Conditional Payments Clause Samples

Conditional Payments. Subject to Section 7, any payments or benefits made pursuant to this Section 6 will be subject to and conditioned upon the Executive’s compliance with the provisions, restrictions and limitations of Section 5 of this Agreement, but not otherwise subject to offset or mitigation. In addition, unless on or prior to the sixtieth (60th) day following the date of termination: (i) the Executive or the Executive’s estate (as applicable) shall have signed, and the Company shall have received, a Release and Agreement releasing the Company, Related Companies, and their respective directors, officers, employees and agents (“Released Parties”) from any and all claims and liabilities, and promising to the fullest extent allowed by law, never to ▇▇▇ any of the Released Parties (such Release and Agreement shall be in the form set forth in Appendix III); and (ii) such Release and Agreement shall have become irrevocable, then: (A) no payment shall be paid or made available to the Executive under Section 6(a)(i) or 6(b)(i), (B) no unvested Equity Incentive shall become vested pursuant to Section 6(b)(iii) and instead, all then unvested Equity Incentives shall be immediately forfeited, (C) the Company shall be relieved of all obligations to make any further payments, or provide or make available any Benefits, to the Executive pursuant to Section 6(a)(iv) or 6(b)(iv) and (D) the Executive shall be required to repay the Company, in cash, within five (5) business days after written demand is made therefor by the Company, an amount equal to the value of any Benefits received by the Executive pursuant to Section 6(a)(iv) or 6(b)(iv).

Conditional Payments. Reimbursements are conditioned on the Scope of Work being performed in compliance with the Contract. Performing Party shall return payment to TCEQ for either overpayment or activities undertaken that are not compliant with the Scope of Work. This does not limit or waive any other TCEQ remedy.

Conditional Payments. Any payments or benefits made pursuant to this Section 6 will be subject to (i) the provisions, restrictions, and limitations of Section 5 of this Agreement, but not otherwise subject to offset or mitigation, (ii) the Executive’s signing (following his termination of employment), and the Company’s receipt of, a Release and Agreement releasing the Company, Related Companies, and their respective directors, officers, employees and agents (“Indemnitees”) from any and all claims and liabilities, and promising never to ▇▇▇ any of the Indemnitees (such Release and Agreement shall be in such form as is then currently in use for departing Company senior executives), and (iii) the Company’s receipt of the Executive’s resignation from all offices, directorships, and fiduciary positions with the Company, its Related Companies, and their respective employee benefit plans.

Conditional Payments. Subject to the terms and conditions of this Agreement and Section 5.4 below, MERCK shall pay to Protiva Biotherapeutics Inc. the following conditional payments: (a) [*]; and (b) [*].

Conditional Payments. Refuse or condition any future disbursements upon conditions specified in writing by ODOT.

Conditional Payments. It is not the purpose of this Settlement to shift responsibility of medical care in this matter to the Medicare program pursuant to 42 U.S.C. Sec. 1395y(b). Instead, this settlement is intended to resolve a dispute between the parties. The Plaintiff and Settlement Class Members have been advised and fully understand that conditional payments, if any, are the responsibility of the Plaintiff and Settlement Class Members, or their representatives, and must be satisfied out of these settlement proceeds. The Plaintiff and Settlement Class Members and/or their estates agree to investigate and assume any responsibility and/or liability to pay any current Medicare liens, Medicare Advantage Plan liens, Medicaid liens and/or private health insurance liens that may be related to the injuries in question. Further, Plaintiff and Settlement Class Members and/or their estate agree to pay any future Medicare, Medicare Advantage Plan, Medicaid and/or private health insurance liens that may arise that are determined to be related to this injury. Settlement Counsel will agree to withhold sufficient funds from the settlement to fully satisfy any and all Medicare, Medicare Advantage plan, Medicaid, private health insurance, or any other liens that may exist. In the event such liens (Medicare, Medicare Advantage Plan, Medicaid, private health insurance, or any other liens that may exist) do exists, Settlement Counsel must provide APS with a copy of any and all correspondence reflecting that such liens have been fully satisfied.

Conditional Payments. Refuse or condition any future disbursements upon conditions specified in writing by NDDOT.

Conditional Payments. If, after the date on which the Company signs this Agreement, the Board discovers information or conduct by you that would constitute grounds for a termination for “Cause” (as that term is defined in your Employment Agreement) and that was not known to the Board prior to the date on which the Company signs this Agreement, the Board may determine that all payments and benefits under the “Consideration” section of this Agreement shall cease, and you shall be required to repay to the Company any payments or benefits previously paid under such section. If any stock options that vest as described in this Agreement have been exercised, you shall be required to pay to the Company an amount equal to the fair market value of the stock subject to such option on the date of exercise, less the exercise price paid pursuant to such exercise.

Conditional Payments. The Purchase Price will be adjusted to add a premium and an earnout component payable to the Monitor, on behalf of WGC, in an amount up to an aggregate maximum of Four Million Canadian Dollars (C$4,000,000) (the “Conditional Payments”) on the terms hereinafter set out. The Conditional Payments comprise: (i) a premium conditional upon the continuity of Maricann’s Health Canada Licenses and EU-GMP license, up to a maximum of One Million Three Hundred Thousand Canadian Dollars (C$1,300,000) (the “Premium”); and