Payments Agreement definition

Payments Agreement means that certain Payments Administration Agreement to be entered into at or prior to Closing by and among Parent, the Stockholder Representative and the Payments Administrator.
Payments Agreement means that certain payments administration agreement, dated as of the date hereof, by and among Parent, the Representative, and the Payments Administrator, providing for the payment of certain funds in accordance with the terms thereof.

Examples of Payments Agreement in a sentence

  • This section shall be filled by Members in case a notification made pursuant to another notification requirement (e.g. set in the Agreement on Agriculture, Agreement on Balance of Payments, Agreement on Safeguards, and the Agreement on Import Licensing Procedures, etc.) contains information on a quantitative restriction in force and which is not listed in Section 1.

  • The Cash Allocation, Management and Payments Agreement is governed by and shall be construed in accordance with Italian law.

  • This may include, but is not limited to, the Preservation programs under the Title II Emergency Low Income Housing Preservation Act (ELIHPA) and the Low-Income Housing Preservation and Resident Homeownership Act (LIHPRHA), Section 236(e)(2) Decoupling Use Agreement, Section 250 Prepayment Use Agreement, a Section 219 Prepayment Use Agreement, or an Interest Reduction Payments Agreement associated with a state non-insured 236 mortgage where the mortgage was not decoupled.

  • The Cash Allocation, Management and Payments Agreement and any non-contractual obligations arising out of or in connection with it are governed by and shall be construed in accordance with Italian law.

  • Elan shall reimburse Acorda in respect of the milestone payments payable from Acorda to Rush pursuant to Section 5.2 of the Rush/Acorda License and Acorda shall pay Elan an additional royalty, each in accordance with and subject to the terms and conditions of the Rush Payments Agreement.


More Definitions of Payments Agreement

Payments Agreement means that certain Acquiom Payments Administration Agreement to be entered into at or prior to Completion by and among the Payments Administrator, Qorvo and the Securityholder Agent in substantially the form attached hereto as Schedule 20;“Payment Statement”means a statement setting out the total consideration payable under clause 7 and the Balancing Amount payable by Qorvo or the Selling Shareholders under clause 7.3, as agreed and determined in accordance with Schedule 11 (Effective Time Statements);“Permitted Transferee”has the meaning given in clause 19 as the context may require;“Preferred Shares”has the meaning given in the Articles of Association;“Preproduction Release of the Specified Product”has the meaning given in Schedule 16;“Pro Rata Share”means, with respect to any Warrantor, such Warrantor’s ownership interest in the Company as of immediately prior to the Completion, determined by dividing (a) the number of Shares owned by such Warrantor as of immediately prior to the Completion, plus the number of Shares issuable upon exercise of all Contingent Securities held by such Warrantor as of immediately prior to the Completion by (b) the sum of (i) the aggregate number of Shares issued immediately prior to the Completion on an as-converted to Ordinary Shares basis and (ii) the aggregate number of Shares issuable upon the exercise in full of all Contingent Securities issued immediately prior to the Completion;“Proceedings”has the meaning given in clause 44.1;“Products”means any products sold or distributed by the Company or any of its Subsidiaries;“Qualifying Offer”has the meaning given in the Articles of Association;“Qorvo Competitor”means, at any given time, any company or other person that is listed or described as a competitor of Qorvo or Parent in any annual report or quarterly report filed by Parent with the United States Securities and Exchange Commission within the 24 months immediately preceding such time, and any successor or acquiror of any such company or person; provided, however, that any company or other person that holds Shares or Contingent Securities as of the date of this Deed, shall not be considered a “Qorvo Competitor” for purposes of this Deed with respect only to sales or issuances of Shares or Contingent Securities based on preemptive or pro rata participation rights existing between such Person and the Company as of the date hereof and disclosed to Qorvo in the Disclosure Letter;“Qorvo Officer”means any person who holds off...
Payments Agreement means that certain payments agreement by and among Parent, the SellersRepresentative and the Payments Administrator, substantially in the form of Exhibit D attached hereto.
Payments Agreement means that certain payments administration agreement, dated as of the date hereof, by and among Parent, the Representative, and the Payments Administrator, providing for the payment of certain funds in accordance with the terms thereof, substantially in the form of Exhibit F hereto. “Payoff Letters” has the meaning set forth in Section 9.1(e) below. “PCI Requirements” has the meaning set forth in Section 4.12(a) below. “Per Share Merger Consideration” means a dollar amount equal to (i) the sum of (A) the Closing Merger Consideration, plus (B) the Additional Merger Consideration (if any), plus (C) the Aggregate Exercise Price, divided by (ii) the Fully Diluted Common Number. “Permitted Liens” means each of the following: (i) Liens incurred or deposits made in the ordinary course of business in connection with workerscompensation, unemployment insurance and other types of social security or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, government Contracts, performance and return of money bonds and similar obligations; (ii) mechanics’, carriers’, workers’, repairers’, materialmen’s, warehousemen’s and other similar Liens which have arisen in the ordinary course of business consistent with past practice or amounts that are not delinquent and which are not, individually or in the aggregate material to the business of the Group Companies, taken as a whole; (iii) zoning ordinances imposed upon the Leased Real Property which are not materially violated by the current use and operation of the Leased Real Property; (iv) Liens for Taxes not yet due and payable or that are being contested in good faith and for which adequate reserves have been established in accordance with GAAP; (v) easements, rights of way, and other similar encumbrances affecting the Owned Real Property and the Leased Real Property which will not materially adversely impair the occupancy or use of the Owned Real Property or the Leased Real Property for the purposes for which it is currently used or proposed to be used in connection with the business of the Group Companies, taken as a whole; (vi) licenses of material Intellectual Property; (vii) any restriction on transfer arising under applicable securities law or under the Governing Documents of the Group Companies, as applicable; and (viii) other than with respect to the Owned Real Property, Liens arising under conditional sales contracts and equipment leases with third parties entered into...
Payments Agreement means the payments agreement to be entered into at or prior to the Closing by and among the Purchaser, the Equityholder Representative and the Payments Administrator, in a form reasonably acceptable to the parties thereto, pursuant to which the Payments Administrator will perform the duties of the Payments Administrator contemplated hereunder.
Payments Agreement means the Payments Administration Agreement to be entered into by Parent, Stockholder Representative and the Exchange Agent at the Closing, substantially in the form of Exhibit B.