Adequacy of Payment Clause Samples

The Adequacy of Payment clause establishes that the amount paid under a contract is sufficient and acceptable to both parties for the obligations being exchanged. In practice, this clause affirms that the consideration provided—such as money, goods, or services—meets the agreed value for the contract’s terms, and neither party can later dispute the fairness of the payment. Its core function is to prevent future challenges to the contract based on claims that the payment was inadequate, thereby ensuring certainty and finality in the agreement.
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Adequacy of Payment. The payment of a debt or liability, whether the whereabouts of the creditor is known or unknown, shall have been adequately provided for if payment thereof shall have been assumed or guaranteed in good faith by one or more financially responsible Persons or by the United States government or any agency thereof, and the provision, including the financial responsibility of the Person, was determined in good faith and with reasonable care by the Members to be adequate at the time of any distribution of the assets pursuant to this Section. This Section shall not prescribe the exclusive means of making adequate provision for debts and liabilities.
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Adequacy of Payment. Such Warrantholder is an “Accredited Investor” as such term is defined under Regulation D of the Securities Act of 1933, and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of selling such Warrants to the Company at the price and on the terms set forth in Section 1 hereof, and that the Company has made no representation or warranty to such Warrantholder with respect to the fair market value of such Warrants. Such Warrantholder agrees that the amount of the Payment is fair and equitable to such Warrantholder. Such Warrantholder acknowledges that arm’s-length negotiations between the Company and the Warrantholders resulted in such Warrantholder agreeing to the sufficiency of the Payment in exchange for the Company’s purchase of such Warrants.
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Adequacy of Payment. 8.2.1 Except for the indemnity provisions and other obligations or covenants set forth in this Agreement, ▇▇▇▇▇▇▇ and Buyer agree that the consideration set forth in this Agreement payable to Buyer constitutes all that is due ▇▇▇▇▇▇▇ or Buyer from Seller or Stockholder or any of their Affiliates other than Company, including but not limited to any tort damages, any other claimed damages, and any claimed lost income, wages, costs, penalties and/or attorneys’ fees in connection with the claims encompassed and released by this Agreement. ▇▇▇▇▇▇▇ and Buyer agree that they shall not seek any further compensation or consideration from Seller or Stockholder or from any of their Affiliates, other than Company, or from any or their employees, officers or directors or other related or affiliated person and/or entity for anything arising out of ▇▇▇▇▇▇▇’▇ association with Seller, Stockholder, or Company for any and all claims released herein. 8.2.2 Except for the indemnity provisions and other obligations or covenants set forth in this Agreement, Seller and Stockholder agree that the consideration set forth in this Agreement payable to either of them constitutes all that is due them from ▇▇▇▇▇▇▇ or Buyer, including but not limited to any tort damages, any other claimed damages, and any claimed costs, penalties and/or attorneys’ fees in connection with the claims encompassed and released by this Agreement. Seller and Stockholder agree that neither they nor any of their Affiliates shall seek any further compensation or consideration from Buyer or ▇▇▇▇▇▇▇ or from any of their Affiliates or from any of their employees, officers or directors or other related or affiliated person and/or entity for anything arising out of their association with ▇▇▇▇▇▇▇ and Company for any and all claims released herein.
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Adequacy of Payment. The Holder agrees that the Shares the Holder is receiving upon the conversion and exchange of the Exchanged Debt is fair and equitable consideration to such Holder, and such Holder has determined that the conversion and exchange of the Exchanged Debt at this particular time and for the amount and form of consideration set forth in Section 1 is in such Holder’s best interests. The Holder acknowledges that the Holder agreed to the sufficiency of the consideration in exchange for the conversion and exchange of the Exchanged Debt following arm’s length negotiations with representatives of the Company.
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Adequacy of Payment. Sellers agree that the amount of the Purchase Price and the consideration set forth in Section 1 is fair and equitable to Sellers. Each Seller acknowledges that arm’s-length negotiations between Purchaser, on the one hand, and Sellers, on the other, resulted in Sellers and Purchaser agreeing to the sufficiency of the Purchase Price set forth in Section 1.
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Adequacy of Payment. Such Seller acknowledges and agrees that the Purchase Consideration is fair and equitable to such Seller.
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Related to Adequacy of Payment

  • Evidence of Payment As soon as practicable after any payment of Taxes by any Loan Party to a Governmental Authority pursuant to this Section 2.17, such Loan Party shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

  • Condition of Payment All services provided by the Contractor under this Contract must be performed to the State’s reasonable satisfaction, as determined at the discretion of the undersigned State representative and in accordance with all applicable federal, state, local laws, ordinances, rules and regulations. The State shall not be required to pay for work found to be unsatisfactory, inconsistent with this Contract or performed in violation of any federal, state or local statute, ordinance, rule or regulation.

  • Assurance of Payment 10.1 At any time and from time to time based on the conditions set forth in this Section 10, Verizon may request, and Cordia shall provide to Verizon, adequate assurance of payment of amounts due and payable (or to become due and payable) to Verizon hereunder. 10.2 Verizon may request, and Cordia shall provide, assurance of payment of charges if Cordia (a) prior to the Effective Date, has failed to timely pay undisputed charges set forth in an Invoice (as such term is defined in Section 13) rendered to Cordia by Verizon or its Affiliates, (b) on or after the Effective Date, fails to timely pay an Invoice rendered to Cordia by Verizon or its Affiliates, (c) on or after the Effective Date is unable to demonstrate that it is creditworthy to Verizon’s reasonable satisfaction, or (d) is unable to pay its debts as such debts become due and payable, has commenced a voluntary case (or has had a case commenced against it) under the U.S. Bankruptcy Code or any other law relating to bankruptcy, insolvency, reorganization, winding-up, composition or adjustment of debts or the like, has made an assignment for the benefit of creditors or is subject to a receivership or similar proceeding. 10.3 Unless otherwise agreed in writing by the Parties, the assurance of payment shall consist of an unconditional, irrevocable standby letter of credit naming Verizon as the beneficiary thereof and otherwise in form and substance satisfactory to Verizon from a financial institution acceptable to Verizon in its sole discretion. Such letter of credit shall be in an amount equal to two (2) months anticipated charges (including both recurring and non-recurring charges), as reasonably determined by Verizon, for the Services to be provided by Verizon to Cordia in connection with this Agreement. If Cordia meets the condition in subsection 10.2(d) above or has failed to timely pay undisputed charges in two or more Invoices rendered by Verizon or a Verizon Affiliate in any twelve (12)-month period, Verizon may, in its sole discretion, demand (and Cordia shall provide) additional assurance of payment, consisting of monthly advanced payments of estimated charges as reasonably determined by Verizon, with appropriate true-up against actual invoiced charges no more frequently than once per calendar quarter. 10.4 Verizon may (but shall not be obligated to) draw upon the letter of credit upon notice to Cordia in respect of any amounts to be paid by Cordia hereunder that are not paid within thirty (30) days of the date that payment of such amounts is required by this Agreement. 10.5 If Verizon draws upon the letter of credit, upon request by Verizon, Cordia shall provide a replacement or supplemental letter of credit conforming to the requirements of Section 10.3. 10.6 Should Cordia fail to provide assurance of payment as required by this Section 10, such failure shall constitute an act of material breach. Without limiting any other rights or remedies to which Verizon may be entitled as a result of such material breach, Verizon shall have no obligation to perform under this Agreement until such time as Cordia has provided Verizon with the required assurance of payment. 10.7 The fact that a letter of credit is requested by Verizon hereunder shall in no way relieve Cordia from its obligation to comply with the requirements of this Agreement as to advance payments and payment for the Services, nor shall such request constitute a waiver or modification of the terms herein pertaining to the discontinuance of the Services for nonpayment of any amounts payment of which is required by this Agreement.

  • Collection of Payments Borrower authorizes Bank to collect all principal, interest and fees due under each credit subject hereto by charging any deposit account maintained by Borrower with Bank, for the full amount thereof. Should there be insufficient funds in any such deposit account to pay all such sums when due, the full amount of such deficiency shall be immediately due and payable by Borrower.

  • Evidence of Payments As soon as practicable after any payment of Indemnified Taxes or Other Taxes by the Borrower to a Governmental Authority, the Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.