Reverse Termination Payment definition

Reverse Termination Payment shall have the meaning given to that term in Clause 9.2;
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Reverse Termination Payment has the meaning ascribed to it in Section 9.2(a).
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Reverse Termination Payment has the meaning given to it in clause 17.2;
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Examples of Reverse Termination Payment in a sentence

  • The Parties acknowledge and agree that in no event will Parent or the Company be required to pay, as applicable, the Reverse Termination Payment or the Reimbursement Payment on more than one occasion, whether or not the Reverse Termination Payment or the Reimbursement Payment may be payable pursuant to more than one provision of this Agreement at the same or at different times and upon the occurrence of different events.

  • Parent and the Company consider that any amounts payable under this Section 9 do not represent consideration for a taxable supply for VAT purposes and agree to use all reasonable efforts to secure that any Reverse Termination Payment should not represent consideration for a taxable supply for VAT purposes (including not taking any contrary position in any Tax filing or return or in any correspondence with any Tax Authority).

  • In the event of a Specified Termination, then Parent shall pay to the Company (or an entity designated by the Company) $974,415,054 (the “Reverse Termination Payment”) in immediately available funds within seven Business Days thereafter; provided that the Company shall not be entitled to receive the Reverse Termination Payment if the Company’s breach of this Agreement shall have been the primary cause of such Specified Termination.

  • In no event shall any VAT be deducted from the termination payment as referred to in clause 17.1.1 or added to the Reverse Termination Payment, and the Buyer shall be under no obligation to reimburse the Company for any such VAT levied from the Company.

  • The Reverse Termination Payment shall be paid by the Offeror to CanniMed by wire transfer in immediately available funds to an account specified by CanniMed.

  • The Reverse Termination Payment shall be paid by the Offeror within three business days of the day on which this Agreement is terminated in accordance with Section 8.1(i).

  • The Parties acknowledge that the payment of the Termination Fee, Expense Reimbursement or Reverse Termination Payment is the payment of liquidated damages that are a genuine pre-estimate of the damages the Offeror or CanniMed, as applicable, will suffer or incur as a result of the event giving rise to such payment and the resultant termination of this Agreement and is not a penalty.

  • This Section 8.2 and the payment of the Termination Payment and Expense Reimbursement and Reverse Termination Payment, shall not relieve or have the effect of relieving any Party in any way from liability for damages incurred or suffered by a Party as a result of an intentional or wilful breach of this Agreement, including the intentional or wilful making of a misrepresentation in this Agreement.

  • Notwithstanding the foregoing, if (i) the FSA fails to approve any extension to the Expiration Date requested by the Bidder in accordance with Section 3.2(a) (and such requested extension was to a date prior to the Drop Dead Date) and (ii) this Agreement is terminated pursuant to Section 13.2(a), then no Reverse Termination Payment shall be payable hereunder, notwithstanding that the conditions to such payment may otherwise have been satisfied pursuant to this Section 14.1.

  • The Parties acknowledge and agree that the maximum aggregate liability of Buyer and the other Buyer Related Parties shall be an amount equal to the Reverse Termination Payment.


More Definitions of Reverse Termination Payment

Reverse Termination Payment has the meaning ascribed to it in Section 9.2(a). “RSU Cash Consideration” has the meaning ascribed to it in Section 4.1(b)(i).
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Reverse Termination Payment means an amount equal to one hundred five million Dollars ($105,000,000).
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Related to Reverse Termination Payment

  • Reverse Termination Fee shall have the meaning set forth in Section 9.2(b).

  • Lease Termination Payments means all payments received by or on behalf of any Seller with respect to a Lease with respect to any terminations, surrenders, modifications, renewals or amendments of any such Lease.

  • Early Termination Payment is defined in Section 4.3(b) of this Agreement.

  • Termination Payment Date means the date on which the RECIPIENT is required to repay to ECOLOGY any outstanding balance of the loan and all accrued interest.

  • Termination Payment has the meaning set forth in Section 6.03.

  • Early Termination Amount means, in respect of any Note, its principal amount or such other amount as may be specified in, or determined in accordance with, these Conditions or the relevant Final Terms;

  • Swap Termination Payment Upon the designation of an “Early Termination Date” as defined in the Swap Agreement, the payment to be made by the Swap Administrator to the Swap Provider from payments from the Trust Fund, or by the Swap Provider to the Swap Administrator for payment to the Trust Fund, as applicable, pursuant to the terms of the Swap Agreement.

  • Termination Payments has the meaning specified in Section 10(a).

  • Separation Payment means any lump sum cash payment in excess of Earned Salary and Accrued Obligations payable to Employee under this Agreement.

  • Purchase Termination Date means the date upon which the Transferor shall cease, for any reason whatsoever, to make purchases of Receivables from the Seller under the Receivables Purchase Agreement or the Receivables Purchase Agreement shall terminate for any reason whatsoever.

  • Lease Termination Date means the last day of the Lease Term.

  • Estimated Swap Termination Payment means, with respect to an Early Termination Date, an amount determined by Party A in good faith and in a commercially reasonable manner as the maximum payment that could be owed by Party B to Party A in respect of such Early Termination Date pursuant to Section 6(e) of the ISDA Master Agreement, taking into account then current market conditions.

  • Company Termination Fee has the meaning set forth in Section 7.3(a).

  • Escrow Termination Date has the meaning ascribed to such term in Section 9.12.

  • Early Termination Date means the date determined in accordance with Section 6(a) or 6(b)(iv).

  • Termination Compensation means a monthly cash amount equal to one-twelfth ( 1/12th) of the highest amount of the annual cash compensation (including cash bonuses and other cash-based compensation, including for these purposes amounts earned or payable whether or not deferred) received by Executive during any one of the three (3) calendar years immediately preceding the calendar year in which Executive’s Termination Date occurs; provided, that if the cash compensation received by Executive during the Termination Year exceeds the highest amount of the annual cash compensation received by Executive during any one of the immediately preceding three (3) consecutive calendar years, the cash compensation received by Executive during the Termination Year shall be deemed to be Executive’s highest amount of annual cash compensation. In no event shall Executive’s Termination Compensation include equity-based compensation (e.g., income realized as a result of Executive’s exercise of non-qualified stock options or other stock based benefits).

  • Termination Benefits means the benefits described in Section 4.1(b).

  • Final Termination Date means the last date of the final year in which the Applicant is required to Maintain Viable Presence and as further identified in Section 2.3.E of this Agreement.

  • Automatic Early Termination provision of Section 6(a) will not apply to Party A and will not apply to Party B.

  • Loan Termination Date means the earliest to occur of the following: (a) November , 2009, (b) the date the Obligations are accelerated pursuant to this Agreement or the Revolving Note and (c) the date the Bank has received (i) notice in writing from the Borrower of the Borrower’s election to terminate this Agreement or the Revolving Note or (ii) indefeasible payment in full of the Obligations.

  • Compensation Accrued at Termination means the following:

  • Agreement Termination Date is defined in Section 7.4.

  • Early Termination Event has the meaning specified in Section 9.2.

  • Mandatory Termination Date means the "Termination Date" set forth under "Investment Summary--Essential Information" in the Prospectus for the Trust.

  • Accrual Termination Date Not applicable.

  • Early Termination Effective Date is defined in Section 4.2 of this Agreement.