Trigger Payments Clause Samples
The Trigger Payments clause defines specific conditions or events that automatically initiate a payment obligation between parties. Typically, this clause outlines what constitutes a triggering event—such as the achievement of a project milestone, delivery of goods, or completion of a service—and specifies the amount and timing of the payment to be made once the event occurs. Its core practical function is to ensure that payments are made promptly and transparently in response to predefined events, reducing ambiguity and disputes over when payments are due.
Trigger Payments. (a) Within 15 days after the end of each Measurement Period (or 15 days after the date that the last item of Backlog (as such term is defined in the U.S. Direct Operating Agreement) is Financed by GE Capital pursuant to the U.S. Direct Operating Agreement), GE Capital shall deliver to Danka a notice setting forth (i) the Actual Volume, Adjusted Target Volume, Approval Rate and, if applicable, the amount of any Carry Forward Volume Credit, in each case, for such Measurement Period and (ii) the calculations provided below setting forth either (A) the amount of any cash payment required to be made by Danka to GE Capital pursuant to this Section 8.2 with respect to such Measurement Period (a "Trigger Payment") or (B) the amount of any return of a Trigger Payment or portion thereof required to be paid by GE Capital to Danka pursuant to this Section 8.2 with respect to such Measurement Period (a "Trigger Payment Return"). All such information and calculations (and the information required to be provided to Danka pursuant to Section 8.2(d)) shall be certified by the Manager of Finance of GE Capital VFS's Center for Specialized Alliances (in his capacity as such) as being true and correct in all material respects, to the best of his knowledge, after due inquiry. Within 15 days after the end of each calendar quarter in a Measurement Period (other than a calendar quarter that is the end of such Measurement Period), GE Capital shall deliver to Danka its good faith estimate of the Volume funded by GE Capital or its Program Affiliates during such Measurement Period through the end of such calendar quarter, the Approval Rate, the aggregate amount proposed to be Financed by GE Capital or any Program Affiliate in connection with all of the Prospective Financings submitted by Danka or any of its Affiliates to GE Capital or any Program Affiliate in connection with the Qualifying Programs and the Funding Rate, in each case in respect of the period beginning on the first day of such Measurement Period and ending on the last day of such calendar quarter.
(b) If this Agreement is terminated and such termination results in an Interrupted Measurement Period, then any Trigger Payment or Trigger Payment Return due in respect of such Interrupted Measurement Period shall be calculated, as applicable, in accordance with subsection (c) or (d) hereof without giving effect to the fact that such Measurement Period is an Interrupted Measurement Period; provided that the Target Volume for s...