Exchange-Related Payments Sample Clauses

Exchange-Related Payments. Any Exchange-Related Tax Benefit Payments made by NCM Inc. under Section 3.01(a) of this Agreement in respect of an NCM Inc. Tax Benefit Schedule, as well as any payments made by NCM Inc. under Section 3.01(b) of this Agreement with respect to an Amended NCM Inc. Tax Benefit Schedule, will be treated as subsequent upward purchase price adjustments that give rise to further Basis Adjustments for NCM Inc. The Parties recognize and agree that the treatment described in the preceding sentence will have the effect of creating additional Basis Adjustments for NCM Inc. in the year of payment and, as a result, such additional Basis Adjustments will be incorporated into the current year calculation and into future year calculations, as appropriate, with any circularity created in the current year continuing until any incremental current year benefits equal an immaterial amount. Any such Exchange-Related Payments will be reported by the Founding Members using the installment method under Section 453 of the Code (to the extent applicable, and taking into account the rules under Section 453A of the Code), unless in connection with a Subsequent Deemed Exchange a Founding Member affirmatively elects out of the installment method and treats the fair market value of its rights to receive such Exchange-Related Payments under this Agreement as received on the relevant Subsequent Deemed Exchange Date. To affirmatively elect out of the installment method, the relevant Founding Member shall deliver a written notice to NCM Inc. as of the relevant Subsequent Deemed Exchange Date. The principles of Sections 1272, 1274, or 483 of the Code, as applicable, and the principles of any similar provisions of state and local law, will apply to cause a portion of each Exchange-Related Payment made by NCM Inc. to the Founding Members under this Agreement to be treated as imputed interest (the “Imputed Interest”). Any Exchange-Related Tax Detriment Payments made by a Founding Member under Section 3.01(a) of this Agreement in respect of an NCM Inc. Tax Basis Schedule, as well as any payments made by a Founding Member under Section 3.01(b) of this Agreement with respect to an Amended NCM Inc. Tax Basis Schedule, will be treated as downward purchase price adjustments that reduce both the amount previously realized by such Founding Member and the amount of any prior Basis Adjustments for NCM Inc.
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Related to Exchange-Related Payments

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

  • Permitted Payments Hedging Liabilities

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

  • Dividends and Certain Other Restricted Payments The Company shall not, nor shall it permit any of its subsidiaries to, (a) declare or pay any dividends on or make any other distributions in respect of any class or series of its capital stock or other equity interests or (b) directly or indirectly purchase, redeem, or otherwise acquire or retire any of its capital stock or other equity interests or any warrants, options, or similar instruments to acquire the same.

  • 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.

  • Refused Payments We reserve the right to refuse to pay any Receiver. We will attempt to notify the Sender promptly if we decide to refuse to pay a Receiver designated by the Sender. This notification is not required if you attempt to make a prohibited payment under this Agreement.

  • Restricted Payments; Certain Payments of Indebtedness (a) The Borrower will not, and will not permit any Restricted Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except:

  • Disputed Payments In the event that the Purchaser disputes an invoice, it shall give notice of such a dispute within 15 days of receiving the invoice setting out details of the disputed amount. The Purchaser shall pay by the Due Date 100% of any undisputed amount and in case the invoice is disputed, the Purchaser shall pay an amount based on average consumption of last three consecutive undisputed invoices. Amount so recovered shall be subject to final adjustment on resolution of the dispute. Thereafter, the Parties shall discuss and try to resolve the disputed amount within a week of receipt of such notice of dispute. If the Parties resolve the dispute, an appropriate adjustment shall be made in the next invoice. If the dispute has not been resolved by the date of the next invoice the dispute shall be referred to a committee of one member from each of Purchaser and Power Producer, If the dispute is still-not resolved by the next following invoice if shall be 'referred to Arbitration as provided in the present Agreement.

  • Restricted Payment In relation to the Borrower and its Subsidiaries, any ------------------ (a) Distribution or (b) payment or prepayment by the Borrower or its Subsidiaries to the Borrower's shareholders or to any Affiliate of the Borrower or the Borrower's shareholders in their capacity as a shareholder.

  • Dividends and Related Distributions The Borrowers shall not, and shall not permit any of their Subsidiaries to, make or pay, or agree to become or remain liable to make or pay, any dividend or other distribution of any nature (whether in cash, property, securities or otherwise) on account of or in respect of its shares of capital stock or partnership or limited liability company interest or on account of the purchase, redemption, retirement or acquisition of its shares of capital stock (or warrants, options or rights therefor) or partnership or limited liability company interests, except

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