Payments Contract Clauses (2,652)

Payments. (a) Accrued Rights. Following the Termination Date, Executive shall be entitled to: (i) the Accrued Rights (as defined in the Employment Agreement); and (ii) $243,689.79 in respect of a pro rata portion of Executive's Annual Target Bonus (as defined in the Employment Agreement) in respect of 2021, based on a fraction, the numerator of which is the number of days during 2021 up to and including August 31, 2021, and the denominator of which is the number of days in such fiscal year, payable no lat...er than 10 days following August 31, 2021, subject to the execution and non-revocation of the Release (as defined below). (b) Separation Payments. In addition to the payments set forth in Section 2(a) hereof, subject to (i) Executive's continued compliance with the Restrictive Covenants (as defined below), and (ii) Executive's execution and non-revocation of (x) this Agreement and (y) the General Release attached hereto as Exhibit A (the "Release") and in consideration of the Release, and Executive's other promises set forth herein, the Company, in full satisfaction of the obligations set forth in Section 5(d) of the Employment Agreement or otherwise, shall pay: 1 (i) to Executive, a lump-sum cash payment, payable within 55 days after the Termination Date and effectiveness of the Release, equal to the sum of: (A) $915,026.25, which is equal to 150% of Executive's Base Salary (as defined in the Employment Agreement) as of the date immediately prior to the Termination Date; (B) $954,114.75, which is equal to 150% of Executive's Annual Bonus (as defined in the Employment Agreement) for 2020; (C) $26,451.90, which is equal to the monthly COBRA costs of providing health and welfare benefits for Executive and Executive's dependents under the plans in which Executive was participating as of the Termination Date, times eighteen; (ii) to Executive, a lump-sum cash payment, payable within 75 days after the Termination Date and effectiveness of the Release, equal to $833,333, which is the amount that will be unpaid as of the Termination Date under the Cash Incentive Award letter agreement (the "Retention Letter") from the Company dated as of March 2, 2020 (the "Cash Incentive Award"); and (iii) on behalf of Executive, the amount required to buy out the Executive's leased Company automobile (the "vehicle") from the Company's fleet leasing provider (the "lessor"), payable to the lessor, and the Company shall permit Executive to retain the vehicle, and the Company will promptly take all actions necessary to effect the full and complete transfer of ownership and title of the vehicle from the lessor (or its affiliate, as the case may be) to Executive (collectively 2(b)(i), 2(b)(ii) and 2(b)(iii), the "Separation Benefits"). Except as otherwise expressly required by law or as specifically provided herein, Executive shall have no right to compensation, benefits or other amounts after the Termination Date. (c) Section 409A. To the extent that any of the Separation Benefits or the payment set forth in Section 2(a)(ii) (the "Conditioned Benefits") constitutes "nonqualified deferred compensation" for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"), any payment of any amount or provision of any benefit otherwise scheduled to occur prior to the 60th day following the Termination Date, but for the condition on executing the Release as set forth herein, shall not be made until the first regularly scheduled payroll date following such 60th day, after which any remaining Conditioned Benefits shall thereafter be provided to Executive according to the applicable schedule set forth herein. View More

Payments. Subject to the terms of the Plan, the Change in Control Agreement, and this Agreement, within 30 days after the following date (except as provided otherwise in Section 18 below), the Company shall make payment to you of the vested portion of the Performance Shares on such date (if any), less any vested Performance Shares previously paid to you (if any). The Company shall make payment to you by delivery to you (or, in the event of your death, to your estate or, if the Committee establishes a bene...ficiary designation procedure pursuant to Section 12 of the Plan, to any beneficiary that you have designated pursuant to such procedure) one or more certificates for a number of Shares equal to the number of vested Performance Shares payable to you on such date or in the Company's discretion may cause such Shares to be deposited in an account maintained by a broker designated by the Company. View More

Payments. (a) In consideration of the Services to be performed by Consultant, Maven agrees to pay Consultant in the manner set forth in the applicable Statement of Work. (b) Except to the extent expenses and costs are explicitly identified in the applicable Statement of Work, the Monthly Fees set forth in a Statement of Work shall be deemed inclusive of all actual net expenses and costs and Maven shall not be required to pay any amounts in excess of such Monthly Fees. Any expenses required to be paid by M...aven shall: (i) be preapproved by Maven in writing; (ii) reasonable; and (iii) not include any Consultant mark-up or overhead charges. (c) Unless otherwise set forth in the applicable Statement of Work, all fees and other charges described in such Statement of Work shall be deemed to be inclusive of all sales, use, value-added, income, gross-receipts and other taxes, as well as all duties, excises, levies, assessments and the like (collectively, "Taxes"), and Consultant shall be responsible for and pay all Taxes, however designated, which are levied or based on this Agreement. In the event that the parties agree in a Statement of Work that Maven will pay applicable sales taxes, duties or the like, Consultant shall break out such charges on a line-item basis in the applicable Statement of Work. Maven shall have the right to require Consultant to contest within any imposing jurisdiction, at Maven's reasonable expense, any taxes or assessments that Maven deems to have been improperly imposed on Maven. View More

Payments. All payments of interest and principal shall be in lawful money of the United States of America.

Payments. Maker shall pay to Lender the amount of any proceeds received by Maker as a result of the sale by Maker of all or any portion of the Regen Shares within two (2) Business Days (as defined below) of receipt of such proceeds. Maker may prepay all or any portion of this Note at any time without penalty.

Payments. (a) Fees. As payment for the Fees Advertiser will issue the Company such number of shares of Common Stock equal to the aggregate amount of Fees divided the Purchase Price ("Shares"). (b) Taxes. Advertiser is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by or to Advertiser hereunder, other than any taxes imposed on Company's income. ...2 (c) Share Adjustment. For so long as the Company owns any Shares, if Advertiser or any subsidiary thereof, as applicable, shall, except with respect to an Exempt Issuance, sell or grant any option to purchase, or sell or grant any right to reprice, or otherwise dispose of or issue (or announce any offer, sale, grant or any option to purchase or other disposition) any Common Stock or Common Stock Equivalents, at an effective price per share less than the Purchase Price then in effect (such lower price, the "Base Share Price" and such issuances collectively, a "Dilutive Issuance") (it being understood and agreed that if the holder of the Common Stock or Common Stock Equivalents so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share that is less than the Purchase Price, such issuance shall be deemed to have occurred for less than the Purchase Price on such date of the Dilutive Issuance at such effective price), then simultaneously with the consummation (or, if earlier, the announcement) of each Dilutive Issuance the Purchase Price shall be reduced and only reduced to equal the Base Share Price and the Advertiser will issue the Company such additional Shares calculated as follows: (X * (Y/Z)) – X Where X shall mean the Shares held immediately before the Dilutive Event; Where Y shall mean the Purchase Price; and Where Z shall mean the Base Share Price. View More

Payments. (a) Interest. Accrued interest on this Note shall be payable quarterly, in arrears, on each Interest Payment Date. (b) Voluntary Prepayment. Upon five business days' prior written notice to Investor, the Company may prepay this Note in whole or in part, provided that any such prepayment will be applied first to the payment of accrued but unpaid interest on this Note and second, if the amount of prepayment exceeds the amount of all such interest, to the payment of outstanding principal of this No...te. View More

Payments. 3.1 Equity Payments. As partial consideration for the License and other acts of Licensor required hereunder, Licensee shall issue to Licensor Milestone Payments through the issue of its unregistered securities as set forth below in Section 3.2. -4- 3.2 Milestone Payments. Licensee shall pay to Licensor, within ten (10) days after achievement of the corresponding milestone, each of the following one-time, non-refundable milestone equity payments by the issuance of the following amount of Licensee...'s securities: Milestone Event Milestone Payment 1. Execution of this agreement 12.5 million shares of Licensees common stock 2. Successful Investigational New Drug Application ("IND") to FDA; "Successful" means FDA acceptance for the Parties to proceed to human testing 17.5 million shares of Licensees common stock 3.3 Profit Sharing from Sale of Licensed Products. On a Licensed Product-by-Licensed Product and country-by-country basis, all Net Profits from the sale of any Licensed Product shall be payable 50% to Licensor and 50% to Licensee, with only one exception. In the event that the agreed upon budget is funded in full by CUBT and more funding is required, and CUBT or MABT provides that funding, CUBT or MABT shall be entitled to a distribution of Net Profits equal to a simple interest annual return of 5% on that excess funding, in addition to the return of the amount of the excess funding, prior to the 50/50 distribution anticipated by this provision. 3.4 Reports and Accounting. (a) Reports and Payments. Licensee and Licensor shall provide to the other Party, within thirty (30) days after the end of each calendar quarter, reasonably detailed written accountings of Net Profit of the Licensed Products for such calendar quarter. Such quarterly reports shall indicate (i) gross sales and Net Profit on a Licensed Product-by-Licensed Product and country-by-country basis, and (ii) the calculation of Net Profit. When either Party delivers such accounting to the other Party such report, the reporting Party shall also deliver all amounts due under Section 3.3 to the other Party for the calendar quarter. (b) Audits by the Parties. Each Party shall keep, and shall require its Affiliates and Sublicensees to keep, records of the latest three (3) years relating to gross sales, Net Profit, and all information relevant under Section 3.3. For the sole purpose of verifying amounts payable to the other Party, each Party shall have the right no more than once each calendar year, at the reviewing Party's expense, to review, together with its accountants, such records in the location(s) where such records are maintained by the other Party and its Affiliates and Sublicensees upon reasonable notice and during regular business hours. Results of such review shall be made available to the reviewed Party. If the review reflects an underpayment to the other Party, such underpayment shall be promptly remitted to other Party together with 5% interest. 3.5 Taxes. (a) Any amounts to be paid hereunder are stated before value added tax, goods and services tax, sales, export or import duties or any similar tax or duties, which will be paid by Licensee at the rate and in the manner from time to time prescribed by applicable law. -5- (b) Each Party shall be solely responsible for any tax imposed on or measured by the net or gross income of such Party or its Affiliates. View More

Payments. All payments on account of principal and interest shall be made in lawful money of the United States of America at the principal office of the Holder, or such other place as the Holder may from time to time designate in writing to the Company. All payments by the Company under this note (the "Note") shall be applied first to the accrued interest due and payable hereunder and the remainder, if any, to the outstanding principal.

Payments. The Company, for value received, promises to pay to Edgar Ray Smith, III, or his registered assigns, the principal sum of Fifteen Million Dollars (U.S.) ($15,000,000), plus accrued but unpaid interest on June 21, 2032 ("Stated Maturity") and to pay interest thereon (i) from and including the original issue date of the Subordinated Note to but excluding June 21, 2027 or the earlier redemption date contemplated by Section 4(a) of this Subordinated Note, and (ii) from and including June 21, 2027 to... but excluding the Stated Maturity or the earlier redemption date contemplated by Section 4(b) of this Subordinated Note, at the rate per annum, reset quarterly, equal to the Wall Street Journal's Prime Rate determined on the determination date of the applicable Interest Period plus 75 basis points, computed on the basis of a 360-day year and the actual number of days elapsed and payable quarterly in arrears on January 1, April 1, July 1 and October 1 of each year (each, a "Interest Payment Date"). Any payment of principal of or interest on this Subordinated Note that would otherwise become due and payable on a day which is not a Business Day shall become due and payable on the next succeeding Business Day, with the same force and effect as if made on the date for payment of such principal or interest, and no interest will accrue in respect of such payment for the period after such day. The term "Business Day" means any day that is not a Saturday or Sunday and that is not a day on which banks in the State of Louisiana are generally authorized or required by law or executive order to be closed. View More