Grouped Into 167 Collections of Similar Clauses From Business Contracts
This page contains Payments clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Payments. The Borrower may not prepay this Note prior to the Maturity Date. Within six (6) days prior to the Maturity Date, Borrower shall provide Lender with a written notice to pay the Note Amount on the Maturity Date. Within three (3) days of receiving written notice, the Lender shall elect to either (a) accept payment of the Note Amount or (b) convert any part of the Note Amount into shares of Common Stock. If the Lender elects to convert part of the Note Amount into shares of Common Stock, then the B...orrower shall pay the remaining balance of the Note Amount by the Maturity Date. 2 7. Piggyback Registration Rights. The Borrower shall include on the next registration statement the Borrower files with the SEC (or on the subsequent registration statement if such registration statement is withdrawn) all shares of Common Stock issuable upon conversion of this Note unless such shares of Common Stock are eligible for resale under Rule 144. Failure to do so shall result in liquidated damages of Twenty Five Percent (25%) of the outstanding principal balance of this Note being immediately due and payable to the Lender at its election in the form of cash payment or addition to the balance of this Note.View More
Payments. The Borrower may not prepay this Note prior to the Maturity Date. Within six (6) days prior to the Maturity Date, Borrower shall provide Lender with a written notice to pay the Note Amount on the Maturity Date. Within three (3) days of receiving written notice, the Lender shall elect to either (a) accept payment of the Note Amount or (b) convert any part of the Note Amount into shares of Common Stock. If the Lender elects to convert part of the Note Amount into shares of Common Stock, then the B...orrower shall pay the remaining balance of the Note Amount by the Maturity Date. 2 7. Piggyback Registration Rights. The Borrower shall include on the next registration statement the Borrower files with the SEC (or on the subsequent registration statement if such registration statement is withdrawn) all shares of Common Stock issuable upon conversion of this Note unless such shares of Common Stock are eligible for resale under Rule 144. Failure to do so shall result in liquidated damages of Twenty Five Percent (25%) of the outstanding principal balance of this Note being immediately due and payable to the Lender at its election in the form of cash payment or addition to the balance of this Note.View More
Payments. The Borrower may not prepay this Note prior to the Maturity Date. Date or the Extended Maturity Date, if extended by the Lender. Within six (6) days prior to the Maturity Date or Extended Maturity Date, the Borrower shall provide the Lender with a written notice to pay the Note Amount on the Maturity Date or Extended Maturity Date. Within three (3) days of receiving written notice, the Lender shall elect to either (a) accept payment of the Note Amount or (b) convert any part of the Note Amount i...nto shares of Common Stock. If the Lender elects to convert part of the Note Amount into shares of Common Stock, then the Borrower shall pay the remaining balance of the Note Amount by the Maturity Date or Extended Maturity Date. 2 7. Piggyback Registration Rights. The Borrower shall include on the next registration statement the Borrower files with the SEC (or on the subsequent registration statement if such registration statement is withdrawn) all shares of Common Stock issuable upon conversion of this Note unless such shares of Common Stock are eligible for resale under Rule 144. 144, excluding S-8 registration statements for employee stock grant and option plans. Failure to do so shall result in liquidated damages of Twenty Five Percent (25%) of the outstanding principal balance of this Note being immediately due and payable to the Lender at its election in the form of cash payment or addition to the balance of this Note. View More
Payments. The Borrower may not prepay this Note prior to the Maturity Date. Within six (6) days prior to the Maturity Date, Borrower shall provide Lender with a written notice to pay the Note Amount on the Maturity Date. Within three (3) days of receiving written notice, the Lender shall elect to either (a) accept payment of the Note Amount or (b) convert any part of the Note Amount into shares of Common Stock. If the Lender elects to convert part of the Note Amount into shares of Common Stock, then the B...orrower shall pay the remaining balance of the Note Amount by the Maturity Date. 2 7. Piggyback Registration Rights. The Borrower shall include on the next registration statement the Borrower files with the SEC (or on the subsequent registration statement if such registration statement is withdrawn) all shares of Common Stock issuable upon conversion of this Note unless such shares of Common Stock are eligible for resale under Rule 144. Failure to do so shall result in liquidated damages of Twenty Five Percent (25%) of the outstanding principal balance of this Note being immediately due and payable to the Lender at its election in the form of cash payment or addition to the balance of this Note.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
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 Performance Units 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. Vested Value. 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 stock 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 Earned Amount by the Award Modifier [ ]%, and then multiplying dividing this number by [ ]%. Section 16 Officer the average Fair Market Value of the Common Stock for the last ten trading days immediately prior to the Ending Date. Employee 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 Units and thereafter you shall have no further rights with respect to such Performance Shares Units 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 • Target Value is $100 • The average Fair Market Value of the Common Stock for the last ten trading days immediately prior to the end of the Performance Period Ending Date is $25. $25 The total number value of Performance Shares Units to vest would be the following: [Performance Goal A] Award Modifier: 500 Performance Shares Units x 150% Award Modifier x $100 = 750 Performance Shares $75,000 in value [Performance Goal B]Award Modifier: 500 Performance Shares Units x 100% Award Modifier x $100 = 500 $50,000 in value Employee 3 Total Value of Vested Performance Shares Total Performance Shares to vest Units = 750 Performance Shares + 500 Performance Shares = 1,250 Vested Shares Section 16 Officer 3 $125,000 Example Payment of Vested Shares: Performance Unit Value The executive will receive 50% of the award in Common Stock (625 Shares) and 50% of the award $62,500 in cash. The Cash Payment executive will be equal to 625 Shares x the also receive 2,500 shares of Common Stock ($62,500 in value divided by $25 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. Stock). View More
Payments. The Purchaser will immediately make a wire transfer payment to the Company pursuant to the instructions included herein in the full amount of the purchase price of the Securities being subscribed for hereby. Wire transfer instructions are set forth on the Subscription Instructions included on the last page hereof under the heading "To subscribe for Securities in the private offering of CytoDyn Inc." Together with a wire transfer (or, subject to the Company's approval in its sole discretion in li...eu of a wire transfer, a check) for the full purchase price, the Purchaser is delivering a completed and executed omnibus Signature Page to this Subscription Agreement and an initialed Accredited Investor Certification.View More
Payments. The Purchaser will immediately make a wire transfer payment to the Company escrow account for this Offering, pursuant to the instructions included herein in the full amount of the purchase price of the Securities being subscribed for hereby. Wire transfer instructions are set forth on the Subscription Instructions included on the last page hereof under the heading "To subscribe for Securities in the private offering of CytoDyn Inc." Together with a wire transfer (or, subject to the Company's app...roval in its sole discretion in lieu of a wire transfer, a check) for the full purchase price, the Purchaser is delivering a completed and executed omnibus Signature Page to this Subscription Agreement Agreement, a completed and an initialed Accredited Investor Certification. executed Purchaser Questionnaire and Certification, and such other documents as required by the Placement Agent (as defined below). View More
Payments. Except as otherwise provided for herein, all payments with respect to this Note shall be made in lawful currency of the United States of America by check or wire transfer of immediately available funds, at the option of the Lender, at the principal office of the Lender or such other place or places or designated accounts as may be reasonably specified by the Lender of this Note in a written notice to the Borrower at least one (1) business day prior to payment.
Payments. Except as otherwise provided for herein, all payments with respect to this Note shall be made in lawful currency of the United States of America by check or wire transfer of immediately available funds, at the option of the Lender, at the principal office of the Lender or such other place or places or designated accounts as may be reasonably specified by the Lender of this Note in a written notice to the Borrower at least one (1) business day prior to payment. -1- 7. Assignment. The rights and o...bligations of the Borrower and the Lender of this Note shall be binding upon, and inure to the benefit of, the permitted successors, assigns, heirs, administrators and transferees of the parties hereto. View More
Payments. Except as otherwise provided for herein, all payments with respect to this Note shall be made in lawful currency of the United States of America by check or wire transfer of immediately available funds, at the option of the Lender, Holder, at the principal office of the Lender Holder or such other place or places or designated accounts as may be reasonably specified by the Lender of this Note Holder in a written notice to the Borrower Company at least one (1) business day prior to payment. Payme...nt shall be credited to the Principal Amount. View More
Payments. (a) Except as otherwise provided for herein, all payments with respect to this Note shall be made in lawful currency of the United States of America by check or wire transfer of immediately available funds, at the option of the Lender, Holder, at the principal office of the Lender Holder or such other place or places or designated accounts as may be reasonably specified by the Lender Holder of this Note in a written notice to the Borrower Company at least one (1) three (3) business day days prio...r to payment. Payment shall be credited first to the accrued interest then due and payable and the remainder applied to principal. 3 (b) This Note may be prepaid in full, but not in part, without payment of additional fee or penalty. View More
Payments. 1.1 Tenant shall pay Tenant's Pro Rata Share of the amount, if any, by which Expenses (defined below) for each calendar year during the Term exceed Expenses for the Base Year (the "Expense Excess") and also the amount, if any, by which Taxes (defined below) for each calendar year during the Term exceed Taxes for the Base Year (the "Tax Excess"). If Expenses or Taxes in any calendar year decrease below the amount of Expenses or Taxes for the Base Year, Tenant's Pro Rata Share of Expenses or Taxes..., as the case may be, for that calendar year shall be $0. Landlord shall provide Tenant with a good faith estimate of the Expense Excess and of the Tax Excess for each calendar year during the Term. On or before the first day of each month, Tenant shall pay to Landlord a monthly installment equal to one-twelfth of Tenant's Pro Rata Share of Landlord's estimate of both the Expense Excess and Tax Excess. After its receipt of the revised estimate, Tenant's monthly payments shall be based upon the revised estimate. If Landlord does not provide Tenant with an estimate of the Expense Excess or the Tax Excess by January 1 of a calendar year, Tenant shall continue to pay monthly installments based on the previous year's estimate(s) until Landlord provides Tenant with the new estimate. Landlord shall endeavor to provide Tenant with the new estimates on or before the first (1st) day of May following the end of each calendar year. 1.2 As soon as is practical following the end of each calendar year, Landlord shall furnish Tenant with a statement of the actual Expenses and Expense Excess and the actual Taxes and Tax Excess for the prior calendar year. If the estimated Expense Excess or estimated Tax Excess for the prior calendar year is more than the actual Expense Excess or actual Tax Excess, as the case may be, for the prior calendar year, Landlord shall either provide Tenant with a refund or apply any overpayment by Tenant against Additional Rent due or next becoming due, provided if the Term expires before the determination of the overpayment, Landlord shall refund any overpayment to Tenant after first deducting the amount of Rent due. If the estimated Expense Excess or estimated Tax Excess for the prior calendar year is less than the actual Expense Excess or actual Tax Excess, as the case may be, for such prior year, Tenant shall pay Landlord, within 30 days after its receipt of the statement of Expenses or Taxes, any underpayment for the prior calendar year.View More
Payments. 1.1 Tenant 1.01Tenant shall pay Tenant's Pro Rata Share of the amount, if any, by which Expenses (defined below) for each calendar year during the Term exceed Expenses for the Base Year (the "Expense Excess") and also the amount, if any, by which Tenant's Pro Rata Share of Taxes (defined below) for each calendar year during the Term exceed Taxes for the Base Year (the "Tax Excess"). If Expenses or Taxes in any calendar year decrease below the amount of Expenses or Taxes for the Base Year, Tenant...'s Pro Rata Share of Expenses or Taxes, as the case may be, for that calendar year shall be $0. Term. Landlord shall provide Tenant with a good faith estimate of the Expense Excess Expenses and of the Tax Excess Taxes for each calendar year during the Term. On or before the first day of each month, Tenant shall pay to Landlord a monthly installment equal to one-twelfth one- twelfth of Tenant's Pro Rata Share of Landlord's estimate of both the Expense Excess Expenses and Tax Excess. Taxes. After its receipt of the revised estimate, Tenant's monthly payments shall be based upon the revised estimate. If Landlord does not provide Tenant with an estimate of the Expense Excess Expenses or the Tax Excess Taxes by January 1 of a calendar year, Tenant shall continue to pay monthly installments based on the previous year's estimate(s) until Landlord provides Tenant with the new estimate. The failure of Landlord to timely furnish any such statement for any year shall endeavor not preclude Landlord from enforcing its rights to provide Tenant with the new estimates on collect any Expenses or before the first (1st) day of May following the end of each calendar year. 1.2 As Taxes under this Exhibit B. 1.02As soon as is practical following the end of each calendar year, but no later than May 1st of each calendar year, Landlord shall furnish Tenant with a statement of the actual Expenses and Expense Excess and the actual Taxes and Tax Excess for the prior calendar year. If the estimated Expense Excess Expenses or estimated Tax Excess Taxes for the prior calendar year is more than the actual Expense Excess Expenses or actual Tax Excess, Taxes, as the case may be, for the prior calendar year, Landlord shall either provide Tenant with a refund or apply any overpayment by Tenant against Additional Rent due or next becoming due, provided if the Term expires before the determination of the overpayment, Landlord shall refund any overpayment to Tenant after first deducting the amount of Rent due. If the estimated Expense Excess Expenses or estimated Tax Excess Taxes for the prior calendar year is less than the actual Expense Excess Expenses or actual Tax Excess, Taxes, as the case may be, for such prior year, Tenant shall pay Landlord, within 30 calendar days after its receipt of the statement of Expenses or Taxes, any underpayment for the prior calendar year. Notwithstanding the foregoing to the contrary, Tenant shall not be responsible for any Expenses or Taxes which were first billed to Tenant more than eighteen (18) months after the expiration of the applicable calendar year for which such charges were incurred. View More
Payments. 1.1 1.01. Tenant shall pay (i) Tenant's Building Pro Rata Share of the amount, if any, by which Expenses (defined below) for each calendar year during the Term exceed Expenses for the Base Year (the "Expense Excess") and also Excess"), (ii) Tenant's Common Area Pro Rata Share of the amount, if any, by which Taxes (defined below) for each calendar year during the Term exceed Taxes for the Base Year (the "Tax Excess") and (iii) Tenant's Common Area Pro Rata Share of the amount, if any, by which Co...mmon Area Expenses (defined below) for the each calendar during the Term exceed Common Area Expenses for the Base Year (the "Common Area Expense Excess"). If Expenses, Taxes or Common Area Expenses or Taxes in any calendar year decrease below the amount of Expenses, Taxes or Common Area Expenses or Taxes for the Base Year, Tenant's Building Pro Rata Share of Expenses or Taxes, and Tenant's Common Area Pro Rata Share of Taxes and Common Area Expenses, as the case may be, for that calendar year shall be $0. Landlord shall provide Tenant with a good faith estimate of the Expense Excess, Tax Excess and of the Tax Common Area Expense Excess for each calendar year during the Term. On or before the first day of each month, Tenant shall pay to Landlord a monthly installment equal to one-twelfth of Tenant's Building Pro Rata Share of Landlord's estimate of both the Expense Excess and one-twelfth of Tenant's Common Area Pro Rata Share of Landlord's estimate of the Tax Excess and Common Area Expense Excess. If Landlord determines that its good faith estimate of the Expense Excess, the Tax Excess or the Common Area Expense Excess was incorrect by a material amount, Landlord may provide Tenant with a revised estimate, provided that Landlord shall not provide a revised estimate more than twice per calendar year. After its receipt of the revised estimate, Tenant's monthly payments shall be based upon the revised estimate. If Landlord does not provide Tenant with an estimate of the Expense Excess, the Tax Excess or the Tax Common Area Expense Excess by January 1 of a calendar year, Tenant shall continue to pay monthly installments based on the previous year's estimate(s) until Landlord provides Tenant with the new estimate. Landlord shall endeavor to provide Tenant with Upon delivery of the new estimates estimate, an adjustment shall be made for any month for which Tenant paid monthly installments based on the previous year's estimate. Tenant shall pay Landlord the amount of any underpayment within 30 days after receipt of the new estimate. Any overpayment shall be refunded to Tenant within 30 days or before credited against the first (1st) day next due future installment(s) of May following the end of each calendar year. 1.2 Additional Rent. 1.02. As soon as is practical following the end of each calendar year, Landlord shall furnish Tenant with a statement of the actual Expenses and Expense Excess and Excess, the actual Taxes and Tax Excess and the actual Common Area Expenses and Common Area Expense Excess for the prior calendar year. Landlord shall use reasonable efforts to furnish the statement of actual B-1 Expenses on or before June 1 of the calendar year immediately following the calendar year to which the statement applies. If the estimated Expense Excess, the estimated Tax Excess or the estimated Tax Common Area Expense Excess for the prior calendar year is more than the actual Expense Excess or Excess, actual Tax Excess and actual Common Area Expense Excess, as the case may be, for the prior calendar year, Landlord shall either provide Tenant with a refund or apply any overpayment by Tenant against Additional Rent due or next becoming due, provided if the Term expires before the determination of the overpayment, Landlord shall refund any overpayment to Tenant after first deducting the amount of Rent due. If the estimated Expense Excess, estimated Tax Excess or estimated Tax Common Area Expense Excess for the prior calendar year is less than the actual Expense Excess, actual Tax Excess or actual Tax Common Area Expense Excess, as the case may be, for such prior year, Tenant shall pay Landlord, within 30 days after its receipt of the statement of Expenses Expenses, Taxes or Taxes, Common Area Expenses, any underpayment for the prior calendar year. View More
Payments. 1.1 1.01 Commencing on the first day of the thirteenth (13th) month following the Commencement Date, Tenant shall pay Tenant's Pro Rata Share of the amount, if any, by which Expenses (defined below) for each calendar year during the Term exceed Expenses for the Base Year (the "Expense Excess") and also the amount, if any, by which Taxes (defined below) for each calendar year during the Term exceed Taxes for the Base Year (the "Tax Excess"). If Expenses or Taxes in any calendar year decrease belo...w the amount of Expenses or Taxes for the Base Year, Tenant's Pro Rata Share of Expenses or Taxes, as the case may be, for that calendar year shall be $0. In each year following the Base Year, Landlord shall provide Tenant with a good faith estimate of the Expense Excess and of the Tax Excess for each calendar year during the Term. On or before the first day of each month, Tenant shall pay to Landlord a monthly installment equal to one-twelfth of Tenant's Pro Rata Share of Landlord's estimate of both the Expense Excess and Tax Excess. After its receipt of the revised estimate, Tenant's monthly payments shall be based upon the revised estimate. If Landlord does not provide Tenant with an estimate of the Expense Excess or the Tax Excess by January 1 of a calendar year, Tenant shall continue to pay monthly installments based on the previous year's estimate(s) until Landlord provides Tenant with the new estimate. Landlord shall endeavor to provide Tenant with the new estimates on or before the first (1st) day of May following the end of each calendar year. 1.2 1.02 As soon as is practical following the end of each calendar year, Landlord shall furnish Tenant with a statement of the actual Expenses and Expense Excess and the actual Taxes and Tax Excess for the prior calendar year. If the estimated Expense Excess or estimated Tax Excess for the prior calendar year is more than the actual Expense Excess or actual Tax Excess, as the case may be, for the prior calendar year, Landlord shall either provide Tenant with a refund or apply any overpayment by Tenant against Additional Rent due or next becoming due, provided if the Term expires before the determination of the overpayment, Landlord shall refund any overpayment to Tenant after first deducting the amount of Rent due. If the estimated Expense Excess or estimated Tax Excess for the prior calendar year is less than the actual Expense Excess or actual Tax Excess, as the case may be, for such prior year, Tenant shall pay Landlord, within 30 days after its receipt of the statement of Expenses or Taxes, any underpayment for the prior calendar year. Landlord's failure to render any Landlord's statement with respect to any year shall not prejudice Landlord's right thereafter to render a Landlord's statement with respect thereto (provided such statement is rendered within eighteen (18) months following the expiration of the year in question) or with respect to any subsequent year, as the case may be, nor shall the rendering of a Landlord's statement prejudice Landlord's right thereafter to render a corrected Landlord's statement for that year. View More
Payments. (a) Method of Payment. All payments required by this Agreement shall be made by (i) wire transfer to the appropriate bank account as may from time to time be designated by the parties for such purpose; provided that, on the date of such wire transfer, notice of the transfer is given to the recipient thereof in accordance with Section 12, or (ii) any other method agreed to by the parties. All payments due under this Agreement shall be deemed to be paid when available funds are actually received b...y the payee. 22 (b) Interest. Any payment required by this Agreement that is not made on or before the date required hereunder shall bear interest, from and after such date through the date of payment, at the Prime Rate. (c) Characterization of Payments. Except to the extent otherwise required by applicable Law or pursuant to a Final Determination, the parties hereto agree to treat, and to cause their respective Affiliates to treat, (i) any payment required by this Agreement or by the Transaction Agreement (other than payments of interest), as either a contribution by Parent to Match or a distribution by Match to Parent, as the case may be (which contribution or distribution shall, in the case of any payment made following the Distribution Date, be treated as occurring immediately prior to the Distribution) and (ii) any payment of interest or non-federal Income Taxes by or to a Tax Authority, as taxable or deductible, as the case may be, to the party entitled under this Agreement to retain such payment or required under this Agreement to make such payment; provided that in the event such treatment is not permissible (or that an Indemnified Party nevertheless suffers a Tax detriment as a result of such payment), the payment in question shall be adjusted to place the Indemnified Party in the same after-tax position it would have enjoyed absent such applicable Law or Final Determination.View More
Payments. (a) Method of Payment. All payments required by this Agreement shall be made by (i) wire transfer to the appropriate bank account as may from time to time be designated by the parties respective Parties for such purpose; provided provided, however, that, on the date of such wire transfer, notice of the transfer is given to the recipient thereof in accordance with Section 12, 11, or (ii) any other method agreed to by the parties. Parties. All payments due under this Agreement shall be deemed to b...e paid when available funds are actually received by the payee. 22 28 (b) Interest. Any payment required by this Agreement that is not made on or before the date required hereunder shall bear interest, from and after such date through the date of payment, at the Prime Underpayment Rate. (c) Characterization of Payments. Except to the extent otherwise required by applicable Law or pursuant to a Final Determination, For all tax purposes, the parties hereto agree to treat, and to cause their respective Affiliates to treat, (i) treat any payment required by this Agreement or by the Transaction Agreement (other than payments of interest), as either a contribution by Parent Remainco to Match Spinco or a distribution by Match Spinco to Parent, Remainco, as the case may be (which contribution or distribution shall, in the case of any payment made following the Distribution Date, be treated as be, occurring immediately prior to the Distribution) and (ii) any payment of interest Spin-Off, except as otherwise mandated by applicable law or non-federal Income Taxes by or to a Tax Authority, as taxable or deductible, as the case may be, to the party entitled under this Agreement to retain such payment or required under this Agreement to make such payment; provided Final Determination; provided, however, that in the event it is determined (i) pursuant to applicable law, or (ii) pursuant to a Final Determination, that any such treatment is not permissible (or that an Indemnified Party nevertheless suffers a an Income Tax or Other Tax detriment as a result of such payment), the payment in question shall be adjusted to place the Indemnified Party in the same after-tax position it would have enjoyed absent such applicable Law law or Final Determination. View More
Payments. (a) Method of Payment. All payments required by this Agreement shall be made by (i) wire transfer to the appropriate bank account as may from time to time be designated by the parties respective Parties for such purpose; provided provided, however, that, on the date of such wire transfer, notice of the transfer is given to the recipient thereof in accordance with Section 12, or (ii) any other method agreed to by the parties. Parties. All payments due under this Agreement shall be deemed to be pa...id when available funds are actually received by the payee. 22 (b) Interest. Any payment required by this Agreement that is not made on or before the date required hereunder shall bear interest, from and after such date through the date of payment, at the Prime Underpayment Rate. (c) Characterization of Payments. Except to the extent otherwise required by applicable Law or pursuant to a Final Determination, For all tax purposes, the parties hereto agree to treat, and to cause their respective Affiliates to treat, (i) treat any payment required by this Agreement or by the Transaction Agreement (other than payments of interest), as either a contribution by Parent TriMas to Match Horizon or a distribution by Match Horizon to Parent, TriMas, as the case may be (which contribution or distribution shall, in the case of any payment made following the Distribution Date, be treated as be, occurring immediately prior to the Distribution) and (ii) any payment of interest Spin-Off, except as otherwise mandated by applicable law or non-federal Income Taxes by or to a Tax Authority, as taxable or deductible, as the case may be, to the party entitled under this Agreement to retain such payment or required under this Agreement to make such payment; provided Final Determination; provided, however, that in the event it is determined (i) pursuant to applicable law, or (ii) pursuant to a Final Determination, that any such treatment is not permissible (or that an Indemnified Party nevertheless suffers a an Income Tax or Other Tax detriment as a result of such payment), the payment in question shall be adjusted to place the Indemnified Party in the same after-tax position it would have enjoyed absent such applicable Law law or Final Determination. View More
Payments. (a) Method of Payment. All payments required by this Agreement shall be made by (i) wire transfer to the appropriate bank account as may from time to time be designated by the parties respective Parties for such purpose; provided provided, however, that, on the date of such wire transfer, notice of the transfer is given to the recipient thereof in accordance with Section 12, 11, or (ii) any other method agreed to by the parties. Parties. All payments due under this Agreement shall be deemed to b...e paid when available funds are actually received by the payee. 22 28 (b) Interest. Any payment required by this Agreement that is not made on or before the date required hereunder shall bear interest, from and after such date through the date of payment, at the Prime Underpayment Rate. (c) Characterization of Payments. Except to the extent otherwise required by applicable Law or pursuant to a Final Determination, For all tax purposes, the parties hereto agree to treat, and to cause their respective Affiliates to treat, (i) treat any payment required by this Agreement or by the Transaction Agreement (other than payments of interest), as either a contribution by Parent Remainco to Match Spinco or a distribution by Match Spinco to Parent, Remainco, as the case may be (which contribution or distribution shall, in the case of any payment made following the Distribution Date, be treated as be, occurring immediately prior to the Distribution) and (ii) any payment of interest Spin-Off, except as otherwise mandated by applicable law or non-federal Income Taxes by or to a Tax Authority, as taxable or deductible, as the case may be, to the party entitled under this Agreement to retain such payment or required under this Agreement to make such payment; provided Final Determination; provided, however, that in the event it is determined (i) pursuant to applicable law, or (ii) pursuant to a Final Determination, that any such treatment is not permissible (or that an Indemnified Party nevertheless suffers a an Income Tax or Other Tax detriment as a result of such payment), the payment in question shall be adjusted to place the Indemnified Party in the same after-tax position it would have enjoyed absent such applicable Law law or Final Determination. View More
Payments. The principal of this Note shall mature and be due and payable on August 15, 2020 (the "Maturity Date"). Accrued and unpaid interest shall be due and payable as follows: (i) during the first year of the term of this Note, upon execution of this Note; and (ii) during the balance of the term until the Maturity Date, monthly, in arrears, commencing September 15, 2018. All past due principal and accrued interest on this Note shall bear interest from maturity until paid at the highest (non-usurious) ...rate for which Borrower may legally contract under applicable law. All payments hereunder shall be payable in lawful money of the United States of America which shall be legal tender for public and private debts at the time of payment.View More
Payments. The principal of this Note shall mature and be due and payable on August 15, October 2, 2020 (the "Maturity Date"). Accrued and unpaid interest shall be due and payable as follows: (i) during the first year of the term of this Note, upon execution of this Note; and (ii) during the balance of the term until the Maturity Date, monthly, in arrears, commencing September 15, November 2, 2018. All past due principal and accrued interest on this Note shall bear interest from maturity until paid at the ...highest (non-usurious) rate for which Borrower may legally contract under applicable law. All payments hereunder shall be payable in lawful money of the United States of America which shall be legal tender for public and private debts at the time of payment. View More
Payments. Borrower shall pay to Lender the entire outstanding balance of this Note on or before the date that is six (6) months from the date hereof (the "Maturity Date"). Borrower will make all payments of sums due hereunder to Lender at Lender's address set forth in the Purchase Agreement, or at such other place as Lender may designate in writing. Unless otherwise agreed or required by applicable law, payments will be applied first to any unpaid collection costs and late charges, then to accrued interes...t and finally to principal.View More
Payments. Borrower shall pay to Lender the entire outstanding balance of this Note on or before the date that is six (6) nine (9) months from the date hereof (the "Maturity Date"). Borrower will make all payments of sums due hereunder to Lender at Lender's address set forth in the Purchase Agreement, or at such other place as Lender may designate in writing. Unless otherwise agreed or required by applicable law, payments will be applied first to any unpaid collection costs and late charges, then to accrue...d interest and finally to principal. View More
Payments. Borrower shall pay to Lender the entire outstanding balance of this Note on or before the date that is six (6) twenty-four (24) months from the date hereof Original Issue Date (the "Maturity Date"). Borrower will make all payments of sums due hereunder to Lender at Lender's address set forth in the January Purchase Agreement, or at such other place as Lender may designate in writing. Unless otherwise agreed or required by applicable law, payments will be applied first to any unpaid collection co...sts and late charges, then to accrued interest and finally to principal. View More
Payments. Borrower shall pay to Lender the entire remaining outstanding balance of this Note (the "Outstanding Balance") in cash on or before the date that is six (6) months from the date hereof July 15, 2017 (the "Maturity Date"). Borrower will make all payments of sums due hereunder to Lender at Lender's address set forth in the Purchase Agreement, or at such other place as Lender may designate in writing. Unless otherwise agreed or required by applicable law, payments will be applied first to any unpai...d collection costs and late charges, then to accrued interest and finally to principal. View More
Payments. Unless prepaid, all principal and accrued interest under this Note is payable in one lump sum on the Investor Note Maturity Date. All payments of interest and principal shall be (i) in lawful money of the United States of America, and (ii) in the form of immediately available funds. All payments shall be applied first to costs of collection, if any, then to accrued and unpaid interest, and thereafter to principal. Payment of principal and interest hereunder shall be delivered to Company at the a...ddress furnished to Investor for that purpose.View More
Payments. Unless prepaid, all principal and accrued interest under this Note is payable in one lump sum on the Investor Secured Buyer Note Maturity Date. All payments of interest and principal shall be (i) in lawful money of the United States of America, and (ii) in the form of immediately available funds. All payments shall be applied first to costs of collection, if any, then to accrued and unpaid interest, and thereafter to principal. Payment of principal and interest hereunder shall be delivered to Co...mpany the Lender at the address furnished to Investor the Borrower for that purpose. View More
Payments. Unless prepaid, all principal and accrued interest under this Note is payable in one lump sum on the Investor Purchaser Note Maturity Date. All payments of interest and principal shall be (i) in lawful money of the United States of America, and (ii) in the form of immediately available funds. All payments shall be applied first to costs of collection, if any, then to accrued and unpaid interest, and thereafter to principal. Payment of principal and interest hereunder shall be delivered to Compan...y at the address furnished to Investor Purchaser for that purpose. View More
Payments. Unless prepaid, all principal and accrued interest under this Note is payable in one lump sum on the Investor Note Maturity Date. All payments of interest and principal shall be (i) in lawful money of the United States of America, and (ii) in the form of immediately available funds. All payments shall be applied first to costs of collection, if any, then to accrued and unpaid interest, and thereafter to principal. Payment of principal and interest hereunder shall be delivered to Company the Lend...er at the address furnished to Investor the Borrower for that purpose. View More
Payments. All payments under this Agreement shall be made in cash. Subject to paragraph 7(a), as soon as practicable after the end of the Award Cycle (but in no event later than March 15, 2020), the value of the vested PSUs (minus any withholding for taxes) shall be paid to the Participant (subject, however, to any deferral election that the Participant has made under the deferral plan (if any) then available to the Participant). The amount of cash that shall be paid (plus withholding for taxes and any ap...plicable deferral amount) shall equal the number of vested PSUs (as provided in paragraph 5(b)) times the closing price of Verizon's common stock on the NYSE as of the last trading day in the Award Cycle. 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 PSU, the 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.View More
Payments. All payments under this Agreement shall be made in cash. Subject to paragraph 7(a), as soon as practicable after the end vesting date of the Award Cycle applicable installment of the RSUs specified in Section 5(a) (but in no event later than March 15, 2020), thirty (30) days after the applicable vesting date), the value of shares that vested on the vested PSUs applicable vesting date (minus any withholding for taxes) shall be paid to the Participant (subject, however, to any deferral election th...at the Participant has made under the deferral plan (if any) then available to the Participant). Participant. The amount of cash that shall be paid (plus withholding for taxes and any applicable deferral amount) taxes) shall equal the number of RSUs that vested PSUs (as provided in paragraph 5(b)) on the applicable vesting date times the closing price of Verizon's common stock on the NYSE as of the applicable vesting date (or if the common stock is not traded on such vesting date, last trading day in date that immediately precedes the Award Cycle. applicable vesting date). 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 1 respect to a PSU, RSU, the PSU RSU shall be canceled; cancelled; 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. View More
