Conditional Payment Clause Samples

Conditional Payment. Employee’s right to receive payments of salary continuation, benefits continuation or other non-vested compensation described in Section 5.2 is conditioned upon Employee’s full compliance with Section 6. If Employee fails to comply with the obligations set forth in Section 6 as reasonably determined by the Chief Executive Officer, the Board of Directors of Employer, or a committee of the Board, within eighteen (18) months after Employee’s termination, then Employee shall not be entitled to any further salary continuation, benefits continuation or other non-vested compensation from Employer.

Conditional Payment. No payment by Tenant or receipt by Landlord of a lesser amount than the total of all sums due hereunder shall be deemed other than on account of the earliest stipulated rent, nor shall any endorsement or statement on any check, or any letter accompanying any check or payment as rent, be deemed an accord or satisfaction, and Landlord may accept such cash and/or negotiate such check or payment without prejudice to Landlord’s right to recover the balance of such rent, or Landlord may pursue any of its other remedies provided in this Lease or otherwise, regardless of whether Landlord makes any notation on such instrument of payment or otherwise notifies Tenant that such acceptance, cashing or negotiation is without prejudice to Landlord’s rights.

Conditional Payment. (a) In the event the Vendors have not received, by no later than the 180th day following the Closing Date (the “Six Month Anniversary”), a net amount of $450,000.00 through the sale of all, or any, of the Clearly Shares underlying the Warrants, net of sales commissions and costs of purchasing such underlying shares (the “Warrant Sale Proceeds”), the Vendors will have the right to demand that the Purchaser make a payment to the Vendors of an amount equal to the difference obtained by subtracting the Warrant Sale Proceeds from $450,000 (the “Second Payment”). The Second Payment will be paid by the Vendors to the Purchaser, within 15 Business Days of the Purchaser receiving written notice from the Vendors of demand for the Second Payment as aforesaid (the “First Demand”), by, at the Purchaser’s option, (i) certified cheque or solicitor’s trust cheque; or (ii) such number of Clearly Shares as have a market value equal to the Second Payment (the “Second Payment Clearly Shares”), such market value being calculated based on the average closing price of the Clearly Shares on the NASD OTC, or other public securities exchange, for the 10 trading day time period immediately proceeding the day on which the Purchaser receives the First Demand; provided, however, (A) the Purchaser will only have the option to make the Second Payment in Clearly Shares if the Clearly Shares have traded an average daily volume of 100,000 shares for the 30 trading days immediately preceding the day on which the Purchaser receives the First Demand; (B) in the event the Second Payment is paid in Clearly Shares and the Vendors have not received, by no later than the 20th trading day following the Vendors’ receipt of the Second Payment (the “Second Payment Anniversary”), an amount equal to the Second Payment, through the sale of all of the Second Payment Clearly Shares, net of sales commissions (the “Second Payment Share Sale Proceeds”) and other costs of disposition, the Vendors will have the right to demand that the Purchaser make a payment to the Vendors equal to the difference obtained by subtracting the Second Payment Share Sale Proceeds from the Second Payment (the “Second Payment Shortfall”); (C) the Second Payment Shortfall will be paid by the Purchaser to the Vendors, within 15 Business Days of the Purchaser receiving written notice from the Vendors of demand for the Second Payment Shortfall (the “Second Payment Shortfall Demand”), by the issuance to the Vendors of such number of Clear...

Conditional Payment. All funds received by Lender from Obligors will be subject to Lender's standard clearing procedures and clearing periods for uncollected funds as such procedures and clearing periods may change from time-to-time. Obligors waive any rights they may have to direct the application of any and all payments at any time or times hereafter received by Lender on account of the Indebtedness. Obligors agree that Lender shall have the continuing exclusive right to apply and reapply such payments in any manner, as Lender may deem advisable, notwithstanding any entry by Lender upon its books; provided, however, that so long as no Lenders' Costs, interest, principal or any other amount owing under this Agreement and the other Loan Documents is due and no Potential Default or Event of Default has occurred and is continuing, Obligors may direct the prepayment of the Term Loan in accord with Paragraph 2.2.6 hereof.

Conditional Payment. Officer’s right to receive payments of salary continuation, benefits continuation or other non-vested compensation described in Section 5.2 is conditioned upon Officer’s full compliance in all material respects with Section 6, other than any noncompliance which is inadvertent or immaterial and does not cause material injury to Employer’s financial condition or reputation. If Officer fails to comply in all material respects with the obligations set forth in Section 6 as reasonably determined by the Chief Executive Officer, the Board of Directors of Employer, or a committee of the Board, within eighteen (18) months after Officer’s termination, then Officer shall not be entitled to any further salary continuation, benefits continuation or other non-vested compensation from Employer, but only to the extent that any such noncompliance is not inadvertent or immaterial and causes material injury to Employer’s financial condition or reputation.

Conditional Payment. Payment for the services is conditioned upon the City’s receipt of the following: a. Properly executed Affidavit of Funeral Home Director, a copy of which is attached as Exhibit A; b.Properly executed Financial Disclosure & Affidavit of Indigency, a copy of which is attached as Exhibit B;

Conditional Payment. Promptly after the final determination of the Realized Value of the Retained Category B Interests pursuant to Section 4.1 hereof, USCC shall certify by written notice to TDS the amount of the excess, if any, of (a) the Aggregate Accreted Value over (b) the Aggregate Realized Value. For purposes of calculating adjustments to the Aggregate Accreted Value of a Cellular Interest based on changes in the Consumer Price Index, such adjustment shall be computed by applying to the Assigned Value an adjustment amount, expressed as a percentage, which shall be equal to the percentage by which the Consumer Price Index for the most recent calendar month ending at least 90 days prior to the Fifth Anniversary exceeds the Consumer Price Index for the most recent calendar month ending at least 90 days prior to the Final Closing Date. Within five (5) business days of its receipt of such notice, TDS shall (i) pay to USCC the amount of such excess in cash, by wire transfer or by certified check, or (ii) deliver to USCC that number of Common Shares, par value $1.00 per share, of USCC having an aggregate fair market value (as hereinafter defined) equal to the amount of such excess, or (iii) pay a portion of such amount in cash and a portion by delivering Common Shares of USCC. The fair market value of any USCC Common Shares delivered by TDS in accordance with the preceding sentence shall be the average of the closing prices for such shares on the AMEX (or the principal exchange on which such shares trade) for the twenty (20) trading days preceding the date on which such shares are delivered.

Conditional Payment. Borrowers agree that checks and other instruments received by Bank in payment or on account of the Indebtedness constitute only conditional payment until such items are actually paid to Bank. Subject to Section 2.4.8.1 hereof, Borrowers waive any right they may have to direct the application of any and all payments at any time or times hereafter received by Bank on account of the Indebtedness. Borrowers agree that Bank shall have the continuing exclusive right to apply and reapply such payments in any manner as Bank may deem advisable, notwithstanding any entry by Bank upon its books.

Conditional Payment. The amount of Two Hundred Fifty Thousand Dollars ($250,000).