Paramount Provisions Sample Clauses

Paramount Provisions. (a) Notwithstanding anything in Sections 6.02 and 6.03 above or any other provision of this Agreement to the contrary, if the Company has met all of its obligations under this Agreement (and the Insurance Agreement, if applicable) with respect to obtaining and maintaining in force (i) the Life Insurance Policy described in Section 6.02 hereof on the life of Employee to fund the Death Benefit or (ii) the Supplemental Disability Policy maintained for Employee pursuant to Section 6.03 hereof to fund such Employee's Disability Benefit, but all or any portion of the proceeds under any such policy are not actually received by the Company for any reason whatsoever, including without limitation the insolvency of the insurer or any misrepresentation made by Employee in the application for such insurance, then the right of Employee or his designated beneficiary to receive a Disability Benefit or a Death Benefit, as the case may be, shall be reduced (but not below zero) by the amount by which the Disability Benefit or Death Benefit otherwise payable exceeds the insurance proceeds actually received.
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Paramount Provisions. (a) Notwithstanding anything in Sections 6.01 and 6.02 above or any other provision of this Agreement to the contrary, if the Company has met all of its obligations under this Agreement (and provided that such obligations are not relieved in accordance with the terms hereof) with respect to obtaining and maintaining in force (i) the life insurance policy described in Section 6.01 hereof on the life of Employee to fund the minimum death benefit or (ii) the Supplemental Disability Policy maintained for Employee pursuant to Section 6.02 hereof to fund such Employee’s Disability Benefit, but all or any portion of the proceeds under any such policy are not actually received by the Employee for any reason whatsoever, including without limitation the insolvency of the insurer or any misrepresentation made by Employee in the application for such insurance, then the right of Employee or his designated beneficiary to receive a Disability Benefit or a death benefit, as the case may be, shall be reduced (but not below zero) by the amount by which the Disability Benefit or death benefit otherwise payable exceeds the insurance proceeds actually received. The Company agrees that any insurance company issuing the life insurance policy described in Section 6.01 shall have at least an “A” rating by the Best Rating Service.
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Paramount Provisions. The provisions of this schedule shall apply notwithstanding anything else in this Agreement to the contrary.
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Paramount Provisions. Subject to clause 8.3 and 8.4, the provisions of this schedule shall apply notwithstanding anything else in this Agreement, the Tax Deed or any other Transaction Document to the contrary.
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Paramount Provisions. The provisions of this schedule shall apply notwithstanding anything else in this Agreement to the contrary. * - Confidential Treatment Requested. Omitted portions filed with the Securities and Exchange Commission. SCHEDULE 8: PARTICULARS OF PREMISES Freehold Premises with the registered titles Premises Description Registered Proprietor Title Number Current Use 100 Xxxxx Xxxxxx Xxxx, Xxxxxx XX0 0XX On Demand Management Limited (company number 2975644) TGL153596 Offices * - Confidential Treatment Requested. Omitted portions filed with the Securities and Exchange Commission. SCHEDULE 9: LOCKED BOX STATEMENT PART I PRO-FORMA LOCKED BOX STATEMENT April 2012 (£) April 2012 (US$) (£) (£1:US$1.6269) Cash and cash equivalents 2,251,232 3,662,529 Accrued income 1,256,078 2,043,513 Accounts receivable, net (Note 1) 4,095,039 6,662,219 Intercompany SEAC US Intercompany SEAC UK Intercompany EventIs Intercompany Japan Inventories, net Income taxes receivable Prepaid expenses and other current assets:- Content prepayments 1,075,697 1,750,052 Overhead prepayments 764,812 1,244,272 Deferred income taxes 115,096 187,249 Deferred income taxes valuation allowance Total current assets 9,557,953 15,549,833 Property and equipment - Land cost 770,000 Property and equipment - Building/Equipment cost 10,095,836 Property and equipment - cumm depreciation 4,588,868 Deferred income taxes Long Term - Intangibles - Intellectual - ODG - Intangibles - Intellectual - Mobix - Intangibles - ODG Customers - Intangibles - Mobix Customers - Intangibles - Developed Tech - ODG - Intangibles - Developed Tech - Mobix - Intangibles Accum Amort - Intellectual ODG - Accum Amort - Intellectual - Mobix - Accum Amort - ODG Customers - Accum Amort - Mobix Customers - Accum Amort - Developed Tech - ODG - Accum Amort - Developed Tech -Mobix - Accumulated Amort Investments in affiliated companies SA subsidiary Investments in Mobix Investments in affiliated companies - German JV 296,940 Investments in affiliated companies - New German Shelf co Goodwill - ODG - Goodwill - Mobix 3,941,149 Total assets 19,479,131 Current portion of line of credit and capital leases Accounts payable (Note 2) 887,178 1,443,350 Cash loan from BVI (90-0000-26099-000-030) Loans to SA company from ODM Intercompany SEAC US 1,218,367 1,982,161 Intercompany SEAC UK Intercompany SEAC Turkey Intercompany SEAC France Other accrued expenses Content royalty accruals 3,263,765 5,309,819 Overhead accruals 725,530 1,180,364 VAT Deferred revenue...
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Paramount Provisions. Employee’s Initials: 5
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Related to Paramount Provisions

  • Put Provisions Upon a Change of Control, any Holder of Securities will have the right to cause the Company to repurchase all or any part of the Securities of such Holder at a repurchase price equal to 101% of the principal amount of the Securities to be repurchased plus accrued interest to the date of repurchase (subject to the right of holders of record on the relevant record date to receive interest due on the related interest payment date) as provided in, and subject to the terms of, the Indenture.

  • Agreement Provisions If the Company, on behalf of any Account, purchases Trust Portfolio shares (“Eligible Shares”) that are subject to a Rule 12b-1 plan adopted under the 1940 Act (the “Plan”), the Company, on behalf of its Distributor, may participate in the Plan. To the extent the Company or its affiliates, agents or designees (collectively “you”) provide any activity or service that is primarily intended to assist in the promotion, distribution or account servicing of Eligible Shares (“Rule 12b-1 Services”) or variable contracts offering Eligible Shares, the Underwriter, the Trust or their affiliates (collectively, “we”) may pay you a Rule 12b-1 fee. “Rule 12b-1 Services” may include, but are not limited to, printing of prospectuses and reports used for sales purposes, preparing and distributing sales literature and related expenses, advertisements, education of dealers and their representatives, and similar distribution-related expenses, furnishing personal services to owners of Contracts which may invest in Eligible Shares (“Contract Owners”), education of Contract Owners, answering routine inquiries regarding a Portfolio, coordinating responses to Contract Owner inquiries regarding the Portfolios, maintaining such accounts or providing such other enhanced services as a Trust Portfolio or Contract may require, or providing other services eligible for service fees as defined under FINRA rules. Your acceptance of such compensation is your acknowledgment that eligible services have been rendered. All Rule 12b-1 fees, shall be based on the value of Eligible Shares owned by the Company on behalf of its Accounts, and shall be calculated on the basis and at the rates set forth in the compensation provision stated above. The aggregate annual fees paid pursuant to each Plan shall not exceed the amounts stated as the “annual maximums” in the Portfolio’s prospectus, unless an increase is approved by shareholders as provided in the Plan. These maximums shall be a specified percent of the value of a Portfolio’s net assets attributable to Eligible Shares owned by the Company on behalf of its Accounts (determined in the same manner as the Portfolio uses to compute its net assets as set forth in its effective Prospectus). The Rule 12b-1 fee will be paid to you within thirty (30) days after the end of the three-month periods ending in January, April, July and October. You shall furnish us with such information as shall reasonably be requested by the Trust’s Boards of Trustees (“Trustees”) with respect to the Rule 12b-1 fees paid to you pursuant to the Plans. We shall furnish to the Trustees, for their review on a quarterly basis, a written report of the amounts expended under the Plans and the purposes for which such expenditures were made. The Plans and provisions of any agreement relating to such Plans must be approved annually by a vote of the Trustees, including the Trustees who are not interested persons of the Trust and who have no financial interest in the Plans or any related agreement (“Disinterested Trustees”). Each Plan may be terminated at any time by the vote of a majority of the Disinterested Trustees, or by a vote of a majority of the outstanding shares as provided in the Plan, on sixty (60) days’ written notice, without payment of any penalty, or as provided in the Plan. Continuation of the Plans is also conditioned on Disinterested Trustees being ultimately responsible for selecting and nominating any new Disinterested Trustees. Under Rule 12b-1, the Trustees have a duty to request and evaluate, and persons who are party to any agreement related to a Plan have a duty to furnish, such information as may reasonably be necessary to an informed determination of whether the Plan or any agreement should be implemented or continued. Under Rule 12b-1, the Trust is permitted to implement or continue Plans or the provisions of any agreement relating to such Plans from year-to-year only if, based on certain legal considerations, the Trustees are able to conclude that the Plans will benefit each affected Trust Portfolio and class. Absent such yearly determination, the Plans must be terminated as set forth above. In the event of the termination of the Plans for any reason, the provisions of this Schedule F relating to the Plans will also terminate. You agree that your selling agreements with persons or entities through whom you intend to distribute Contracts will provide that compensation paid to such persons or entities may be reduced if a Portfolio’s Plan is no longer effective or is no longer applicable to such Portfolio or class of shares available under the Contracts. Any obligation assumed by the Trust pursuant to this Agreement shall be limited in all cases to the assets of the Trust and no person shall seek satisfaction thereof from shareholders of the Trust. You agree to waive payment of any amounts payable to you by Underwriter under a Plan until such time as the Underwriter has received such fee from the Trust. The provisions of the Plans shall control over the provisions of the Participation Agreement, including this Schedule F, in the event of any inconsistency. You agree to provide complete disclosure as required by all applicable statutes, rules and regulations of all rule 12b-1 fees received from us in the prospectus of the Contracts.

  • General Payment Provisions This Note shall be made in lawful money of the United States of America by check to such account as the Holder may from time to time designate by written notice to the Company in accordance with the provisions of this Note. Whenever any amount expressed to be due by the terms of this Note is due on any day which is not a Business Day (as defined below), the same shall instead be due on the next succeeding day which is a Business Day and, in the case of any interest payment date which is not the date on which this Note is paid in full, the extension of the due date thereof shall not be taken into account for purposes of determining the amount of interest due on such date. For purposes of this Note, “Business Day” shall mean any day other than a Saturday, Sunday or a day on which commercial banks in the State of Texas are authorized or required by law or executive order to remain closed.

  • Buyout Provisions The Committee may at any time (a) offer to buy out for a payment in cash or cash equivalents an Option previously granted or (b) authorize an Optionee to elect to cash out an Option previously granted, in either case at such time and based upon such terms and conditions as the Committee shall establish.

  • Payment Provisions Payment shall be made in accordance with Chapter 2251 of the Texas Government Code, commonly known as the Texas Prompt Payment Act. Chapter 2251 of the Texas Government Code shall govern remittance of payment and remedies for late payment and non-payment.

  • Callout Provisions Regular employees who are called back to work outside normal hours, shall be compensated for a minimum of four (4) hours at the applicable overtime rates, and will be reimbursed at applicable mileage rates for portal-to-portal transportation. A callout is not an extended shift.

  • Other Pertinent Provisions Landlord and Tenant agree that, effective as of the date of this Amendment (unless different effective date(s) is/are specifically referenced in this Section), the Lease shall be amended in the following additional respects:

  • Attachment B, Payment Provisions The payment provisions are amended as follows:

  • SPECIAL TERMS AND CONDITIONS OF TRUST The following special terms and conditions are hereby agreed to:

  • STANDARD TERMS AND CONDITIONS OF TRUST Subject to the provisions of Part II hereof, all the provisions contained in the Standard Terms and Conditions of Trust are herein incorporated by reference in their entirety and shall be deemed to be a part of this instrument as fully and to the same extent as though said provisions had been set forth in full in this instrument.

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