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.
Timing and Form of Payment Once a Restricted Stock Unit vests, the Participant will be entitled to receive a Share in its place. Delivery of the Share will be made as soon as administratively feasible following the vesting of the associated Restricted Stock Unit. Shares will be credited to an account established for the benefit of the Participant with the Company’s administrative agent. The Participant will have full legal and beneficial ownership of the Shares at that time.
Time and Form of Payment (a) Each Actual Award shall be paid in Common Stock pursuant to the Award Agreements, subject to any required withholding for income and employment taxes. Dividend equivalent rights shall be paid in cash in a single lump sum to the extent earned.
(b) Actual Awards will be paid on or after the third business day after the Company’s annual audit for the last fiscal year of the applicable Performance Period has been completed and the Company’s annual report on Form 10-K for such fiscal year has been filed with the Securities and Exchange Commission, but in no event later than the last day of the calendar year that begins immediately following the end of the applicable Performance Period.
(c) Notwithstanding 4.3(b), in the event of a Participant’s death, the Participant’s estate will be eligible to receive an amount not greater than one-hundred percent (100%) of the Participant’s Target Award, prorated to reflect the number of days he or she worked during the applicable Performance Period, and such amount, which will be determined in the Committee’s sole discretion, will be paid in the year following Participant’s death. For clarity, prorated awards will be calculated as follows: one-hundred percent (100%) of a Participant’s Target Award will be multiplied by a fraction, the numerator of which is the number of days the Participant was continuously providing services to the Company during the applicable Performance Period through the date immediately prior to the Participant’s death, and the denominator of which is the total number of days in the applicable Performance Period.
(d) Notwithstanding anything to the contrary in this Plan, no payments contemplated by this Plan will be paid during the six-month period following a Participant’s Separation from Service unless the Company determines, in its good faith judgment, that paying such amounts at the times indicated in paragraphs 4.3(b) and (c) would not cause the Participant to incur an additional tax under Code section 409A, in which case the Actual Award shall be paid on the first day of the seventh month following the Participant’s Separation from Service.
(e) The Compensation Committee of the Board may require forfeiture or a clawback of any incentive compensation awarded or paid under this Plan in excess of the compensation actually earned based on a restatement of the Company’s financial statements as filed with the Securities and Exchange Commission for the period covered by this Plan.
Confirmation of Payment The Administrative Agent and the Lenders will, upon request after payment of the Credit Party Obligations which are the subject of this Guaranty and termination of the Commitments relating thereto, confirm to the Borrower, the Guarantors or any other Person that such indebtedness and obligations have been paid and the Commitments relating thereto terminated, subject to the provisions of Section 10.2.
Form of Payment On the Closing Date (as defined below), (i) the Buyer shall pay the purchase price for the Note to be issued and sold to it at the Closing (as defined below) (the “Purchase Price”) by wire transfer of immediately available funds to the Company, in accordance with the Company’s written wiring instructions, against delivery of the Note in the principal amount equal to the Purchase Price as is set forth immediately below the Buyer’s name on the signature pages hereto, and (ii) the Company shall deliver such duly executed Note on behalf of the Company, to the Buyer, against delivery of such Purchase Price.