Payments Contract Clauses (2,652)

Payments. In consideration for the terminations and partial unwinds referred to in Sections 2 and 3 above, on the first Scheduled Trading Day following the conclusion of the Measurement Period, or if such day is not a Clearance System Business Day, on the next Clearance System Business Day immediately following such day, Dealer shall pay to the Company in immediately available funds, cash in an amount equal to the product of (i) the 1,245,059 multiplied by (ii) the Cash Settlement Amount per Option in res...pect of such Measurement Period. "Cash Settlement Amount per Option" means the amount as determined based on the grid attached as Exhibit A to this Agreement. View More

Payments. 3.1 Reimbursement of AmpliPhi for AmpliPhi Licensed Technology. Celladon shall pay to AmpliPhi all UPenn Payments that become due and payable by AmpliPhi pursuant to the UPenn Agreement. Celladon shall make payment to AmpliPhi of such UPenn Payments at least ten (10) days before such UPenn Payments are due from AmpliPhi to UPenn, together with reasonable supporting documentation but in any event at least such documentation as required for AmpliPhi to comply with its associated reporting obligati...ons under the UPenn Agreement. AmpliPhi and Celladon shall keep complete and accurate records pertaining to the UPenn 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 No Other Payments. Section 3.1 sets forth Celladon's entire payment obligation with respect to Celladon's license to AmpliPhi Retained Technology and AmpliPhi Licensed Technology. 3.3 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 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 Audits. To the extent required by the UPenn Agreement, Celladon shall keep, and shall cause its Affiliates and Licensees to keep, complete and accurate records pertaining to UPenn Payments in sufficient detail to permit AmpliPhi to confirm the accuracy of the UPenn 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 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

Payments. Invoices shall be paid within 15 days of shipping. Polymation reserves the right to withhold production and shipping of any orders if Distributor's account balances due exceeds $7,000.00.

Payments. The PSU 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 Award is settled pursuant to this Section 4. Notwithstanding any other provision of the Agreement to the contrary, no payment shall oc...cur 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. 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 underlying the Units.

Payments. (a) Payment of all amounts due hereunder shall be made at the address of the Noteholder set forth below. In the event that the date for the payment of any amount payable under this Note falls due on a Saturday, Sunday or public holiday under the laws of the State of Texas, the time for payment of such amount shall be extended to the next succeeding business day and interest shall continue to accrue on any principal amount so effected until the payment thereof on such extended due date. (b) All p...ayments received on account of this Note shall be applied to the reduction of the unpaid principal balance of this Note. Interest shall be computed on the basis of a year of 360 days, for the actual number of days elapsed. (c) If payment of the outstanding principal amount of this Note, together with all accrued unpaid interest thereon at the applicable rate of interest (as set forth herein), is not made on the Maturity Date, then interest shall accrue on the outstanding principal amount due under this Note and on any unpaid accrued interest due on this date of the payment in full of such amounts (including from and after the date of the entry of judgment in favor of the Noteholder in an action to collect this Note) at an annual rate equal to the lesser of 18% or the maximum rate of interest permitted by applicable law. (d) At the sole discretion of the Company, interest due hereunder may be paid in shares of the Company's Common Stock (the "Interest Shares"), which shall be valued as follows: (i) if the Company's Common Stock is not listed for trading on an exchange or quoted for trading on the OTC Bulletin Board or the Pink Sheets, Interest Shares shall be valued at the greater of $0.50 per share or the fair market value as determined in good faith by the Company based upon the most recent arms-length transaction, or (ii) if the Company's is listed for trading on an exchange or quoted for trading on the OTC Bulletin Board or the Pink Sheets, Interest Shares shall be valued at the greater of (A) the closing price of the Common Stock as reported on the Company's primary market on the trading day immediately preceding the date the interest payment is due and payable, or (B) $0.50 per share. View More

Payments. (a) Upon the execution hereof (such date, the "Issue Date"), the Holder shall fund $70,000 which shall be used for production financing of E-Motion Apparel, and corporate expenses of the Company. The entire unpaid principal amount of this Note shall be paid in U.S. Dollars on the Maturity Date. Upon the payment in full of this Note, including, without limitation, the principal amount hereof, and all accrued and unpaid interest hereon, and any other amounts owing hereunder, the Holder shall surre...nder this Note to the Company for cancellation. The "Maturity Date" shall be June 15, 2014. -1- (b) Subject to Section 1(d) hereof, interest on this Note, during the period from the Issue Date through the Maturity Date, shall accrue on the principal amount of this Note, at a rate equal to 0.0% per annum ("Initial Interest Rate") and, subject to Section 1(d) hereof, shall be payable in arrears on the Maturity Date. Interest shall be computed on the basis of a 360-day year applied to actual days elapsed. Notwithstanding the foregoing any anything in this Note to the contrary, upon the occurrence, and during the continuation, of an Event of Default, the Initial Interest Rate shall be increased by 18% per annum to 18% per annum and shall be payable to the Holder on demand. (c) If the Maturity Date falls on a day that is not a Business Day (as defined below), the payment due on the Maturity Date will be made on the next succeeding Business Day with the same force and effect as if made on the Maturity Date. "Business Day" means any day which is not a Saturday or Sunday and is not a day on which banking institutions are generally authorized or obligated to close in the City of Los Angeles, California. (d) (i) The Company may, at its option, prepay all or any part of the principal of this Note, without payment of any premium or penalty. (ii) Notwithstanding anything herein to the contrary, the Company shall be required to pay to the Holder by the 15th Calendar Day following the end of each calendar month beginning on February 15, 2014 an amount equal to $18,900 by check to be applied to the balance due under this Note. (iii) Notwithstanding anything herein to the contrary, the Company shall repay this Note in its entirety upon the receipt a minimum of three hundred thousand dollars ($300,000) from any equity or equity derivative securities, exclusive of any existing committed fundings. (iv) Notwithstanding anything herein to the contrary, in the event payments under this Section 1(d) in the aggregate total no less than $90,000 on or prior to April 15, 2014, the remaining principal balance shall be forgiven and this Note shall be considered paid in full. (v) All payments on this Note shall be applied first to accrued interest hereon and the balance to the payment of principal hereof. (e) Payments of principal of, and interest on, this Note shall be made by check sent to the Holder's address set forth above or to such other address as the Holder may designate for such purpose from time to time by written notice to the Company, in such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts. Alternatively, payment of principal of, and interest on, this Note may be made by electronic wire transfer in accordance with instructions provided by the Holder to the Company with at least ten Business Days' prior notice. (f) The obligations to make the payments provided for in this Note are absolute and unconditional and not subject to any defense, set-off, counterclaim, rescission, recoupment, or adjustment whatsoever. The Company hereby expressly waives demand and presentment for payment, notice of non-payment, notice of dishonor, protest, notice of protest, bringing of suit, and diligence in taking any action to collect any amount called for hereunder, and shall be directly and primarily liable for the payment of all sums owing and to be owing hereon, regardless of and without any notice, diligence, act, or omission with respect to the collection of any amount called for hereunder. -2- 2. Ranking of Note. This Note constitutes unsecured indebtedness of the Company. Holder acknowledges the senior lien position from 112359 Factor Fund LLC as reported in the Company's filings. View More

Payments. Maker shall make payments of the Principal Amount, the Maturity Payment and accrued interest thereon to Lender as follows: except as otherwise set forth in this Note, the unpaid Principal Amount under the Note plus all accrued and unpaid interest thereon plus the Maturity Payment shall be payable upon the Maturity Date. If the Maker has not repaid the Principal Amount together with any and all accrued interest thereon and the Maturity Payment on the Maturity Date, the Lender may, in his sole dis...cretion, at any time after the Maturity Date, (i) make a written demand for payment of any unpaid Principal Amount, Maturity Payment and accrued interest thereon. 1 3. VOLUNTARY PREPAYMENT. Maker may, from time to time, in its sole discretion, upon five (5) business days' prior written notice to Investor, make one or more periodic payments to the Lender. Such payments shall be credited against any Principal Amount, Maturity Payment and accrued interest thereon owed by Maker to Lender pursuant to the Note on the date that such payment is received by the Lender and credited to Lender's account. Such payments shall be applied first to accrued and unpaid interest, then to the Principal Amount and then to the Maturity Payment amount then outstanding. Notwithstanding anything herein to the contrary, in the case of any payment by Maker to the Lender prior to the Maturity Date, Lender shall be entitled to the full amount of the interest that would have been due on the Note and to the full amount of the Maturity Payment that would have been paid had Maker paid the Principal Amount and interest thereon and the Maturity Payment on the Maturity Date. View More

Payments. The Purchaser will send directly a check payable to, or will make a wire transfer payment to the Company in the full amount of the Purchase Price of the Units being subscribed for. Wire transfer instructions are set forth under the heading "To subscribe for Units in the private offering of Green Energy Management Services Holdings, Inc." Together with a check for, or wire transfer of, the full Purchase Price, the Purchaser is delivering a completed and executed Signature Page to this Subscriptio...n Agreement, together with the Purchaser's completed Accredited Investor Certification, in the form attached to this Subscription Agreement, and any other documents, agreements, supplements and additions thereto required by the Company (collectively, the "Subscription Documents"). View More

Payments. Whenever any payment of cash is to be made by the Company to the Holder 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 at such address as previously provided to the Company in writing (which address, in the case of the Holder as of the date of issuance hereof, shall initially be the address for the Holder as set forth in Section 6 hereof); provide...d that the Holder 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 wire transfer instructions. Whenever any payment to be made shall otherwise be due on a day that 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. View More