Payments Contract Clauses (8,394)

Payments. Each Guarantor hereby guarantees that payments hereunder will be paid to the Administrative Agent in Dollars or Euros, as applicable and depending on the currency in which of the relevant Obligation is due underlying Obligations, without set-off, counterclaim, deduction or withholding at the Administrative Agent's Office. The provisions of Section 5.4 of the Credit Agreement apply mutatis mutandis to this Guaranty and all payments made hereunder as though set out in full in this Guaranty.

Payments. This Non-Convertible Note evidences such loans from Holder to the Company in the amount of $2,000,000 each from time to time as Holder may elect to make to Company on the dates and in the manner set forth in Section 1.3 of the Purchase Agreement. All outstanding principal and accrued but unpaid interest on this Convertible Non-Convertible Note shall be due and payable on the Maturity Date. Holder must surrender this Convertible Non-Convertible Note to the Company to collect principal payments.... Accrued unpaid interest on the outstanding principal balance hereof shall be due and payable by the Company to Holder on the first Business Day of each January, April, July and October, commencing October 1, 2015 (each, an "Interest Payment Date"). The unpaid principal balance of this Convertible Non-Convertible Note shall bear interest (computed on the basis of a year of 365 or 366 days, as applicable, and the actual number of days elapsed), from the date hereof until such principal is paid, compounded quarterly at the rate of 9.00% 15.00% per annum, or, if the Claim Date occurs at such a time as the Stock Appreciation Date has not occurred, 8.00% per annum from and after the Claim Date. All such interest shall be due and payable upon maturity, howsoever such maturity may occur (whether by acceleration nor otherwise), or upon the repayment of this Convertible Non-Convertible Note as provided herein. During the continuance of an Event of Default, the outstanding principal amount of this Convertible Non-Convertible Note shall bear interest at a rate that is 2.00% per annum higher than the rate of interest otherwise applicable hereto. All payments on this Convertible Non-Convertible Note shall be made in lawful money of the United States of America by wire transfer to an account or accounts as directed by Holder, or as otherwise agreed by Holder and the Company. View More

Payments. 6.1 7.1 Repayment. All payment of principal shall be due and payable in lawful money of the United States of America at the principal office of the Holder, or at such other place as the holder hereof may from time to time designate in writing to the Company, not later than 5:00 p.m., Eastern Time, on the Maturity Date. All payments shall be applied first to the payment of any fees or charges outstanding hereunder, second to interest accrued and unpaid hereunder, and thereafter to principal. 6.2... 7.2 Prepayment. The Company may prepay, without penalty, any principal amount on this Note, in whole or in part, at any time. Any prepayment will be applied first to the payment of any fees or charges outstanding hereunder, second to interest accrued and unpaid hereunder, and thereafter to principal. 6.3 7.3 Ranking. All payments under this Note shall rank senior to all other existing and future indebtedness of the Company, excluding any capital and equipment leases. leases except as, and only to the extent, expressly set forth in the Intercreditor Agreement. View More

Payments. (a) Payment in full by a certified or bank check should be made for all the shares of which your option is exercised at the time of such exercise, and no shares shall be delivered until such payment is made. (b) Alternatively, payment may be made by delivering to the Company (i) shares of outstanding Company Common Stock of the Company together with stock powers duly executed and with signature guaranteed. In the event payment is made in whole or in part by such shares, said shares shall be... deemed to have a per share value equal to the closing price of the shares on the last trading day immediately preceding the date the shares are then being issued. issued, or (ii) immediately tendering back to the Company sufficient shares of the Common Stock acquired through exercise of the Option. 3 (c) The Company shall not be obligated to deliver any Company Stock stock unless and until: (1) until all applicable Federal and state laws and regulations have been complied with; and (2) the shares to be delivered have been listed, or authorized to be added to the list by the applicable exchange where they are listed. and (3) all legal matters in connection with the issuance and delivery of the shares of Company Stock Shares have been approved by counsel for the Company. You shall have no rights as a shareholder until the Company Stock stock is actually delivered to you. View More

Payments. All payments under this Agreement shall be made in shares of Verizon common stock. stock except for any fractional shares, which shall be paid in cash. Subject to paragraph 7(a), as soon as practicable after the Vesting Date (but in no event later than two and one-half months after the applicable Vesting Date), thereafter) the number of shares of the vested RSUs PSUs (minus any withholding for taxes) shall be paid to the Participant. The number of shares that shall be paid (plus withholding for... taxes) shall equal the number of vested PSUs (as provided in paragraph 5(b)). If the Participant dies before any payment due hereunder is made, such payment shall be made to the Participant's beneficiary, as designated under paragraph 11. Once a payment has been made with respect to a RSU, PSU, the RSU PSU shall be canceled; however, all other terms of the Agreement, including but not limited to the Participant's obligations and restrictions set forth in Exhibits A and B to this Agreement, shall remain in effect. Moreover, the Participant is required to hold all shares that are paid under the terms of this Agreement for a minimum of two years one year after the date the shares become vested. Thus, the Participant is required to hold all shares paid under this Agreement at least through May 4, 2020. March 13, 2021. Such restriction shall not apply if the Participant dies or becomes disabled at any time prior to the end of this two-year one-year holding period. View More

Payments. NCG shall make the following payments to Owner: Owner; 4.1 Annual Minimum Payments. On or at any time within ninety (90) days of the parties' execution of this Agreement, (the "Effective date") NCG shall pay to Owner the sum of fifteen twenty thousand dollars ($15,000.00) following ($20,000.00). Following the Effective Date, NCG shall pay the following Minimum Payments to Owner: First anniversary of Effective Date $15,000 $20,000 Second anniversary of Effective Date $20,000 Third anniversary of... Effective Date $20,000 Fourth anniversary of Effective Date $25,000 $20,000 Fifth anniversary of Effective Date $25,000 $20,000 Sixth and any succeeding anniversary of the Effective Date $40,000 2 $20,000 The initial annual minimum payment and the Minimum Payments provided in this Section shall not be credited against the Purchase Price if NCG elects to exercise the Option. NCG shall not be obligated to pay the Annual Minimum Payments referenced above, after the exercise and closing of the Option and Minimum Payments paid after closing of the Option shall be credited against the Royalty payable in accordance with the Deed. To Purchase. 4.2 Production Royalty. NCG shall pay to Owner a production royalty (the "Royalty") based on the Gross Returns from the production and sale of Minerals from the Property. Property, as commercially defined by the Rocky Mountain Law Foundation. The Royalty percentage rate shall be two one percent (2%). (1%). Owner shall have the right of first selection of coarse gold, nuggets, and mineral specimen gold produced from the property of up to Owner'1% Gross Production Royalty (taken in kind). If all or part of the Royalty is taken in kind, the material selected shall be evaluated by a mutually acceptable third party for the estimated gold content. If the Royalty is not taken in kind, commercially acceptable Royalty terms shall apply as defined by the Rocky Mountain Mineral Law Foundation. If NCG chooses to abandon the property after the purchase of the property from the Owner, NCG shall notify Owner in writing of their intent to abandon the Property, and at Owner's discretion, NG shall deed the property back to Owner. 4.3 Method of Payment. NCG shall pay all payments under this Agreement by wire transfer or another acceptable payment method to an account which Owner designates. approved by Owner. View More

Payments. Whenever any payment of cash is to be made by the Company to the Holder any Person pursuant to this Note, such payment shall be made in lawful money of the United States of America by a check drawn on the account of the Company and sent via overnight courier service to the Holder such Person at such address as previously provided to the Company in writing (which address, in the case of the Holder Lender as of the date of issuance hereof, shall initially be the address for the Holder Lender as... set forth in Section 6 hereof); the Agreement); provided that the Holder Lender may elect to receive a payment of cash via wire transfer of immediately available funds by providing the Company with not less than two (2) Business Days prior written notice setting out such request and the Holder's Lender's wire transfer instructions. Whenever any payment to be made shall otherwise be due on a day that which is not a Business Day, such payment shall be made on the immediately succeeding Business Day and such extension of time shall be included in the computation of accrued interest. All payments received by the Lender after 5:00 p.m. shall be deemed received on the next succeeding Business Day and any applicable interest shall continue to accrue. View More

Payments. This Award was granted in consideration of your past services to the Company and its Affiliates. Subject to Section 11 below, you will not be required to make any payment to the Company with respect to your receipt of the Award, vesting of the Units or the delivery of the shares of Common Stock or the cash equivalent of such shares underlying the Units.

Payments. The PSU Performance Cash Award shall be paid to the Participant in a lump sum cash payment no later than the March 15th occurring immediately after the last day of the Performance Period; provided that and except as otherwise provided for in this Agreement, the Participant has remained continuously employed by the Company or one of its Affiliates through the date on which the PSU Performance Cash Award is settled pursuant to this Section 4. Notwithstanding any other provision of the Agreement... to the contrary, no payment shall occur unless and until the Committee has certified that the applicable Performance Criteria have been satisfied, which certification shall occur within 60 days following the last day of the Performance Period. View More

Payments. 3.1 Sublicense Fees. (a) Sublicense Initiation Fee. Within 10 days after the Effective Date, Celladon shall pay to AmpliPhi a sublicense initiation fee of $310,000. (b) Sublicense Maintenance Fees. On or before May 15 of each year following the Effective Date during the term of this Agreement, Celladon shall pay to AmpliPhi an annual sublicense maintenance fee of $310,000. 3.2 Reimbursement of AmpliPhi for AmpliPhi Licensed Technology. Penn Payments. Celladon shall pay to AmpliPhi all UPenn Penn Payments that become due and payable by AmpliPhi pursuant to the UPenn Penn Agreement. Celladon shall make payment to AmpliPhi of such UPenn Penn Payments at least ten (10) 10 days before such UPenn Penn Payments are due from AmpliPhi to UPenn, Penn, together with reasonable supporting documentation but in any event at least such documentation as required for AmpliPhi to comply with its associated reporting obligations under the UPenn Penn Agreement. AmpliPhi and Celladon shall keep complete and accurate records pertaining to the UPenn Penn Payments and the calculation thereof, and Celladon and AmpliPhi shall each have the right to cause an independent, certified public accountant reasonably acceptable to the other party to audit such records, in each case in accordance with Section 3.5. 3.2 3.7. 3.3 Royalties on Companion Diagnostics. (a) Royalty. Subject to the terms and conditions of this Agreement, Celladon shall pay to AmpliPhi a [...***...] percent ([...***...]%) royalty on Net Sales of any Companion Diagnostic, the manufacture, use or sale of which is claimed or covered by a Valid Claim of the Group 2 Patents in the country of sale. (b) Royalty Term. Celladon's royalty payment obligations under this Section 3.3 will expire on a Companion Diagnostic-by-Companion Diagnostic and country-by-country basis upon the expiration of the last-to-expire of the Group 2 Patents containing a Valid Claim claiming or covering the manufacture, use or sale of such Companion Diagnostic in such country. (c) Payment Timing. Celladon will make royalty payments to AmpliPhi within 45 days of the last day of each calendar quarter for which such payment are due under this Section 3.3. Each such payment will be accompanied by a written report showing the cumulative Net Sales received by Celladon, its Affiliates and Sublicensees during such calendar quarter and the corresponding payments due under this Agreement. ***Confidential Treatment Requested 3.4 No Other Payments. Section 3.1 sets Sections 3.1, 3.2 and 3.3 set forth Celladon's entire payment obligation with respect to Celladon's license to AmpliPhi Retained Technology and AmpliPhi Licensed Technology. 3.3 the sublicense granted under Section 2.1 hereof. 3.5 Exchange Rate; Manner and Place of Payment. All payments hereunder shall be payable in U.S. dollars. When conversions of payments from any foreign currency is necessary pursuant to this Agreement, such conversion shall be made using the applicable average mid-rate exchange rate for converting the applicable currency to the U.S. dollar as published by The Wall Street Journal on the last business day of each month during the calendar quarter for which payment is due. All payments owed under this Agreement shall be made by wire transfer in immediately available funds to a bank and account designated in writing by AmpliPhi, unless otherwise specified in writing by AmpliPhi. 3.4 3.6 Income Tax Withholding. AmpliPhi shall pay any and all taxes levied on AmpliPhi on account of any payments made to it under this Agreement. If any taxes are required to be withheld by Celladon, Celladon shall (a) deduct such taxes from the payment made to AmpliPhi, (b) timely pay the taxes to the proper taxing authority, and (c) send proof of payment to AmpliPhi and certify its receipt by the taxing authority within 30 days following such payment. Celladon shall reasonably cooperate with AmpliPhi to obtain any applicable reductions or exemptions from any such withholding taxes, if any, in accordance with applicable law. 3.5 3.7 Audits. To the extent required by the UPenn Penn Agreement, Celladon shall keep, and shall cause its Affiliates and Licensees Sublicensees to keep, complete and accurate records pertaining to UPenn Penn Payments in sufficient detail to permit AmpliPhi to confirm the accuracy of the UPenn Penn Payments due hereunder. AmpliPhi shall have the right to cause an independent, certified public accountant selected by AmpliPhi, who does not currently provide AmpliPhi auditing services, and who is reasonably acceptable to Celladon, to audit such records to confirm UPenn Penn Payments due hereunder for a period covering not more than the preceding three years. Such audits may be exercised during normal business hours upon reasonable prior written notice to Celladon. Prompt adjustments shall be made by the parties to reflect the results of such audit and Celladon shall promptly remit to AmpliPhi the amount of any underpayment. AmpliPhi shall bear the full cost of such audit unless such audit discloses an underpayment by Celladon of more than 10% of the amount of payments due under this Agreement, in which case, Celladon shall bear the full cost of such audit. View More