions on Payment. To the extent and as long as the laws and/or ----------------------- regulations in force in any country prohibit the payment, conversion or remittance of any of the payments as hereby contemplated, GenVec's obligations under Article 4 may be discharged by the deposit thereof to the account of GenVec, or its designee, in any commercial bank or trust company selected by Scios located in such country; provided, that no infraction of law or regulation occurs in making such deposit. If due to restrictions or prohibitions imposed by national or international authority, payments cannot be made as aforesaid, the parties shall consult with a view to finding a prompt and acceptable solution, and GenVec will, from time to time, deposit such monies as Scios may lawfully direct, at no additional out-of-pocket expense to GenVec and with no further obligation to Scios.
Restrictions on Payment. If by law, regulation or fiscal policy of a particular country or jurisdiction in the Territory, remittance of funds in U.S. Dollars is restricted or forbidden such that GNE cannot expatriate funds and that both ABX and GNE are affected, written notice thereof will promptly be given to ABX, and payment of such funds that constitute amounts that would be owing to ABX under this Agreement that cannot be expatriated shall be made by the deposit thereof in local currency to the credit of ABX in a recognized banking institution designated by ABX in writing. When in any country or jurisdiction in the Territory the law, regulation or fiscal policy prohibit both the transmittal and the deposit of royalties on sales of Products in such country or jurisdiction, royalty payments shall be suspended for as long as such prohibition is in effect, and as soon as such prohibition ceases to be in effect, all royalties that GNE would have been under an obligation to transmit or deposit but for such prohibition shall forthwith be deposited or transmitted.
Restrictions on Payment. If the Landlord is restricted, prevented or constrained by any limitation (which expression in this paragraph includes any Statute, public policy or imposition by any means whatsoever (whether legally binding or not) of control over rents) from obtaining, demanding or accepting from the Tenant or the Tenant is similarly restricted, prevented or constrained from paying to the Landlord the full rent for the time being reserved by this Lease the Tenant shall pay rent at the highest level from time to time recoverable and the monies passing under this Lease by way of rent are to be increased by such amounts and at such times as may be permitted until such full rent passes and the Landlord will not be prevented from requiring a revision of rent in accordance with this Lease on the ground that the revised rent or any previous revised rent will not or has not yet become payable in full.
Restrictions on Payment. If by law, regulations or fiscal policy of a particular country in the Territory, remittance of royalties in U.S. Dollars is restricted or forbidden, written notice thereof will promptly be given to SG, and payment of the royalty shall be made by the deposit thereof in local currency to the credit of SG in a recognized banking institution designated by SG in writing. When in any country in the Territory the law or regulations prohibit both the transmittal and deposit of royalties on sales in such country, royalty payments shall be suspended for as long as such prohibition is in effect and as soon as such prohibition ceases to be in effect, all royalties that GNE would have been under an obligation to transmit or deposit but for the prohibition shall forthwith be deposited or transmitted to the extent allowable.
Restrictions on Payment. 11.3.1 The ADAMH Board shall not make payment to the Provider in excess of the total Contract amount allocated to the Provider on page 1 of the Contract unless such payment is required under applicable law.
11.3.2 If the ADAMH Board has made a determination, based on substantial evidence, that there has been a violation of Article 10 or this Article 11 or Provider has otherwise breached this contract, then the ADAMH Board shall have the right to set off the amount in dispute from future payments which are due under this Contract, subject to dispute resolution sections.
11.3.3 The ADAMH Board shall be the payer of last resort.
11.3.4 No payment shall be made if such payment is not permitted under applicable law. If there is a dispute as to whether a payment is permitted under Federal or State law, the matter shall be submitted to OMHAS, whose decision shall be followed pending the exhaustion of the procedures as set forth in Article 13 and Article 14 or until no further administrative or judicial appeals are permitted through waiver or otherwise.
11.3.5 A payment under this Contract may be suspended if any information or report listed below is not promptly submitted in accordance with terms of this Contract or is not made available for inspection in accordance with terms of this Contract, except that payment may only be suspended until such information is furnished or access to information is permitted:
a. Accurate billing information b. Evidence of insurance as required in Article 12.
11.3.6 No payment shall be withheld unless the ADAMH Board has given the Provider notice of the ADAMH Board’s intent to withhold payment and a statement of the reasons for the proposed action. Notice shall be in writing and received by the Provider not less than ten working days prior to the withholding of payments.
11.3.7 No payment shall be withheld if a report or information listed in Section 11.3.5 is not provided because of the ADAMH Board’s failure to provide the Provider with information necessary to complete the Provider’s reporting responsibilities.
