Certain Payment Clause Samples

The 'Certain Payment' clause establishes a clear obligation for one party to make a specific payment under defined circumstances. Typically, this clause outlines the amount, timing, and conditions under which the payment must be made, such as upon delivery of goods, completion of services, or the occurrence of a particular event. Its core function is to ensure predictability and reduce disputes by specifying when and how payment is to be rendered, thereby providing financial certainty for both parties.
Certain Payment. On or prior to the Closing Date, the Seller shall pay $2 million to the Buyer, to be held in trust by the Buyer and then paid on or as soon as practicable following the Closing Date to a registered pension scheme (as defined for the purposes of Part 4 of the Finance Act 2004). This sum shall be applied (following its allocation between Employees in the proportions reasonably directed by the Seller (in consultation with the Buyer) on or prior to the Closing Date) for the purpose of providing additional benefits to Employees who choose to join the registered pension scheme. These benefits shall be additional to any benefits which the Buyer is obliged to provide by virtue of the Employment Regulations, section 257 and 258 of the Pensions ▇▇▇ ▇▇▇▇, or otherwise.
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Certain Payment. The parties acknowledge that certain contracts with terms similar in some ways to this Agreement have been construed to be option contracts. Accordingly, simultaneously with the execution of this Agreement, Buyer has paid to the Sellers the sum of Ten Dollars ($10.00) as consideration to the Sellers for the granting of any and all options to Buyer contained in this Agreement, the receipt and adequacy of which are hereby conclusively acknowledged. Said option consideration is separate and apart from the Purchase Price and in no event will be returned to Buyer.
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Certain Payment. Group 1 shall pay to the Owners and to Davi▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇ Ancillary Amount as soon as reasonably practicable after the determination of the Ancillary Amount. The "Ancillary Amount" shall be an amount equal to the difference of (a) the Ancillary Earnings, and (b) the Interim Payments; provided, however, that in no event shall the Ancillary Amount exceed $15,000,000. The "Ancillary Earnings" shall be an amount equal to the difference of (a) the product of (i) the Ancillary Incremental Income Increase, times (ii) 7.33, and (b) the sum of (i) the Capital Costs of implementation of the Changes resulting in the Ancillary Incremental Income Increase, plus (ii) $4,056,345. The "Ancillary Incremental Income Increase" shall be an amount equal to 0.60 times, the difference of (a) aggregate pre-tax income attributable to all Chrysler Corporation dealerships owned by Group 1 and operated by Thom▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇. ▇▇ Trav▇▇ ▇▇▇ Will▇▇▇▇▇▇ ▇▇▇nties, Texas for the first full calendar year after the completion of all Changes in Trav▇▇ ▇▇▇ Will▇▇▇▇▇▇ ▇▇▇nties, Texas, and (b) $4,989,462. "Changes" shall mean only acquisitions and dispositions of automotive franchises of Chrysler Corporation by the Dealerships, including the
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Certain Payment. (a) In consideration of Executive’s agreement to the terms of this Agreement, the Company will make a payment to Executive, of one million, six hundred and nine thousand and fifty-two dollars and seventy-five cents ($1,609,052.75), less applicable deductions, such payment to be made on December 31, 2008, following the Company’s receipt of the Mutual Release in the form set forth in Exhibit A hereto on December 23, 2008, signed by Executive, without revocation by Executive; provided, however, that in no event will any amounts payable pursuant to this Section 4(a) be paid later than the 15th day of the third calendar month following the end of the Executive’s taxable year in which the earliest of the following events occurs: (i) Executive dies, (ii) Executive becomes permanently disabled within the meaning of Section 1(c) of this Agreement, or (iii) Executive terminates his employment with the Company on December 23, 2008 pursuant to Section 1(b) of this Agreement. (b) In consideration of Executive’s agreement to the terms of this Agreement, Executive and the Company agree that Executive will continue to participate for thirty-six (36) months from the date of his termination of employment in the following plans and programs: (i) BCO Matching Gift Program; and (ii) Tax & Financial Planning Program; provided, however, that payments to Executive under the Tax & Financial Planning Program in a particular year (1) will not exceed (A) $10,000 or (B) amounts actually expended by Executive for reimbursable tax and financial planning costs, as defined in the Tax & Financial Planning Program, for that year, whichever is lower and (2) will be made on December 1, 2009; December 1, 2010; and December 1, 2011, and cannot be accelerated or deferred from such dates; provided, further, that the maximum amount available for reimbursement in any calendar year will not be increased or decreased to reflect the amount expended or reimbursed in a prior or subsequent calendar year, and the right to reimbursement is not subject to liquidation or exchange for another benefit. This Tax & Financial Planning Program benefit is intended to comply with Treasury Regulations Section 1.409A-3(i)(1) and shall be so interpreted and applied. During the thirty-six (36) month period from the date of the termination of his employment, Executive will also participate in the Company’s retiree medical plan and will pay the same employee contribution rates as the Company’s active employees, such emplo...
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Certain Payment. In consideration of the agreements of the Purchasers hereunder, the Transferor agrees that if on any Transfer Date the portion of the Facility Unused Fee payable on the next succeeding Distribution Date exceeds the aggregate amount of funds available pursuant to the applicable provisions of the Series Supplement to pay such Facility Unused Fee, the Transferor shall pay to the Administrative Agent, for distribution to each Managing Agent for each Purchaser Group, on such Distribution Date an amount equal to such excess; provided, however, that, notwithstanding the foregoing, in no event shall the amount of any payment made pursuant to this Section 2.06 on any date exceed the remaining principal amount of the FCI Note on such date. All payments pursuant to this Section 2.06 shall be made in immediately available funds.
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Related to Certain Payment

  • Certain Payments Without the prior consent of the Dealer Manager, none of the Company, the Advisor or any of their respective affiliates will make any payment (cash or non-cash) to any associated Person or registered representative of the Dealer Manager.

  • Treatment of Certain Payments Subject to the terms of any applicable Intercreditor Agreement, any amount received by the Administrative Agent or the Collateral Agent from any Loan Party (or from proceeds of any Collateral) following any acceleration of the Obligations under this Agreement or any Event of Default with respect to the Borrower under Section 7.01(h) or (i), in each case that is continuing, shall be applied: (i) first, ratably, to pay any fees, indemnities or expense reimbursements then due to the Administrative Agent or the Collateral Agent from the Borrower (other than in connection with any Secured Cash Management Agreement or Secured Hedge Agreement), (ii) second, towards payment of interest and fees then due from the Borrower hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, (iii) third, towards payment of principal of Swingline Loans and unreimbursed L/C Disbursements then due from the Borrower hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal and unreimbursed L/C Disbursements then due to such parties, (iv) fourth, towards payment of other Obligations (including Obligations of the Loan Parties owing under or in respect of any Secured Cash Management Agreement or Secured Hedge Agreement) then due from the Borrower hereunder, ratably among the parties entitled thereto in accordance with the amounts of such Obligations then due to such parties and (v) last, the balance, if any, after all of the Obligations have been paid in full, to the Borrower or as otherwise required by Requirements of Law.

  • Delay in Payment Notwithstanding anything else to the contrary in this Agreement, the BEP, or any other plan, contract, program or otherwise, the Company (and its affiliates) are expressly authorized to delay any scheduled payments under this Agreement, the BEP, and any other plan, contract, program or otherwise, as such payments relate to the Executive, if the Company (or its affiliate) determines that such delay is necessary in order to comply with the requirements of Section 409A of the Internal Revenue Code. No such payment may be delayed beyond the date that is six (6) months following the Executive’s separation from service (as defined in Section 409A). At the end of such period of delay, the Executive will be paid the delayed payment amounts, plus interest for the period of any such delay. For purposes of the preceding sentence, interest shall be calculated using the six (6) month Treasury ▇▇▇▇ rate in effect on the date on which the payment is delayed, and shall be compounded daily. If the conditions of the severance exception under Treasury Regulation Section 1.409A-1(b)(9)(iii) (or any successor Regulation thereto) are satisfied, payment of benefits shall not be delayed for six (6) months following termination of employment to the extent permitted under the severance exception.

  • Absence of Certain Payments To its knowledge, neither the Parent nor any of its respective affiliates, officers, directors, employees or agents or other people acting on behalf of any of them have (i) engaged in any activity prohibited by the United States Foreign Corrupt Practices Act of 1977, or any other similar law, regulation, decree, directive or order of any other country and (ii) without limiting the generality of the preceding clause (i), used any corporate or other funds for unlawful contributions, payments, gifts or entertainment, or made any unlawful expenditures relating to political activity to government officials or others. To its knowledge, neither the Parent nor any of its respective affiliates, directors, officers, employees or agents of other persons acting on behalf of any of them, has accepted or received any unlawful contributions, payments, gifts or expenditures.

  • Application of Certain Payments So long as no Unmatured Event of Default or Event of Default has occurred and is continuing, (a) payments matching specific scheduled payments then due shall be applied to those scheduled payments and (b) voluntary and mandatory prepayments shall be applied as set forth in Sections 6.2 and 6.