Advisor Payments definition

Advisor Payments. Has the meaning set forth in Section 3.05 below.
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Advisor Payments mean any and all payments which are made in lieu of equity grants to those advisors to the Company identified in Section 3.10(a) of the Disclosure Schedule, which payments are described in Section 1.1 of the Disclosure Schedule.
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Advisor Payments has the meaning set forth in Section 2.2(i).
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Examples of Advisor Payments in a sentence

  • However, at any time, either party shall have the right, upon reasonable written notice, to engage a separate audit, on a confidential basis, of its own and the other party’s records, books and accounts in respect of Advisor Payments to ascertain whether the Advisor Payments were properly determined and paid.

  • The Requesting Party shall bear the costs of the audit unless the audit conclusively reveals an underpayment or overpayment of Advisor Payments adverse to the Requesting Party in an amount greater than 10% of the total amount of Advisor Payments owed for the period being inspected, in which case the other party shall bear the costs of the audit.

  • If the audit conclusively reveals an overpayment or underpayment of Advisor Payments, the Company or the Advisor shall promptly pay to the other party the amount of the overpayment or underpayment, as the case may be, without interest.

  • Advisor Payments from the Advisor under this Section 1 shall be accrued monthly and paid monthly, unless the Fund’s policy with respect to payments to Unitholders is modified by the Board, in which case, such reimbursement payments shall be made on such basis as the Board shall approve.

  • The Company shall bear the costs of the audit unless the audit conclusively reveals an overpayment of Advisor Payments in an amount greater than 10% of the total amount of Advisor Payments owed for the period being inspected, in which case the Advisor shall bear the costs of the audit.

  • In addition to the review of the Advisor Payments conducted as part of the Company’s annual audited financial statements, the Company shall have the right, on an annual basis and upon reasonable written notice, to engage a separate audit, on a confidential basis, of its own and the Advisor’s records, books and accounts in respect of Advisor Payments to ascertain whether the Advisor Payments were properly determined and paid for the prior fiscal year.

  • Such recoupment may be paid prior to the Fund’s payment of its current expenses if so requested by the Advisor even if doing so may affect the amount of future Advisor Payments.

  • In response to such prescriptive guidance, urban schools have implemented a number of different strategies.

  • If the audit conclusively reveals an overpayment or underpayment of Advisor Payments, the Company or the Advisor shall promptly pay to the other party the 70361623v6 amount of the overpayment or underpayment, as the case may be, without interest.

  • The first $2.75 million of Contingent Advisor Payments payable to the Advisor (the “Contingent Advisor Payment Holdback”) will be retained by the Company until the later of (a) the termination of all public offerings of the Company’s common stock, including the Initial Public Offering and any Follow-On Offerings, and (b) June 10, 2017, at which time such amount shall be paid to the Advisor.

Related to Advisor Payments

  • Reimbursement Amounts As defined in Section 3.22.

  • Contingent Payments has the meaning set forth in Section 2.02(a).

  • Distributions means amounts payable in respect of the Trust Securities as provided in Section 4.1.

  • Payments has the meaning set forth in Section 8.11.

  • Transaction Fees means fees paid or payable by the Service Recipients, which are on market terms, with respect to financial advisory services ordinarily carried out by investment banks in the context of mergers and acquisitions transactions.

  • Restricted Payments as defined in Section 7.6.

  • Permitted Payments has the meaning specified in Section 7.06(b).

  • Reimbursement Amount As defined in Section 2.04.

  • Tax Distributions has the meaning set forth in Section 4.01(b)(i).

  • Event Payments has the meaning set forth in Section 6.1(d).

  • Termination Payments means any payment or distribution of Compensation or benefits made pursuant to Section 4.1(a)-(c) of this Agreement.

  • Permitted Tax Distributions means, with respect to a Credit Party so long as it is taxable as a partnership or disregarded entity for United States federal income tax purposes, tax distributions to the owners of Equity Interests in such Credit Party (its “shareholders”) in an aggregate amount that does not exceed, with respect to any period, an amount equal to (a) the product of (i) the Applicable Tax Percentage, multiplied by (ii) such Credit Party’s federal taxable income, minus (b) to the extent not previously taken into account, any income tax benefit attributable to such Credit Party which could be utilized by its shareholders, in the current or any prior year, or portion thereof, from and after the Closing Date (including any tax losses or tax credits), computed at the Applicable Tax Percentage of the year that such benefit is taken into account for purposes of this computation; provided, however, that the computation of distributions under this definition shall also take into account (x) the deductibility of state and local taxes for federal income tax purposes and (y) any difference in the Applicable Tax Percentage resulting from the nature of the taxable income (such as capital gain as opposed to ordinary income, if applicable; provided, further, that, in the event (x) the actual distribution to a shareholder made pursuant to this definition exceeds the actual income tax liability of any such shareholder due to such Credit Party’s status as a partnership or “disregarded entity” for U.S. federal or other applicable income tax purposes, or (y) if such Credit Party is a subchapter C corporation, such Credit Party would be entitled to a refund of income taxes previously paid as a result of a tax loss during a year in which such Credit Party is a partnership or “disregarded entity” for U.S. federal or other applicable income tax purposes, then, such shareholder shall repay such Credit Party the amount of such excess or refund, as the case may be, no later than the date the annual tax return must be filed by such Credit Party (without giving effect to any filing extensions) and, in the event such amounts are not repaid in a timely manner by any, then such Credit Party shall not pay or make any distribution with respect to, or purchase, redeem or retire, any Equity Interest of such Credit Party held or Controlled by, directly or indirectly, such shareholder until such payment has been made.

  • Unrelated Amounts means (a) amounts deposited by the Servicer into the Collection Account but later determined by the Servicer to be mistaken or returned deposits or postings, (b) amounts deposited by the Servicer into the Collection Account as Collections but which were later determined by the Servicer to not constitute Collections with respect to the Receivables and (c) amounts received by the Servicer with respect to a Receivable that the Servicer is prohibited from depositing into the Collection Account or otherwise remitting to the Issuer by law or court order, the direction of a regulatory authority or regulatory guidance.

  • Advisory Fees means financial advisory fees, closing fees, transaction fees, monitoring fees, oversight fees and similar fees, expenses and indemnities payable by the Loan Parties pursuant to the Advisory Agreement, but in the case of any such fees not to exceed the amounts payable in respect thereof under the Advisory Agreement as in effect on the Closing Date.

  • Additional Capital Contributions shall have the meaning set forth in Section 5.3.

  • 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.

  • Workout-Delayed Reimbursement Amounts With respect to any Mortgage Loan or Serviced Loan Combination, the amount of any Advance made with respect to such Mortgage Loan or Serviced Loan Combination on or before the date such Mortgage Loan or Serviced Loan Combination becomes (or, but for the making of three monthly payments under its modified terms, would then constitute) a Corrected Loan, together with (to the extent accrued and unpaid) interest on such Advances, to the extent that (i) such Advance is not reimbursed to the Person who made such Advance on or before the date, if any, on which such Mortgage Loan or Serviced Loan Combination becomes a Corrected Loan and (ii) the amount of such Advance becomes a future obligation of the Mortgagor to pay under the terms of modified Loan Documents. That any amount constitutes all or a portion of any Workout-Delayed Reimbursement Amount shall not in any manner limit the right of any Person hereunder to determine in the future that such amount instead constitutes a Nonrecoverable Advance.

  • Due for Payment means with respect to an Insured Amount, the Distribution Date on which Insured Amounts are due and payable pursuant to the terms of the Agreement.

  • Realized Losses means, with respect to any Receivable that becomes a Liquidated Receivable, the excess of the Principal Balance of such Liquidated Receivable over Net Liquidation Proceeds to the extent allocable to principal.

  • Delta Payment means as it is described in this Agreement.

  • Insured Payments means, with respect to any Distribution Date, the aggregate amount actually paid by the Certificate Insurer to the Trustee in respect of (i) Insured Amounts for a Distribution Date and (ii) Preference Amounts for any given Business Day.

  • Management Fees means, with respect to each Project for any period, an amount equal to the greater of (i) actual management fees payable with respect thereto and (ii) three percent (3%) per annum on the aggregate base rent and percentage rent due and payable under leases at such Project.

  • Reimbursement Payment shall have the meaning given to that term in Subparagraph 2.02(c).

  • Tax Fees means the aggregate fees billed in each of the last two fiscal years for professional services rendered by the Company’s external auditor for tax compliance, tax advice and tax planning.

  • FILOT Payments means the amount paid or to be paid in lieu of ad valorem property taxes as provided herein.

  • Transfer expenses means all expenses of a transfer that the transfer agreement requires the payee to pay or have deducted from the gross advance amount, including, but not limited to, court filing fees, attorney fees, escrow fees, lien recordation fees, judgment and lien search fees, finders' fees, commissions, and other payments to a broker or other intermediary. Transfer expenses do not include preexisting obligations of the payee that are payable for the payee's account from the proceeds of a transfer.