Reduced Payments Sample Clauses

Reduced Payments. The Parties hereby agree and acknowledge that (i) the license grants, assignments, and related financial terms, if any, provided in Sections 10.4(a), 10.4(b), 10.4(c), 10.4(d), and 10.4(e) are in addition to, and without limitation of, any legal or equitable remedies that may be available with respect to any breach of this Agreement and (ii) the financial terms provided in Sections 10.4(a), 10.4(b), and 10.4(c) constitute a reasonable, fair, and equitable reflection of the relative value of each Party’s contributions and interest in the future value of the opportunity presented under this Agreement in the event of the circumstances under which such economic terms apply, and are not intended, and shall not be construed, as a form of penalty for any act or omission under this Agreement.
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Reduced Payments. In the event that (i) the Total Payments would subject Employee to the Excise Tax, and (ii) the amount of the total “parachute payment” as defined in Section 280G(b) of the Code to be paid to Employee is less than 110% of the Safe Harbor Amount, then, only to the extent necessary to eliminate the imposition of the Excise Tax, such payments and benefits shall be reduced, in the order and of the type, mutually agreed to by Employee and the Company.
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Reduced Payments. Anything in the Plan to the contrary notwithstanding, in the event the Accounting Firm shall determine that receipt of all Payments would subject a Covered Executive to the excise tax under Section 4999 of the Code, the Accounting Firm shall determine whether to reduce any of the Payments paid or payable pursuant to the Plan (the “Plan Payments”) so that the Parachute Value of all Payments, in the aggregate, equals the Safe Harbor Amount. The Plan Payments shall be so reduced only if the Accounting Firm determines that the Covered Executive would have a greater Net After-Tax Receipt of aggregate Payments if the Plan Payments were so reduced. If the Accounting Firm determines that the Covered Executive would not have a greater Net After-Tax Receipt of aggregate Payments if the Plan Payments were so reduced, the Covered Executive shall receive all Plan Payments to which the Covered Executive is entitled hereunder.
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Reduced Payments. “Reduced Payments” shall have the meaning ascribed to such term in Section 4.3.6(ii).
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Reduced Payments. If a Reduced Payment is made pursuant to this Section 7, (i) the Payment shall be paid only to the extent permitted under the Reduced Payment alternative, and Executive shall have no rights to any additional payments and/or benefits constituting the Payment, and (ii) reduction in payments and/or benefits will occur in the following order: (1) reduction of cash payments; (2) cancellation of accelerated vesting of equity awards other than stock options; (3) cancellation of accelerated vesting of stock options; and (4) reduction of other benefits payable to Executive. In the event that acceleration of compensation from Executive’s equity awards is to be reduced, such acceleration of vesting shall be canceled in the reverse order of the date of grant.
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Reduced Payments. The Company and Lender previously agreed that the monthly payments between August 15, 2022 and October 15, 2022, as required by Section 2.3.2(b) of the Agreement, would be reduced to $15,000 per month (the “Payment Reduction”), but this Payment Reduction was not formally documented. Effective as of August 15, 2022, the Lender hereby agrees that for each of August 15, 2022, September 15, 2022 and October 15, 2022, the monthly payments required by Section 2.3.2(b) of the Agreement were reduced to $15,000 per month.
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Reduced Payments. Notwithstanding any other provision of this Agreement to the contrary, if the aggregate of the payments provided for in this Agreement and the other payments and benefits that the Advisor has the right to receive from Parent, the Company, and their respective affiliates (the “Total Payments”) would constitute a “parachute payment,” as defined in Section 280G(b)(2) of the Code, the Advisor shall receive the Total Payments unless the (i) after-tax amount that would be retained by the Advisor (after taking into account all federal, state, and local income taxes payable by the Advisor and the amount of any excise taxes payable by the Advisor under Section 4999 of the Code that would be payable by the Advisor (the “Excise Taxes”)) if the Advisor were to receive the Total Payments has a lesser aggregate value than (ii) the after-tax amount that would be retained by the Advisor (after taking into account all federal, state, and local income taxes payable by the Advisor) if the Advisor were to receive the Total Payments reduced to the largest amount as would result in no portion of the Total Payments being subject to Excise Taxes (the “Reduced Payments”), in which case the Advisor shall be entitled only to the Reduced Payments. If the Advisor is to receive the Reduced Payments, the reduction shall be made by reducing the Severance Payment. All reasonable fees and expenses of the Accounting Firm shall be borne solely by Parent.
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Related to Reduced Payments

  • Returned Payments If after receipt of any payment which is applied to the payment of all or any part of the Obligations (including a payment effected through exercise of a right of setoff), the Administrative Agent or any Lender is for any reason compelled to surrender such payment or proceeds to any Person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason (including pursuant to any settlement entered into by the Administrative Agent or such Lender in its discretion), then the Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Administrative Agent or such Lender. The provisions of this Section 2.21 shall be and remain effective notwithstanding any contrary action which may have been taken by the Administrative Agent or any Lender in reliance upon such payment or application of proceeds. The provisions of this Section 2.21 shall survive the termination of this Agreement.

  • Delayed Payments The Parties hereto agree that payments due from one Party to the other Party under the provisions of this Agreement shall be made within the period set forth therein, and if no such period is specified, within 30 (thirty) days of receiving a demand along with the necessary particulars. Unless otherwise specified in this Agreement, in the event of delay beyond such period, the defaulting Party shall pay interest for the period of delay calculated at a rate equal to 5% (five per cent) above the Bank Rate, and recovery thereof shall be without prejudice to the rights of the Parties under this Agreement including Termination thereof.

  • Deferred Payments “Deferred Payments” means any severance pay or benefits to be paid or provided to Executive (or Executive’s estate or beneficiaries) pursuant to this Agreement and any other severance payments or separation benefits to be paid or provided to Executive (or Executive’s estate or beneficiaries), that in each case, when considered together, are considered deferred compensation under Section 409A.

  • 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.

  • Required Payments Unless otherwise provided in this Agreement, any payment of Tax required shall be due within 30 days of a Final Determination of the amount of such Tax.

  • Misdirected Payments To the extent there are any misdirected funds forwarded to Seller (or any of its Affiliates, if any) by any third parties, which misdirected funds are paid in respect of the performance of services by or on behalf of the Hospital from and after the Closing Date or with respect to the Accounts Receivable or other Acquired Assets, Seller shall remit such misdirected funds to Buyer within ten (10) Business Days after receipt thereof, to an account designated by Buyer.

  • Deferred Payment “Deferred Payment” means any severance pay or benefits to be paid or provided to Executive (or Executive’s estate or beneficiaries) pursuant to this Agreement and any other severance payments or separation benefits, that in each case, when considered together, are considered deferred compensation under Section 409A.

  • 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.

  • 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.

  • Delayed Payment Premium balances that remain unpaid for more than 30 days after the Remittance Date will incur interest from the end of the reporting period. The Remittance Date is defined as 30 days after the end of the reporting period. Interest will be calculated using the index specified in Article 13.5 -

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