Break Payments Clause Samples

Break Payments. 12.1 Subject to Clauses 12.2 and 12.7, NortonLifeLock undertakes that if, on or prior to the Long Stop Date: (a) either (i) a NortonLifeLock Board Recommendation Change has occurred; or (ii) the NortonLifeLock Stockholders Meeting has not occurred prior to the Long Stop Date in breach of NortonLifeLock’s obligations under this Agreement, NortonLifeLock shall pay to Avast an amount equal to $300,000,000 (the “NortonLifeLock Board Recommendation Change Break Payment”), in cash, in US dollars; (b) either (i) Bidco and/or NortonLifeLock invokes (and is permitted by the Panel to invoke) any Regulatory Condition so as to cause the Transaction to lapse, to be withdrawn, or not to proceed; or (ii) a Regulatory Condition has not been satisfied or waived by Bidco and/or NortonLifeLock as at the Long Stop Date (each a “Regulatory Condition Satisfaction Failure Event”), NortonLifeLock shall pay to Avast an amount equal to $200,000,000 (the “Regulatory Condition Break Payment”), in cash, in US dollars; or (c) the NortonLifeLock Stockholders do not approve the NortonLifeLock Stockholder Matters at the NortonLifeLock Stockholders Meeting and there has been no NortonLifeLock Board Recommendation Change (the “NortonLifeLock Stockholder Approval Failure Event”), NortonLifeLock shall pay to Avast an amount equal to $100,000,000 (the “NortonLifeLock Stockholder Approval Failure Break Payment”), in cash, in US dollars, in each case by way of compensation for any loss suffered by Avast in connection with the preparation and negotiation of the Transaction. 12.2 Notwithstanding Clause 12.1, no Break Payment shall be payable by NortonLifeLock pursuant to this Agreement if: (a) prior to the time the relevant Break Payment Event occurs, an Avast Board Recommendation Change has occurred (irrespective of whether or not this Agreement has been terminated pursuant to Clause 15.1(c)(i)); (b) prior to the time the relevant Break Payment Event occurs, this Agreement has been terminated in accordance with Clauses 15.1(a) or 15.1(b); (c) prior to the relevant Break Payment Event occurring, this Agreement has been terminated pursuant to: (i) the occurrence of one or more events set out in: (A) Clause 15.1(c)(iii); (B) Clause 15.1(d); (C) Clause 15.1(f); or (D) Clause 15.1(g), except where the Scheme is not sanctioned at the Court Sanction Hearing in circumstances where Bidco, in each case with the Panel’s permission, does not intend to invoke or has not invoked a Condition as contemplated by ...
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Break Payments. (a) Party B shall pay Break Payments which it receives to Party A in accordance with 5.1(c) of the Supplementary Terms Notice, to the extent that amounts are available to make that payment. (b) Subject to paragraphs (c) and (d), if Party A in any capacity (including in its capacity as Servicer) waives or reduces the amount of any Break Payment otherwise due from an Obligor, Party A agrees that Party B's obligation under paragraph (a) is reduced in respect of the Break Payment so waived or to the extent of the reduction of the Break Payment (as the case may be). (c) Party A and Party B agree that (unless Party A otherwise notifies Party B in writing) Party A will waive all Break Payments otherwise payable by an Obligor if the total principal prepayments by that Obligor under the relevant Purchased Receivable (excluding scheduled principal repayments) does not exceed $5,000 in any calendar year.
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Break Payments. (a) Party B shall pay Break Payments which it receives to Party A in accordance with 5.1(c) of the Supplementary Terms Notice, to the extent that amounts are available to make that payment. (b) Subject to paragraph (c), if Party A in any capacity (including in its capacity as Servicer) waives or reduces the amount of any Break Payment otherwise due from an Obligor, Party A agrees that Party B's obligation under paragraph (a) is reduced in respect of the Break Payment so waived or to the extent of the reduction of the Break Payment (as the case may be). -------------------------------------------------------------------------------- Page 12 -------------------------------------------------------------------------------- (c) Party A and Party B agree that (unless Party A otherwise notifies Party B in writing) Party A will waive all Break Payments otherwise payable by an Obligor if the total principal prepayments by that Obligor under the relevant Purchased Receivable (excluding scheduled principal repayments) does not exceed $5,000 in any calendar year.
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Break Payments. (a) Party B shall pay Break Payments which it receives to Party A in accordance with clause 5.1(c) of the Supplementary Terms Notice, to the extent that amounts are available to make that payment. (b) Subject to paragraph (c), if Party A or St.George in any capacity (including in its capacity as Servicer) waives or reduces the amount of any Break Payment otherwise due from an Obligor, Party A and St.George agree that P▇▇▇▇ ▇'▇ obligation under paragraph (a) is reduced in respect of the Break Payment so waived or to the extent of the reduction of the Break Payment (as the case may be).
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Break Payments. (a) Party B shall pay Break Payments which it receives to Party A in accordance with clause 5.1(c) of the Supplementary Terms Notice, to the extent that amounts are available to make that payment. (b) Subject to paragraph (c), if Party A or St.George in any capacity (includi▇▇ ▇▇ ▇▇▇ capacity as Servicer) waives or reduces the amount of any Break Payment otherwise due from an Obligor, Party A and St.George agree that Party B's obl▇▇▇▇▇▇▇ ▇nder paragraph (a) is reduced in respect of the Break Payment so waived or to the extent of the reduction of the Break Payment (as the case may be). (c) Party A, St.George and Party B agree that (unless St.George otherwise notifies Party ▇ ▇▇ ▇▇▇ting) St.George will waive all Break Pay▇▇▇▇▇ ▇▇▇erwise payable by an Obligor if the total principal prepayments by that Obligor under the relevant Purchased Receivable (excluding scheduled principal repayments) does not exceed $5,000 in any calendar year. (s) A new Section 19 is added as follows:
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Related to Break Payments

  • ▇▇▇▇▇▇▇▇▇ Payments The Company shall pay Executive cash benefits equal to: (1) two times Executive's Base Salary in effect on the date of the Change of Control or the Termination Date, whichever is higher; provided that if any reduction of the Base Salary has occurred, then the Base Salary on either date shall be as in effect immediately prior to such reduction, payable in regular installments at such times as would otherwise be the Company's usual payroll practice over a period of two years; and (2) the higher of: (A) two times Executive's Target Bonus in effect on the date of the Change of Control or the Termination Date, whichever is greater; or (B) two times Executive's most recent actual annual bonus, payable in either case ratably in regular installments at the same time as payments are made to Executive under Section 3(a)(1) above; provided that if any reduction of the Target Bonus has occurred, then the Target Bonus on either date shall be as in effect immediately prior to such reduction; and (3) Executive's Target Bonus (as determined in (2), above) multiplied by a fraction, the numerator of which shall equal the number of days Executive was employed by the Company in the Company fiscal year in which the Termination Date occurs and the denominator of which shall equal 365, payable as a cash lump sum within forty days after the Termination Date; and (4) in the case of a termination of employment by Executive for Good Reason, an amount equal to the severance pay specified in Article 6.A. 1. of the attached Presidents' Council Agreement (as defined in Section 8 hereof), payable according to the schedule set forth therein, determined as if Executive's employment had been terminated by ARAMARK without Cause on the Termination Date.

  • Lump Sum Payments The retiring allowance shall be paid in annual instalments, to a maximum of three

  • Quarterly Payments The quarterly payment cannot be increased in cases of target over-achievement. The payments are given on cumulative outputs, in arrears, and therefore the maximum payment available will be given by the end of the Contract if the agreed (target) number of outputs is reached or exceeded.

  • Income Payments (i) If Income is paid in respect of any Purchased Mortgage Loans during the term of a Transaction, such Income shall be the property of Buyer. Seller shall cause the Servicer to remit to the Collection Account all Income in accordance with the related Servicer Side Letter. Upon the occurrence and during the continuance of an Event of Default, within two (2) Business Days of receipt thereof, Seller shall, and shall cause the applicable Servicer to deposit such Income into the account set forth in Section 10(a) hereof. (ii) Notwithstanding any provision to the contrary in this Section 5, within two (2) Business Days after notification of receipt by Seller or Servicer of any prepayment of principal in full, with respect to a Purchased Mortgage Loan, Seller shall or shall cause Servicer to remit such amount directly to the Collection Account in accordance with the related Servicer Side Letter. Buyer shall immediately apply any such amount received to reduce the amount of the Repurchase Price due upon termination of the related Transaction and to the extent no Default or Event of Default has occurred and is continuing, shall promptly remit any excess to Seller; provided, that Buyer shall have no obligation to apply such payments in the event that it is unable to identify the Purchased Mortgage Loans to which such payments correspond. (iii) Provided that no Event of Default has occurred and is continuing, on each Price Differential Payment Date, Buyer shall remit all Income in the Collection Account with respect to the Purchased Mortgage Loans as follows: (A) first, to Buyer, in payment of any accrued and unpaid Price Differential to the extent not paid by Seller to Buyer pursuant to Section 5(b) hereof; (B) second, to Buyer, in the order of priority as determined in accordance with Section 4, in reduction of the Repurchase Price of any liquidation, pay-off or repurchase of any Purchased Mortgage Loan up to the amount advanced by Buyer; (C) third, without limiting the rights of Buyer under Section 7 hereof, to Buyer, in the amount of any unpaid Margin Deficit in excess of the Minimum Margin Threshold; (D) fourth, to the payment of all other Obligations then due and owing to Buyer; and (E) fifth, to, or at the direction of Seller, any remaining amounts. (iv) Notwithstanding the preceding provisions, if an Event of Default has occurred and is continuing, all funds received by Buyer pursuant to this Section 5 shall be applied to reduce Obligations as determined by Buyer in its sole discretion.

  • Interest on Payments Any payment by the Receiver pursuant to Section 2.6(d) shall be made together with interest on the amount thereof that accrues with effect from five (5) Business Days after the date on which payment was agreed or determined to be due until such amount is paid. The annual interest rate shall be determined by the Receiver based on the coupon equivalent of the three (3)-month U.S. Treasury ▇▇▇▇ Rate in effect as of the first Business Day of each Calendar Quarter during which such interest accrues as reported in the Federal Reserve Board Statistical Release for Selected Interest Rates H.15 opposite the caption “Treasury bills (secondary market), 3-Month” or, if not so reported for such day, for the next preceding Business Day for which such rate was so reported.