Payment of Additional Payments Sample Clauses
The 'Payment of Additional Payments' clause establishes the obligation for one party to make extra payments beyond the standard or initial amounts specified in the contract. This clause typically applies when unforeseen costs arise, such as taxes, regulatory fees, or other expenses not originally anticipated, and it outlines the conditions under which these additional payments must be made. Its core practical function is to ensure that all potential financial obligations are addressed, thereby preventing disputes over unexpected costs and clarifying each party's responsibilities regarding supplementary payments.
Payment of Additional Payments. Subject to the provisions of Section 4.7 hereof, the County agrees to pay the following amounts as Additional Payments together with such other sums as are provided for herein:
(i) The amounts provided for in Sections 4.2 and 4.4 hereof to the parties referred to therein;
(ii) All reasonable costs and expenses (including reasonable attorneys’ fees, costs and expenses, if any) incurred or to be paid by the Corporation or the Trustee, as the case may be, under the terms of this Facilities Agreement or the Trust Agreement, including without limitation the amounts specified in Section 4.4 hereof; and
(iii) All reasonable costs and expenses incurred or to be paid by the Corporation from time to time in connection with its operation and existence as a nonprofit corporation, including its legal fees, costs of maintaining directors and officers insurance and payment of any taxes due, including the costs of preparation and filing of tax returns. The Corporation may, but shall be under no obligation to, advance moneys (i) to pay taxes, assessments and other governmental charges with respect to the Real Property and the Project Facilities,
Payment of Additional Payments. Subject to the terms of this Section 2.5 and the conditions set forth below, the applicable Additional Payments, if any, shall be paid by one or more Purchasers to Selling Shareholder within five (5) Business Days of (x) the delivery of the applicable Earnout Report by Purchaser to Selling Shareholder, if such report states that the applicable Earnout Target has been achieved, or (y) the expiration of the applicable Earnout Dispute Period if Selling Shareholder has not delivered an Earnout Dispute Notice to Purchaser during such period, or (z) the acceptance of the applicable Final Earnout Report stating that the applicable payment thresholds under such Additional Payment has been achieved:
(1) there has been no occurrence of any Purchaser Conditions Subsequent to Completion (as defined below);
(2) there having been no violation of any non-compete or confidentiality obligation set forth in Section 7.2 of this Agreement by any of the Selling Parties;
(3) the Facebook Agreement having been duly renewed upon the expiration of its present term, save where terminated by the Group Company with the prior written consent by Cheetah Mobile or where caused by the Group Company’s failure to perform such agreements or by the Group Company’s refusal to renew such agreements;
(4) On or prior to ▇▇▇▇▇ ▇▇, ▇▇▇▇, ▇▇▇▇▇▇▇ Jishi has terminated the Google-Jishi Contract and, immediately upon such termination, cause Google to enter into an agreement substantively similar to the Google-Jishi Contract with an entity or entities designated by the Purchasers which term shall commence on or prior to January 1, 2015; and
(5) Within thirty (30) days after the Completion Date, the Contract Assignors shall i) cause the Assigned Contracts as set forth in Part A of Schedule 2 to be terminated and, immediately upon such termination, cause the other parties to the respective Assigned Contracts to enter into agreements substantively similar to the respective terminated Assigned Contracts with an entity or entities designated by the Purchasers and ii) transfer the Accounts Receivables in connection with the Assigned Contracts as set forth in Part B of Schedule 2 to the Purchases.
Payment of Additional Payments. Subject to the terms of this Section 2.04, the applicable Additional Payments shall be paid by Sungy to Seller:
(i) in the case of the Monthly Earnout, if both (A) a Final Earnout Report has been issued stating that the Monthly Earnout Target has been achieved and (B) a Final Earnout Report has been issued stating that the Revenue Earnout Target has been achieved, then within five (5) Business Days of the issuance of the Final Earnout Report referenced in clause (B); and
(ii) in the case of the Revenue Earnout, one-half within five (5) Business Days of the issuance of a Final Earnout Report stating that the Revenue Earnout Target has been achieved and one-half on the first Business Day after the first anniversary of the initial Revenue Earnout payment.
Payment of Additional Payments. Subject to Parent’s right to offset a portion of each Earn-Out Payment as set forth in Section 2.09, within five (5) Business Days after the earlier of (i) receipt by Parent of the Holder Representative’s written acceptance of the Additional Payment Certificate and (ii) resolution of any dispute with respect to the Additional Payment Certificate, each as provided in (e) below, Parent shall pay to the Stockholders in accordance with their Applicable Percentage, the Additional Payment set forth in such Additional Payment Certificate. [*] Confidential treatment requested; certain information omitted and filed separately with the SEC.
Payment of Additional Payments. In addition to the payments of principal and interest on the Local Bond, the Borrower agrees to pay on demand of the Authority the following Additional Payments:
(1) The costs of the Fund or the Authority in connection with the enforcement of this Agreement, including the reasonable fees and expenses of any attorneys used by any of them; and
(2) All expenses, including reasonable attorneys’ fees, relating to any amendments, waivers, consents or collection or enforcement proceedings pursuant to the provisions hereof. The Borrower agrees to pay interest on any Additional Payments enumerated in (1) or (2) above not received by the Authority within ten (10) days after demand therefor at a rate of five percent (5.0%) per annum of the overdue installment from its due date until the date it is paid.
Payment of Additional Payments. Buyer shall provide quarterly reports of Additional Payments due under this Agreement within sixty (60) days after the end of each calendar quarter during the Earnout Term. Each quarterly report shall list the End User, Third Party Licensor (if applicable) and amount of License Revenue, Qualifying Service Revenue and Bundled Revenue invoiced to each End User and Third Party Licensor during the calendar quarter reported. Each such quarterly report shall be accompanied by payment of any Additional Payments due with respect to the quarter reported, net of any offsets permitted by Section 1.3.4; provided that the final payment of Additional Payments payable with respect to the last quarter of the Earnout Term shall be due within 150 days after the end of the Earnout Term.
Payment of Additional Payments. The City agrees to pay, subject to the nonappropriation provisions contained in Section 4.7 hereof, the amounts provided for in Sections 4.2 and 4.4 hereof to the parties referred to therein and all reasonable costs and expenses incurred or to be paid by the Corporation or the Lender, as the case may be, under the terms of this Facilities Agreement or the Note Agreement, including without limitation the amounts specified in Section 4.4 hereof, as Additional Payments together with such other sums as are provided for herein. The Corporation may, but shall be under no obligation to, advance moneys (i) to pay taxes, assessments, and other governmental charges with respect to the New Facilities Real Property and the New Facilities, (ii) for the discharge of mechanic’s lien and other liens relating to the New Facilities Real Property and the New Facilities and pay premiums therefor, (iii) to obtain and maintain insurance for the New Facilities Real Property and the New Facilities and pay premiums therefor, and (iv) generally, to make payments and incur expenses in the event that the City fails to do so as required by this Facilities Agreement or the Base Lease. As provided in Section 10.8 of the Note Agreement, the Lender may, but shall be under no obligation to, take any such action. Any such advances shall continue to be due as Additional Payments hereunder.
Payment of Additional Payments. For a period of three (3) years after the Closing Date, Purchaser or any successor in interest, whether by sale, merger, consolidation, operation at law or otherwise, to the TCC Products listed in this Section 2(a)(iv)(c) below, such successor in interest which shall be bound by the provisions of this Section 2(a)(iv)(c), shall deliver to Telegen within thirty (30) days after the end of each calendar quarter, net of any Setoff Amounts, the amount of Additional Payments accruing to Telegen during such calendar quarter. Payment shall be accompanied by a summary of the basis for determining the amount of such payment.
Payment of Additional Payments. 4 1.3.8 Earnout Rate Adjustments to be Negotiated ......... 4 Section 1.4 Target Payments ......................................... 4 1.4.1 First Target Payment .............................. 4 1.4.2 Second Target Payment ............................. 4 1.4.3 Payment of Target Payments ........................ 4
Payment of Additional Payments. (a) As soon as practicable following the completion of the Surviving Corporation's financial statement audit for calendar year 2003, but in any event by no later than March 31, 2004, Parent shall, and shall cause the Surviving Corporation to promptly deliver to the Payee Representatives and each of the Preferred Payees a balance sheet and related statements of operations, retained earnings and cash flows for calendar year 2003, prepared in accordance with GAAP and audited by Ernst & Young LLP. Such financial statements shall also be accompanied by a detailed schedule in the form of the attached Annex 3.06
(a) setting forth Company EBITDA and Company Consolidated Net Revenues (the "EBITDA Statement"), which shall have been audited by Ernst & Young LLP. Parent shall, and shall cause the Surviving Corporation to, deliver a copy of the EBITDA Statement to each of the Preferred Payees.
(b) In the event neither of the Payee Representatives has disputed, within forty (40) days after receipt of the EBITDA Statement, the calculation of Company EBITDA or Company Consolidated Net Revenues, such calculation shall be final and binding on all Payees, the Surviving Corporation and the Parent, and the Surviving Corporation shall, and the Parent shall cause the Surviving Corporation to, pay the Additional Payments to the Payees, in the manner specified in Section 3.06(c), promptly after the earlier of the receipt by the Surviving Corporation of written statements from all of the Payee Representatives confirming that they do not dispute such calculations and the expiration of such 40-day period. In the event either of the Payee Representatives disputes the calculation of Company EBITDA or Company Consolidated Net Revenues, the Parent shall cause the Surviving Corporation to make available to the Payee Representatives, upon request, all books, records, financial statements, work papers, schedules and calculations related thereto. Any dispute regarding the calculation of Company EBITDA or Company Consolidated Net Revenues arising under this Section 3.06(b) is to be resolved in the following manner:
(i) Either of the Payee Representatives shall, within thirty (30) days after receipt of the EBITDA Statement, notify the Surviving Corporation in writing of any such dispute, which notice shall specify in reasonable detail the nature of the dispute;
(ii) During the 10-day period following the Surviving Corporation's receipt of such notice, the Payee Representatives, the Parent and ...