Settlement Payments Clause Samples

Settlement Payments. By 3:00 p.m. New York time on the first Business Day of --------------------- each month ("Interest Settlement Date"), Agent will advise each Lender by telephone, fax or telecopy of the amount of such Lender's share of interest and fees on each of the Loans as of the end of the last day of the immediately preceding month. Provided that such Lender has made all payments required to be made by it under this Agreement, Agent will pay to such Lender, by wire transfer to such Lender's account (as specified by such Lender on Schedule 9.8 of this Agreement or the applicable Assignment and Acceptance Agreement, as amended by ------------ such Lender from time to time after the date hereof or in the applicable Assignment and Acceptance Agreement) not later than 3:00 p.m. New York time on the third Business Day following receipt thereof, such Lender's share of interest and fees on each of the Loans. Such Lender's share of interest on each Loan will be calculated for that Loan by adding together the Daily Interest Amounts for each calendar day of the prior month for that Loan and multiplying the total thereof by the Interest Ratio for that Loan. Such Lender's share of the Unused Revolver Loan Fee described in Section 2.4(b)(i) shall be an amount equal to (a)(i) such Lender's average Revolving Facility Loan commitment during such month, less (ii) the sum of (x) such Lender's average Daily Loan Balance of the Revolving Facility Loan, plus (y) such Lender's Pro Rata Share of the average daily aggregate amount of Letter of Credit Reserve, in each case for the preceding month, multiplied by (b) the percentage required by Section 2.4(b)(i). Such Lender's share of the Unused Term Loan Fee described in Section 2.4(b)(ii) shall be an amount equal to (x) (i) such Lender's average Term Facility Loan commitment during such month, less (ii) the sum of (A) such Lender's average Daily Loan Balance of the Term Facility Loan, plus (B) such Lender's Pro Rata Share of the Average Daily Aggregate amount of Term Letter of Credit reserve, in each case for the preceding month, multiplied by (y) the percentage required by Section 2.4(b)(ii). Such Lender's share of all other fees paid to Agent for the benefit of Lenders hereunder shall be paid and calculated based on such Lender's Loan commitment with respect to the Loans on which such fees are associated. To the extent Agent does not receive the total amount of any fee owing by Borrowers under this Agreement, each amount payable by Agent to...

Settlement Payments. In consideration for Employee’s agreement to terminate the Prior Agreement and waive the right to receive cash payments or other benefits under the Prior Agreement upon termination of employment following a change in control by reason of consummation of the Merger, Parent shall provide on the Effective Date the compensation described in this Section 6 (provided this Agreement is not terminated prior to the Effective Date), and Employee shall have no other right to receive payments or other benefits under this Agreement or the Prior Agreement by reason of the Merger: (a) Parent shall pay Employee in cash the sum of Two Million Eight Hundred Eighty Thousand Dollars ($2,880,000.00) (the “Cash Settlement Payment”). The Cash Settlement Payment shall be paid in one lump sum on the Effective Date. (b) The provisions of Section 8(g) of this Agreement shall be applicable to the payments provided for in this Section 6. All payments under this Section 6 are in addition to, and not in lieu of, any payment due under this Agreement following termination of Employee’s Employment. (c) At the election of Employee, with respect to up to 80% of the aggregate number of shares subject to stock option agreements outstanding as of the Effective Date (“Option Shares”), Employee shall be entitled to receive from Parent in exchange for cancellation of the stock option agreements (or portion thereof) relating to such Option Shares for which Employee elects, a cash payment in an amount equal to (1) the Cash Consideration (as defined in the Merger Agreement) multiplied by the aggregate number of Option Shares subject to the option agreements (or portion thereof) to be cancelled less (2) the aggregate exercise price set forth in the stock option agreements (or portion thereof) being cancelled. Employee shall notify Parent no later than three (3) business days prior to the Effective Date with respect to the number of Option Shares subject to the stock option agreements Employee wishes to make the election pursuant to this Section 6(c). In exchange for such cash payments, Employee agrees to execute a cancellation agreement with respect to the Option Shares subject to the stock option agreements (or portion thereof) being cancelled, which cancellation agreement shall be in a form reasonably acceptable to Parent. The remaining Option Shares subject to stock option agreements (or portions thereof) not being cancelled hereunder shall be converted into the right to acquire shares of Parent’s ...

Settlement Payments. At any time during the Term, any Party may make payment of the amounts that are allocable to such Party as a result of (i) the cost allocation in accordance with Section 5.1 hereof and (ii) the revenue allocation in accordance with Article VI hereof, regardless of whether an invoice pursuant to Section 7.3 hereof has been issued with respect to such amounts.

Settlement Payments. Subject to Section 3.8(c) of this Schedule "C", all losses, costs, expenses, claims or damages, including legal fees and disbursements, net of any insurance proceeds, incurred and paid by the Operator in settlement of any loss, cost, expense, claim, damage, judgment or similar matter (including a payment made, or an action taken, by the Operator as a result of an action of a governmental agency) shall constitute an Expenditure made by the Operator under the applicable Program. In addition, the non-Operator, in proportion to its Joint Venture Interest calculated on the date that the initial liability was incurred which gives rise to this indemnification obligation, shall indemnify and hold harmless the Operator for any loss, cost, expense, claim or damage, including legal fees and disbursements, suffered or incurred by the Operator in respect of a third party claim (including an action of a governmental agency which results in a payment made, or an action taken, by the Operator), except to the extent that such claim arose from the gross negligence or willful misconduct of the Operator.

Settlement Payments. 3.1 In satisfaction of all claims for civil penalties and attorneys’ fees and costs related to the Notices, Company shall pay a total settlement amount of $95,500 (the “Settlement Amount”) within 10 days of the Effective Date by wire transfer to HLF’s counsel escrow account, for which HLF’s counsel will give Company the necessary account information no later than two days after the Effective Date. HLF shall be solely responsible for allocating the Settlement Amount pursuant to Section 3. Upon request, HLF or its legal counsel shall supply the Company with a completed W-9 form. The Settlement Amount shall be allocated as follows:

Settlement Payments. A. Each Participating Class Member will receive a pro-rata portion of the Net Settlement Amount. The “Net Settlement Amount” is the Settlement Amount (plus any accrued interest thereon) reduced by any sums awarded by the Court for attorneys’ fees, litigation expenses, service payments, and all expenses of settlement administration (including expenses previously incurred and the Settlement Administrator’s good faith estimate of future expenses to be incurred). The pro-rata share of each Participating Class Member shall be computed by dividing the Net Settlement Amount by the number of Participating Class Members. There will be no cap on the settlement payment that a Class Member may receive. B. As soon as practicable after the Effective Date, the Settlement Administrator will mail to each Participating Class Member a check representing that person’s settlement payment. The Settlement Administrator will indicate on the check stub that the Participating Class Member should consult his or her tax advisor regarding the tax consequences of the settlement payment. In the event any check is returned to the Settlement Administrator as undeliverable, the Settlement Administrator will attempt to contact the Participating Class Member by telephone or perform a skip trace to attempt to locate a current address and re-mail the check. Any check that is not cashed within one hundred and twenty (120) days of its mailing by the Settlement Administrator will be void. Any portion of the Settlement Amount, including any accrued interest, that remains unpaid at the end of one hundred and forty-five (145) days will be paid to a cy pres recipient mutually proposed by the Parties and approved by the Court, unless the Court orders otherwise.

Settlement Payments. Subject to the terms and conditions contained in this Restated Agreement, APS will make settlement payments as specified below (“Settlement Payments”):

Settlement Payments. Borrower fails to make any payment of any settlement amounts, costs, fees and expenses incurred in connection with the dismissal or settling of any appeals of the Order (including, without limitation, the Hargreaves Appeal).

Settlement Payments. (i) Any Party that receives or becomes entitled to (or whose Affiliate receives or becomes entitled to) any Tax refund (or credit for overpayment) with respect to Taxes for which the other Party would be liable under this Section 6.8 (a “Refund Recipient”) shall pay to the other Party the entire amount of such refund or credit to the extent attributable to payments made by such other Party (including any interest thereon from the Taxing Authority, but (1) net of (x) any Taxes imposed by, a Taxing Authority with respect to such refund or credit (or other additional Tax payable as a result thereof), (y) out-of-pocket costs to obtain any such refund or credit and (z) any cost incurred in preparing any claim for such refund or credit) and (2) only to the extent received or actually used to reduce Taxes of the Refund Recipient for a Post-Closing Tax Period, in each case, within two years of the Closing Date, (A) in the case of a refund actually received, no more than 20 Business Days after receiving such refund and (B) in the case of the application of such refund as a credit against future Taxes, no more than 20 Business Days after the filing of the Tax Return electing such credit; provided that if such Refund Recipient is required to repay to the relevant Taxing Authority such refund or credit, the other Party shall, upon the request of such Refund Recipient, repay the amount previously paid to such other Party pursuant to this Section 6.8(e) in respect of such refund or credit (plus any penalties, interest or other charges imposed by the relevant Taxing Authority). (ii) Except as otherwise required by applicable Law or in connection with the resolution of any Tax Claim in accordance with Section 6.8(f), Buyer shall not, and shall cause its Affiliates not to, take any of the following actions without the consent of Seller (not to be unreasonably withheld, conditioned or delayed) if such action would reasonably be expected to result in an increase in Taxes of Seller or any of its Affiliates (excluding any Purchased Entity with respect to Post-Closing Tax Periods) for any taxable period: (A) make or change any Tax election of the Purchased Entities or related to the Purchased Assets, the Assumed Liabilities or the Business for a Pre-Closing Tax Period (it being understood and agreed that Buyer shall not be permitted to make or file a tax election under Section 338 or 336 of the Code with respect to any Purchased Entity), (B) amend, refile or otherwise modify (o...