Non-Payment. The ​ or any Subsidiary Guarantor fails to pay # when and as required to be paid herein, any amount of principal of any Loan, or # within five Business Days after the same becomes due, any interest on any Loan or any fee payable pursuant to the terms of a Loan Document; or

Contingent upon his execution of this Agreement and strict compliance with the Restrictive Covenants, ​ will pay Executive $140,196.00 each month (the “Monthly Non-Compete Payments”, and together with the Monthly Severance Plan Payments, collectively, the “Monthly Separation Payments”) for 24 months following the Effective Date. Subject to the provisions of Paragraph 2(c) of this Agreement, the payments of the Monthly Non-Compete Payments shall be made each month following the Effective Date. All Monthly Non-Compete Payments shall be subject to regular and customary withholding.

Non-payment Disputes. If Expedia and Decolar are unable to resolve any dispute (other than disputes relating to # Expedia Partners, which are addressed in Sections D.2 and D.3 or # payment obligations, which are addressed in [Section E.7.b].ii below) arising under this Agreement within five # Business Days after delivery of a notification of dispute, the Party believing itself to be aggrieved shall request progressive management involvement in the dispute resolution process by written notice to the other Party. The Parties shall use commercially reasonable efforts to arrange personal meetings and/ or telephone conferences as needed. The negotiators shall have the Negotiation Period, including every level of the Escalation Process, in which to attempt to resolve the dispute. If such matter remains unresolved, either Party may exercise any rights available to it with respect to the disputed item under this Agreement or otherwise, including to settle the dispute in accordance with the terms set forth in [Section E.7.l].

Recapture for Non-Payment. Either party may cause the Reinsured Policies to be recaptured in full and this Agreement to be terminated as to all Reinsured Policies if the other party fails to pay any amounts due under this Agreement, other than amounts that are subject of a good faith dispute or an error or omission of the type specified in Section 12.01, within thirty (30) calendar days following written notice of non-payment from the non-defaulting party. If the foregoing written notice of termination and recapture has been given by a party and such overdue amount plus applicable interest thereon is not paid to such party within thirty (30) calendar days following written notice of non-payment from the non-defaulting party, such failure to pay, mutatis mutandis, be deemed to constitute a Recapture Event under this Agreement and the Reinsurer and the Company shall pay to the other party any amounts due to such other party in accordance with [Section 11.03] (including, if applicable, any Recapture Fee payable by the Reinsurer to the Ceding Company). Subject to the requirements of [Section 11.03], including the payment and receipt of the amounts due thereunder, all reinsurance coverage under this Agreement shall terminate from and after 12:01 a.m. Mountain Time on the date on which such unpaid amount was originally due (such time, the “Recapture Effective Time” for purposes set forth in [Section 11.03]).

Payment. Payment of the Purchase Price shall be made, at the option of the Company or its assignee(s), in cash (by check), by cancellation of all or a portion of any outstanding indebtedness of the Holder to the Company (or, in the case of repurchase by an assignee, to the assignee), or by any combination thereof within 30 days after receipt of the Notice or in the manner and at the times set forth in the Notice.

Payment. Purchaser shall make payment of the Purchase Price to Seller pursuant to wire instructions provided by Seller (included herein as [Exhibit C]) on or before February 8, 2021 (the “Closing Date”).

Payment. All payments under this Agreement shall be made in shares of Verizon common stock. Subject to paragraph 7(a), as soon as practicable after the vesting date of the applicable installment of the RSUs specified in paragraph 5(a) (but in no event later than two and one-half months after the applicable vesting date), the number of RSUs that vested on the applicable vesting date (minus any withholding for taxes) shall be paid to the Participant. The number of shares that shall be paid (plus withholding for taxes) shall equal the number of RSUs that vested on the applicable vesting date. If the Participant dies before any payment due hereunder is made, such payment shall be made to the Participant’s beneficiary, as designated under paragraph 11. Once a payment has been made with respect to a RSU, the RSU shall be cancelled; however, all other terms of the Agreement, including but not limited to the Participant’s obligations and restrictions set forth in [Exhibits A] and B to this Agreement, shall remain in effect.

Payment. The exercise price of an Option shall be paid in full at the time of exercise # in cash, # through the surrender of previously-acquired shares of Common Stock having a Fair Market Value equal to the exercise price of the Option provided that such previously-acquired shares have been held by the Participant for at least six months, unless the Committee in its discretion permits the use of shares held less than six months, # through the withholding by the Company (at the election of the Participant) of shares of Common Stock having a Fair Market Value equal to the exercise price, provided that the Participant attests in a manner acceptable to the Committee that he or she holds previously-acquired shares equal in number to the number of shares withheld by the Company and has held such previously-acquired shares for at least six months, or # if the Common Stock is traded on an established securities market, the Committee may approve payment of the exercise price by a broker-dealer or by the Participant with cash advanced by the broker-dealer if the exercise notice is accompanied by the Participant’s written irrevocable instructions to deliver the Common Stock acquired upon exercise of the Option to the broker-dealer, or # by a combination of (i), (ii), (iii), and (iv))], in the discretion of the Committee.

PAYMENT. All outstanding principal and accrued but unpaid interest and fees shall be due and payable six-months from the Effective Date (“Maturity Date”). Payment shall be made at [[Organization A:Organization]]’s address at 7951 SW 6th Street, Suite 216, [[Address A:Address]], or as otherwise directed by [[Organization A:Organization]]. Notwithstanding the above, this Note is convertible to Common Stock at $6.00 per share or the Alternative Conversion Price if in default as set forth in Section 5(b). In the event that [[Organization B:Organization]] consummates any kinds of financing of at least $5.0 million while the Note is outstanding (a “Qualified Financing”), [[Organization B:Organization]] agrees to apply all proceeds from its Qualified Financing to repayment of this Note until it has been paid in full.

Payment. Unless converted into the Company's equity securities pursuant to the terms hereof, payment shall be made in lawful tender of the United States.