Additional Consideration For Payments Sample Clauses

Additional Consideration For Payments. It is the expectation of the parties that, in the event there is a Change in Control with respect to the Company, it would be unlikely for the Successor Entity to desire to continue Executive’s employment as its President and Chief Executive Officer, but that the Successor Entity may desire the services of Executive for a limited period following the Change in Control. In consideration of the Agreement of the Company to make the Change in Control Payment and otherwise provide post-termination benefits to Executive, Executive hereby expressly agrees that in the event a Change in Control occurs while he is employed by the Company which obligates the Company to make the Change in Control Payment, for a period of up to 180 days, Executive shall make himself available to provide, and shall provide, such services related to the Company’s Business and its transition to a Successor Entity as the Successor Entity may reasonably request, including services on a full-time basis. Executive shall provide such services as an independent contractor and not as an employee. Executive’s obligation to provide such services is subject to the Successor Entity agreeing to (i) compensate Executive for such services at a rate which is comparable to Base Salary currently paid to Executive by Company (reduced proportionately to the extent the requested services are other than on a full time basis), (ii) provide Executive with such technical and administrative assistance and office space as necessary to allow Executive to perform such services and (iii) reimburse Executive for his reasonable and necessary travel and other business related expenses incurred in performing such services in accordance with the general reimbursement policy adopted by the Successor Entity and in effect from time to time. The foregoing notwithstanding, the Executive shall not be obligated to provide the services described above unless the Successor Entity notifies Executive of its need for such services in writing prior to the Change in Control.
Sample 1
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Related to Additional Consideration For Payments

  • Additional Consideration Retrocessionaire agrees to pay under the Inuring Retrocessions all future premiums Retrocedant is obligated to pay pursuant to the terms of the Inuring Retrocessions to the extent that such premiums are allocable to Retrocessionaire in the manner set forth in Exhibit E hereto, and not otherwise paid by Retrocessionaire and to indemnify Retrocedant for all such premiums paid directly by Retrocedant, net of any ceding commissions and similar amounts paid by Third Party Retrocessionaires to Retrocedant.

  • Additional Considerations For each mediation or arbitration:

  • No Additional Consideration For the avoidance of doubt, the transfer of any Assets under this Section 2.8 shall be effected without any additional consideration by either party.

  • Initial Consideration On the Effective Date, Retrocessionaire shall reimburse Retrocedant for one hundred percent (100%) of any and all unearned premiums paid by Retrocedant under such Inuring Retrocessions net of any applicable unearned ceding commissions paid to Retrocedant thereunder.

  • Amendments; Waivers; No Additional Consideration No provision of this Agreement may be waived or amended except in a written instrument signed by the Company, Parent and the Shareholders. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of any Party to exercise any right hereunder in any manner impair the exercise of any such right.

  • Total Consideration The aggregate consideration (the "Consideration") payable by the Surviving Partnership in connection with the merger of the Merged Partnership with and into the Surviving Partnership shall be $8,275,000, subject to adjustments at Closing pursuant to Section 3.9 and costs paid pursuant to Section 3.10(c) and Section 3.11, plus the amount of any tax or other reserves held by the Existing Lender (hereinafter defined).

  • Payment of Consideration The Consideration shall be paid to the Contributor in the following manner:

  • Additional Contributions The Member is not required to make any additional capital contribution to the Company. However, the Member may at any time make additional capital contributions to the Company in cash or other property.

  • Additional Payment (a) If, notwithstanding the provisions of Section 8(a)(ii), but subject to subsection (b), it is ultimately determined by a court or pursuant to a final determination by the Internal Revenue Service that any portion of Total Payments is subject to the tax (the "Excise Tax") imposed by Section 4999 of the Code (or any successor provision), then the Company shall pay to the Executive an additional amount (the "Gross-Up Payment") such that the net amount retained by the Executive after deduction of any Excise Tax and any interest charges or penalties in respect of the imposition of such Excise Tax (but not any federal, state or local income tax) on the Total Payments, and any federal, state and local income tax and Excise Tax upon the payment provided for by this Section 23 shall be equal to the Total Payments. For purposes of determining the amount of the Gross-Up Payment, the Executive shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation in the calendar year in which the Gross-Up Payment is to be made and state and local income taxes at the highest marginal rates of taxation in the state and locality of the Executive's domicile for income tax purposes on the date the Gross-Up Payment is made, net of the maximum reduction in federal income taxes that could be obtained from deduction of such state and local taxes.

  • Closing Fees On the Effective Date, the Borrower agrees to pay to the Administrative Agent and each Lender all loan fees as have been agreed to in writing by the Parent and the Joint Lead Arrangers.

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