Certain Contribution Sample Clauses

Certain Contribution. Prior to the Closing, LM shall cause the approximately $66,000,000 payable by Access Graphics B.V. (Netherlands) to LM to be contributed to the capital of Access Graphics B.V. (Netherlands). LM agrees that in the event that such contribution has not been made prior to or at the Contribution Closing, such amount shall be an Excluded Liability.
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Certain Contribution. The out-of-pocket payments made after the Closing Date by the Companies (after exhaustion of all applicable insurance), if any, as settlement of any claims ("Claims") for Washington, D.C. Medicaid overpayments made prior to the Closing and which are the subject of the Report by the District of Columbia Office of Inspector General dated January 15, 1997 shall be borne between Buyer and the Companies, on the one hand, and the Sellers, on the other hand, as follows: the first $5,000,000, 50% by Buyer and the Companies and 50% by the Sellers; the next $3,000,000, 100% by the Sellers; the next $3,000,000, 100% by Buyer and the Companies; and the balance, 100% by the Sellers. The Sellers shall have no other obligation, and Buyer shall be entitled to no other remedy, with respect to any Claims or such overpayments, and no representation or warranty of the Sellers in this Agreement shall under any circumstances be deemed breached by any Claims or such overpayments. It is understood and agreed that (i) any amount paid by the Sellers pursuant to this Section 8.7 shall not be deemed to satisfy any portion of the $2,500,000 deductible set forth in Section 11.1(a), (ii) any out-of-pocket payments borne by Buyer or the Companies pursuant to this Section 8.7 (adjusted for Tax benefits as provided in Schedule 11.3(b) shall be deemed to be Losses and Expenses incurred by Buyer Group Members for purposes of the $2,500,000 deductible set forth in Section 11.1(a) and (iii) any amount paid by the Sellers pursuant to this Section 8.7 shall be applied toward the limitation described as "30% of the Purchase Price (as adjusted pursuant to Section 3.2)" in Section 11.1(a). Buyer and the Companies shall not settle any Claim without the consent of the Sellers, such consent not to be unreasonably withheld. Subject to the foregoing, Buyer and the Companies shall be solely responsible for defending against, settling or otherwise dealing with any Claim; provided, however, that Buyer and the Companies shall promptly advise the Sellers of the institution of any Claims or any material developments with respect to Claims or the defense against, settlement of or other dealing with respect to Claims and Buyer and the Companies shall provide the Sellers with such further information as the Sellers may reasonably request (including, without limitation, transcripts, pleadings and motions) relating to the foregoing.
Sample 1

Related to Certain Contribution

  • Certain Compensation Other than in connection with a Conversion of an Affected Loan, Borrower shall pay to Administrative Agent for the account of the applicable Bank, upon the request of such Bank through Administrative Agent which request includes a calculation of the amount(s) due, such amount or amounts as shall be sufficient (in the reasonable opinion of such Bank) to compensate it for any loss, cost or expense which such Bank reasonably determines is attributable to:

  • The Contribution 4.1 The Minister will make a non-repayable Contribution to the Recipient in respect of the Project in an amount not exceeding the lesser of (a) and (b) as follows:

  • Investment of Contributions At the direction of the Designated Beneficiary (or the direction of the Depositor or the Responsible Individual, whichever applies) the Custodian shall invest all contributions to the account and earnings thereon in investments acceptable to the Custodian, which may include marketable securities traded on a recognized exchange or "over the counter" (excluding any securities issued by the Custodian), covered call options, certificates of deposit, and other investments to which the Custodian consents, in such amounts as are specifically selected and specified in orders to the Custodian in such form as may be acceptable to the Custodian, without any duty to diversify and without regard to whether such property is authorized by the laws of any jurisdiction as a custodial account investment. The Custodian shall be responsible for the execution of such orders and for maintaining adequate records thereof. However, if any such orders are not received as required, or, if received, are unclear in the opinion of the Custodian, all or a portion of the contribution may be held uninvested without liability for loss of income or appreciation, and without liability for interest pending receipt of such orders or clarification, or the contribution may be returned. The Custodian may, but need not, establish programs under which cash deposits in excess of a minimum set by it will be periodically and automatically invested in interest-bearing investment funds. The Custodian shall have no duty other than to follow the written investment directions of the Designated Beneficiary (or the Depositor or Responsible Individual), and shall be under no duty to question said instructions and shall not be liable for any investment losses sustained by the Designated Beneficiary.

  • Certain Employee Payments The Company is not a party to any employment agreement which could result in the payment to any current, former or future director or employee of the Company of any money or other property or rights or accelerate or provide any other rights or benefits to any such employee or director as a result of the transactions contemplated by this Agreement, whether or not (i) such payment, acceleration or provision would constitute a “parachute payment” (within the meaning of Section 280G of the Code), or (ii) some other subsequent action or event would be required to cause such payment, acceleration or provision to be triggered.

  • Payment of Contributions The College and eligible academic staff members of the plan shall each contribute one-half of the contributions to the Academic and Administrative Pension Plan.

  • Other Contribution Provisions In the event that any Partner is admitted to the Partnership and is given a Capital Account in exchange for services rendered to the Partnership, unless otherwise determined by the General Partner in its sole and absolute discretion, such transaction shall be treated by the Partnership and the affected Partner as if the Partnership had compensated such partner in cash and such Partner had contributed the cash to the capital of the Partnership. In addition, with the consent of the General Partner, one or more Limited Partners may enter into contribution agreements with the Partnership which have the effect of providing a guarantee of certain obligations of the Partnership.

  • Compensation and Related Matters During the Term of the Executive’s employment, as compensation and consideration for the performance by the Executive of the Executive’s duties, responsibilities and covenants pursuant to this Agreement, the Company shall pay the Executive and the Executive agrees to accept in full payment for such performance the amounts and benefits set forth below.

  • Distribution of Financial Contribution The financial contribution of the Funding Authority to the Project shall be distributed by the Coordinator according to: - the Consortium Plan - the approval of reports by the Funding Authority, and - the provisions of payment in Section 7.3. A Party shall be funded only for its tasks carried out in accordance with the Consortium Plan.

  • Allocation of Contributions You may place your contributions in one fund or in any combination of funds, although your employer may place restrictions on investment in certain funds.

  • Rights of Contribution The Guarantors agree among themselves that, in connection with payments made hereunder, each Guarantor shall have contribution rights against the other Guarantors as permitted under applicable law. Such contribution rights shall be subordinate and subject in right of payment to the obligations of such Guarantors under the Loan Documents and no Guarantor shall exercise such rights of contribution until all Obligations have been paid in full and the Commitments have terminated.

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