Payments Contract Clauses (2,652)

Payments. The Purchaser encloses herewith either a check payable to, or will immediately make a wire transfer payment to, "Signature Bank, as Escrow Agent for Summit Wireless Technologies, Inc.," in the full amount of the purchase price of the Securities being subscribed for. Together with the check for or wire transfer of the full purchase price, the Purchaser is delivering a completed and executed signature page to this Subscription Agreement along with a completed and executed Accredited Investor Certi...fication, which are annexed hereto. Please note that by executing the attached Subscription Agreement, you will be deemed to have executed the Unit Purchase Agreement, the Registration Rights Agreement, and have agreed to the terms of the Warrant and to all exhibits, supplements and schedules to all of the foregoing, all as the same may be amended from time to time (collectively, the "Transaction Documents"), and will be treated for all purposes as if you did review, approve and execute, if required, each such Transaction Document, even though you may not have physically signed the signature pages to such documents. View More

Payments. Guarantor hereby agrees that the Obligations will be paid to Buyer without set-off or counterclaim in U.S. Dollars.

Payments. The entire balance of this Note is due and payable on or before September 30, 2021 (the "Maturity Date"). Maker may prepay all or any portion of this Note at any time without penalty.

Payments. 1.1 Payments. Borrower shall make monthly payments of $___________ on or before the first day of each month, to be paid to the Lenders pursuant to their pro rate share of the Loan as specified below. Lender Pro Rata Share of Payments ________ _____ % ________ _____ % ________ _____ % ________ _____ % The balance of the Loan plus all accrued and unpaid interest shall be due in full on the Maturity Date. 1.2 Maturity. The outstanding principal balance of the Note together with all interest payment...s are due by ___________________ (the "Maturity Date"). 1.3 Interest. This Note shall accrue simple interest at the rate of twelve percent (12.0%) for the duration of this Note. If the interest payment due hereunder is determined to be in excess of the legal maximum rate, then that portion of the interest payment representing an amount in excess of the then legal maximum rate shall instead be deemed a payment of principal and shall be applied against principal. 1.4 Prepayment of the Note. Borrower may prepay this Note in whole or in part without the consent of the Lenders. Prepayments shall be applied first to any accrued and unpaid interest and then to principal. All pre payments shall be made to the Lenders pursuant to their pro rata share. The Borrower shall deliver to each Lender on or before the closing of the Offering (as defined below) warrants to purchase the number of shares of its Parent's common stock (the "Warrant") as set forth below. The terms of the Warrant shall be identical to the terms of the warrants issued to investors under the terms of the Offering. The "Offering" shall mean the Company's parent corporation, Americrew Inc. formerly known as PhoneBrasil International, Inc. (the "Parent") offering of up to $___________ of senior secured convertible notes pursuant to that certain Generally Solicited Private Placement Memorandum dated ____________, 2021. Lender Warrants to be Issued ________ ________ ________ ________ ________ ________ ________ ________ 2 3. Default and Remedies: The failure of Borrower to make any payment of principal or of interest on this Note when due for a period of ten (10) days after being notified by any Lender thereof in writing will be an event of default ("Event of Default") under this Note. If an Event of Default shall have occurred, without presentment, demand, protest or notice of any kind, all of which are expressly waived by Borrower, any Lender may declare this Note immediately due and payable in full, both as to principal and accrued interest without any further notice to Borrower, and any Lender may proceed to exercise and enforce any and all of the rights and remedies available under law, in equity and/or otherwise available under this Note. View More

Payments. 10.1. Google Payments. (a) For each applicable Advertising Service, Google will pay Company an amount equal to the Revenue Share Percentage (listed on the front pages of this Agreement) of [*****]. This payment will be made in the month following the calendar month in which the applicable Ads were displayed. (b) Google's payments for Advertising Services under this Agreement will be based on Google's accounting [*****]. 10.2. All Payments. (a) As between Google and Company, Google is responsible... for all taxes (if any) associated with the transactions between Google and advertisers in connection with Ads displayed on the Sites. Company is responsible for all taxes (if any) associated with the Services, other than taxes based on Google's net income. All payments to Company from Google in relation to the Services will be treated as inclusive of tax (if applicable) and will not be adjusted. If Google is obligated to withhold any taxes from its payments to Company, Google will notify Company of this and will make the payments net of the withheld amounts. Google will provide Company with original or certified copies of tax payments (or other sufficient evidence of tax payments) if any of these payments are made by Google. (b) All payments due to Google or to Company will be in the currency specified in this Agreement and made by electronic transfer to the account notified to the paying party by the other party for that purpose, and the party receiving payment will be responsible for any bank charges assessed by the recipient's bank. (c) In addition to other rights and remedies Google may have, Google may [*****]. ***** Confidential material redacted and filed separately with the Securities and Exchange Commission. 7 10.3 Accounting Upon written request during the Term and no more than once a year, Google will make available to Company, the latest available SSAE 16 (or similar report with comparable data) from a reputable, independent certified public accounting firm covering the key controls and validation mechanisms in place to meet the revenue reporting and payment obligations under this Agreement. View More

Payments. (a) Except as may be otherwise provided in this Section, the Company shall deliver to the Grantee (or the Grantee's estate in the event of death) the Shares underlying the vested Restricted Share Units within thirty (30) days following the date that the Restricted Share Units become vested in accordance with Section 2. (b) Notwithstanding Section 4(a), to the extent that the Grantee's right to receive payment of the Restricted Share Units constitutes a "deferral of compensation" within the meani...ng of Section 409A of the Code, payment of any vested Restricted Share Units shall be subject to the following rules, to the extent necessary to comply with Section 409A of the Code: (i) Except as provided in Section 4(b)(ii), the Shares underlying the vested Restricted Share Units shall be delivered to the Grantee (or the Grantee's estate in the event of death) within thirty (30) days after the earlier of: (A) the Grantee's "separation from service" within the meaning of Section 409A of the Code; (B) the occurrence of a "change in the ownership," a "change in the effective control" or a "change in the ownership of a substantial portion of the assets" of the Company within the meaning of Section 409A of the Code; or (C) the applicable Vesting Date. (ii) If the Restricted Share Units become payable as a result of Section 4(b)(i)(A), but not as a result of the Grantee's death, and the Grantee is a "specified employee" at that time within the meaning of Section 409A of the Code, then the Shares underlying the vested Restricted Share Units shall instead be delivered to the Grantee within thirty (30) days after the first business day that is more than six months after the date of his or her separation from service (or, if the Grantee dies during such six-month period, within thirty (30) days after the Grantee's death). (c) The Company's obligations with respect to the Restricted Share Units shall be satisfied in full upon the delivery of the Shares underlying the vested Restricted Share Units. View More

Payments. Royalties shown to have accrued by each royalty report provided for under Section 5 above shall be due on the date such royalty report is due. Payment of royalties in whole or in part may be made in advance of such due date. 6.2 Exchange Control. If at any time legal restrictions prevent the prompt remittance of part or all royalties with respect to any country in the Territory where the Product is sold, Company shall have the right, in its sole discretion, to make such payments by depositing th...e amount thereof in local currency to ID4's account in a bank or other depository institution in such country. If the royalty rate specified in this Agreement should exceed the permissible rate established in any country, the royalty rate for sales in such country shall be adjusted to the highest legally permissible or government-approved rate. 6.3 Withholding Taxes. Company shall be entitled to deduct the amount of any withholding taxes, value-added taxes or other taxes, levies or charges with respect to such amounts, other than United States taxes, payable by Company, its Affiliates or sublicensees, or any taxes required to be withheld by Company, its Affiliates or sublicensees, to the extent Company, its Affiliates or sublicensees pay to the appropriate governmental authority on behalf of ID4 such taxes, levies or charges. Company shall use reasonable efforts to minimize any such taxes, levies or charges required to be withheld on behalf of ID4 by Company, its Affiliates or sublicensees. Company promptly shall deliver to ID4 proof of payment of all such taxes, levies and other charges, together with copies of all communications from or with such governmental authority with respect thereto. View More

Payments. For value received, Borrower promises to pay to the order of Lender, the principal amount of $261,363.14, together with interest thereon as provided herein. This Equipment Note shall be payable by Borrower to Lender in 48 consecutive monthly, installments of principal and interest (the "Payments") commencing on April 30, 2014 (the "Initial Payment") and continuing thereafter through and including March 31, 2018 (the "Maturity Date") (collectively, the "Equipment Note Term"). Each Payment shall b...e in the amount provided below, and due and payable on the same day of the month as the Initial Payment set forth above in each succeeding payment period (each, a "Payment Date") during Equipment Note Term. All interest hereunder shall be calculated on the basis of a year of 360 days comprised of 12 months of 30 days each. The final Payment due and payable on the Maturity Date shall in any event be equal to the entire outstanding and unpaid principal amount of this Equipment Note, together with all accrued and unpaid interest, charges and other amounts owing hereunder and under the Master Agreement. (a) Interest Rate. Interest shall accrue on the entire principal amount of this Equipment Note outstanding from time to time at a fixed rate of 3.5000 percent per annum or, if less, the highest rate of interest permitted by applicable law (the "Interest Rate"), from the Advance Date set forth below until the principal amount of this Equipment Note is paid in full, and shall be due and payable on each Payment Date. Equipment Security Note 4.1.06 (b) Payment Amount. The principal and interest amount of each Payment shall be $5,843.03. Partial prepayments shall be applied against principal installments in their inverse order of maturity. A prepayment charge will not be due if this Equipment Note is refinanced with the Lender. View More

Payments. (a) Subject to the Committee's certification in writing of the achievement of the Performance Goal, within 60 days following a vesting date set forth in Sections 2, 4(b) or 4(c), as applicable, but in no event later than the 15th day of the third month of the year following the later of the calendar year or the Company's taxable year, in each case, in which such vesting date occurs, the Company shall distribute to the Participant (or to the Participant's Beneficiary in the event of death) the Sh...ares underlying the Performance Share Units that vested on such vesting date, reduced by the number of Shares (if any) that are withheld from the Award for the payment of Tax-Related Items (as defined in Section 12 hereof) and upon the satisfaction of all other applicable conditions as to the Performance Share Units; provided, however, that the Shares may be distributed following the date contemplated in this Section to the extent permitted under Section 409A of the Code without the payment becoming subject to, and being treated as "nonqualified deferred compensation" within the meaning of Section 409A of the Code (such as where the Company reasonably anticipates that the payment will violate federal securities laws or other applicable laws). Payment of any vested Performance Share Units shall be made in whole Shares. Vested Performance Share Units shall be rounded down to the nearest whole Share, and the Company shall pay the value of any fractional Shares to the Participant in cash on the basis of the Fair Market Value per share of Common Stock on the date of distribution. (b) The Company shall not, however, be obligated to issue Shares to the Participant in accordance with Section 5(a) (or otherwise) unless the issuance and delivery of such Shares shall comply with all relevant provisions of law and other legal requirements including, without limitation, any applicable federal, state or foreign securities laws, any applicable Tax-Related Items and the requirements of any stock exchange upon which Shares may be listed. (c) Anything in the foregoing to the contrary notwithstanding, Performance Share Units granted under this Agreement may be suspended, delayed or otherwise deferred for any of the reasons contemplated in Sections 4 and 5 only to the extent such suspension, delay or deferral is permitted under U.S. Treas. Reg. §§1.409A-2(b)(7), 1.409A-1(b)(4)(ii) or successor provisions, or as otherwise permitted under Section 409A of the Code. View More

Payments. The total value (the "Earned Amount") owed to you in connection with this Agreement will be determined by multiplying the number of Target Shares by the Award Modifier and the average Fair Market Value of the Common Stock for the last ten trading days immediately prior to the end of the Performance Period. Except as otherwise expressly provided herein, the total value owed to you based on the calculations set forth above will be paid to you [ ]% in cash (the "Cash Payment") and [ ]% in common st...ock of the Company (the "Stock Issuance"). Stock Issuance The number of shares (if any) to be issued in connection with the Stock Issuance (the "Shares") shall be calculated by multiplying the number of Target Shares by the Award Modifier and then multiplying this number by [ ]%. Section 16 Officer 2 Cash Payment The amount of cash (if any) to be issued in connection with the Cash Payment shall be calculated by multiplying the Earned Amount by [ ]%. Any amount payable to you pursuant to this Agreement will be paid to you by the legal entity that is a member of the Company Group (as defined below) and that is classified as your employer (the "Employer") as soon as administratively practicable following the date of the Committee's certification that the Performance Goals have been satisfied, but no later than March 15 of the calendar year following the calendar year in which the Ending Date occurs (the "Payment Date"). With respect to the Stock Issuance (if any), the Company, on behalf of the Employer, shall cause the Shares to be issued to you on the Payment Date. The Shares that may be issued to you under this Agreement, and the Cash Payment made to you under this Agreement, will be issued and made to you in exchange for the Performance Shares and thereafter you shall have no further rights with respect to such Performance Shares or this Agreement. Upon the issuance of Shares pursuant to this Agreement, such Shares shall be transferable by you (except to the extent that any proposed transfer would, in the opinion of counsel satisfactory to the Company, constitute a violation of applicable federal or state securities law). • Payment is to be made 50% in Cash and 50% in Common Stock • The average Fair Market Value of the Common Stock for the ten days immediately prior to the end of the Performance Period is $25. The total number of Performance Shares to vest would be the following: [Performance Goal A] Award Modifier: 500 Performance Shares x 150% Award Modifier = 750 Performance Shares [Performance Goal B]Award Modifier: 500 Performance Shares x 100% Award Modifier = 500 Performance Shares Total Performance Shares to vest = 750 Performance Shares + 500 Performance Shares = 1,250 Vested Shares Section 16 Officer 3 Example Payment of Vested Shares: The executive will receive 50% of the award in Common Stock (625 Shares) and 50% of the award in cash. The Cash Payment will be equal to 625 Shares x the average ten day Fair Market Value of Common Stock immediately prior to the Ending Date ($25), which results in a Cash Payment of $15,625. View More