Adjusted Payments Sample Clauses

Adjusted Payments. Notwithstanding anything to the contrary herein, to the extent that Maker is unable to make an installment payment under this Promissory Note because of the reasons set forth in Section 2 herein, Maker shall assess the amount of funds that it may legally use to make payments to Payee and Mr. Xxxxx xxx, to the extent that there are funds available, Maker shall first make proportional payments of principal and/or interest thereon (depending upon the type of payment that was scheduled) to Payee and Mr. Xxxxx xx the extent legally permissible; thereafter, the amount of such scheduled installment that the Company was not obligated to pay pursuant to Section 2 hereof shall be added to the principal amount remaining on this Promissory Note and future annual payments hereunder will be adjusted accordingly. Such procedures shall apply to successive years' installment payments until the entire principal amount of each of Payee's and Mr. Xxxxx' xxtes are paid in full, which may extend beyond the anticipated six-year term stated in Section 2 herein.
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Adjusted Payments. Payment of the applicable Initial Purchase Price for each delivery of Product shall be made within sixty (60) days from the later of the date of invoice or the date of delivery. Within sixty (60) days of the end of each calendar half-year, Anthra shall prepare an accounting of the weighted average unit Net Sales price for [each formulation, dosage form and quantity of] the Product sold during such half-year and shall forward such accounting to Leiras together with an additional payment if the Initial Purchase Price has been less 90 91 than such price, If the Initial Purchase Price has been greater than such price, Leiras shall provide Anthra a quantity of Product free of charge in the amount of such shortfall. Each accounting shall contain at least the following information separately on each dosage form: the total amount of Product sold, returned and the reasons for returns; the dollar volume of sales and returns; and the price of each return, sale and itemized deductions from sales.
Sample 1
Adjusted Payments. Purchaser agrees that it will seek to apply the Escrowed Funds in payment for the first $150,000 of any adjustments required to be made to the Purchase Price hereunder. In the event that any such adjustment exceeds such $150,000 or if any such Escrowed Funds are not promptly paid to Purchaser, Seller shall promptly pay to Purchaser the amount of any such excess.
Sample 1
Adjusted Payments. Payments required to be made as a result of an adjustment to any portion of the Purchase Price, as well as the allocation determination set forth in Section 4 below, shall occur upon the Settlement Date. The monies deposited into the Escrow Account shall be used as security for any adjustments required to be made to the Purchase Price, as security for the value of the Card Inventory and as security for the indemnification obligations described in Section 11.01; provided, however, it is understood and agreed to that the release of said monies from Escrow shall not be delayed if there are no current claims for indemnity as of the release date. The parties shall cooperate in good faith with each other to determine the adjustments, if any, to the Purchase Price and the value of the Card Inventory and disburse the sums held in Escrow as soon as possible. Except where specifically stated otherwise herein, and in the Escrow Agreement, for all other fees and expenses, the Purchaser and Sellers will each be solely responsible for their respective expenses of entering into this agreement, including, without limitation, fees and expenses of legal counsel, accountants or other advisors incurred in connection with the transactions contemplated hereby. A "business day" is any day upon which PNC Bank, National Association is open for business to the general public. Subject to the Sellers' obligations under Section 11.01 hereof and Purchaser's set-off rights described in Section 11.03, it is the intent of the parties that all sums held in Escrow (other than the sums associated with the Card Inventory) be disbursed on the Settlement Date. THE SELLERS AGREE THAT ALL PAYMENTS DUE FROM THE PURCHASER OR THE ESCROW AGENT TO THE SELLERS IN CONNECTION HEREWITH SHALL BE MADE TO MR. XXXXXXXX XXXXXXX XX BEHALF OF THE SELLERS, AND MR. XXXXXXXX XXXXXXX XXXLL DISTRIBUTE SUCH FUNDS AMONGST THE SELLERS IN RELATION TO THE PURCHASED ASSETS SOLD BY EACH SELLER HEREUNDER AND/OR IN ACCORDANCE WITH ANY APPLICABLE PARTNERSHIP OR OPERATING AGREEMENTS, OR AS OTHERWISE AGREED TO AMONGST THE SELLERS. The parties further agree that any interest earned on the monies held in escrow shall be disbursed to the party entitled to receive the principal of the escrowed funds (i.e., if a party receives 50% of the principal amount of the escrowed funds, such party would also receive 50% of the interest accrued through the date of disbursement).
Sample 1

Related to Adjusted Payments

  • Estimated Payments During each calendar year or partial calendar year after the Base Year, in addition to Monthly Rent, Tenant shall pay to Landlord on the first day of each month an amount equal to one-twelfth (1/12) of the product of Tenant's Share multiplied by the "Estimated Operating Expenses" (defined below) for such calendar year. "Estimated Operating Expenses" for any calendar year means Landlord's reasonable estimate of Operating Expenses for such calendar year, less the Operating Expenses for the Base Year and shall be subject to revision according to the further provisions of this Section 5.2 and Section 5.3. During any partial calendar year, Estimated Operating Expenses shall be estimated on a full-year basis. During each December in which this Section 5.2 is applicable, or as soon after each December as practicable, Landlord shall give Tenant written notice of the Estimated Operating Expenses for the ensuing calendar year. On or before the first day of each month during the ensuing calendar year (or each month of the Term if the Term will expire before the end of the calendar year), Tenant shall pay to Landlord one-twelfth (1/12) of the product of Tenant's Share multiplied by the Estimated Operating Expenses for such calendar year; however, if such written notice is not given in December, Tenant shall continue to make monthly payments on the basis of the prior year's Estimated Operating Expenses until the month after such written notice is given, at which time Tenant shall commence making monthly payments based upon the revised Estimated Operating Expenses. In the month Tenant is first required to make a payment based upon the revised Estimated Operating Expenses, Tenant shall pay to Landlord for each month which has elapsed since December the difference between the amount payable based upon the revised Estimated Operating Expenses and the amount payable based upon the prior year's Estimated Operating Expenses. If at any time or times it reasonably appears to Landlord that the actual Operating Expenses for any calendar year will vary from the Estimated Operating Expenses for such calendar year, Landlord may, by written notice to Tenant, revise the Estimated Operating Expenses for such calendar year, and subsequent payments by Tenant in such calendar year shall be based upon such revised Estimated Operating Expenses.

  • Disputed Payments Within fifteen (15) calendar days after receipt of any invoice under this Contract, the Party receiving such invoice may, by notice to the Party rendering the invoice, dispute, in good faith, any amount set forth in such invoice; provided, however, that the disputing Party shall pay to the other Party the undisputed portion of the invoiced amount when due. Any dispute relating to any amount of an invoice that is not resolved by the Parties within fifteen (15) days after the receipt of the notice of such dispute shall be resolved as provided in Article 32. If the dispute (or any portion thereof) is resolved in favor of the disputing Party, the other Party shall, within five (5) Business Days after the date of such resolution, pay to the disputing Party amounts corresponding to such portion of the dispute that has been resolved in favor of the disputing Party plus interest at the Default Rate on such amounts from the date payable under the invoice to the date paid.

  • Excepted Payments Notwithstanding any other provision of this Agreement or the Security Documents, any Excepted Payment received at any time by the Agent shall be distributed promptly to the Person entitled to receive such Excepted Payment.

  • Permitted Payments So long as no Event of Default has occurred and is continuing, each Obligor may make, and each other Obligor shall be entitled to accept and receive, payments on account of the Subordinated Debt in the ordinary course of business.

  • Accrued Payments In the event Executive’s employment under this Agreement is terminated during the Term, by the Company other than for Cause or by Executive for Good Reason, Executive shall in all events be paid all accrued but unpaid Base Salary, earned but unpaid Incentive Compensation for any prior year, reimbursable expenses and other accrued benefits, if any, through the date of termination.

  • Returned Payments If after receipt of any payment which is applied to the payment of all or any part of the Obligations (including a payment effected through exercise of a right of setoff), the Administrative Agent or any Lender is for any reason compelled to surrender such payment or proceeds to any Person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason (including pursuant to any settlement entered into by the Administrative Agent or such Lender in its discretion), then the Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Administrative Agent or such Lender. The provisions of this Section 2.21 shall be and remain effective notwithstanding any contrary action which may have been taken by the Administrative Agent or any Lender in reliance upon such payment or application of proceeds. The provisions of this Section 2.21 shall survive the termination of this Agreement.

  • Restricted Payments Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that:

  • Restricted Payments, etc On and at all times after the Effective Date:

  • Deferred Payments “Deferred Payments” means any severance pay or benefits to be paid or provided to Executive (or Executive’s estate or beneficiaries) pursuant to this Agreement and any other severance payments or separation benefits to be paid or provided to Executive (or Executive’s estate or beneficiaries), that in each case, when considered together, are considered deferred compensation under Section 409A.

  • Misdirected Payments If the Seller receives a misdirected payment of a Pool Asset from any Account Debtor or Obligor, the Seller shall remit such funds to a Collection Account no later than two (2) Business Days following receipt thereof. Until remitted to a Collection Account, the Seller shall hold such funds in trust as the Affected Parties’ exclusive property and safeguard such funds for the benefit of the Affected Parties.

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