Conditional Payments. Subject to Section 7, any payments or benefits made pursuant to this Section 6 will be subject to and conditioned upon the Executive’s compliance with the provisions, restrictions and limitations of Section 5 of this Agreement, but not otherwise subject to offset or mitigation. In addition, unless on or prior to the sixtieth (60th) day following the date of termination: (i) the Executive or the Executive’s estate (as applicable) shall have signed, and the Company shall have received, a Release and Agreement releasing the Company, Related Companies, and their respective directors, officers, employees and agents (“Released Parties”) from any and all claims and liabilities, and promising to the fullest extent allowed by law, never to xxx any of the Released Parties (such Release and Agreement shall be in the form set forth in Appendix III); and (ii) such Release and Agreement shall have become irrevocable, then: (A) no payment shall be paid or made available to the Executive under Section 6(a)(i) or 6(b)(i), (B) no unvested Equity Incentive shall become vested pursuant to Section 6(b)(iii) and instead, all then unvested Equity Incentives shall be immediately forfeited, (C) the Company shall be relieved of all obligations to make any further payments, or provide or make available any Benefits, to the Executive pursuant to Section 6(a)(iv) or 6(b)(iv) and (D) the Executive shall be required to repay the Company, in cash, within five (5) business days after written demand is made therefor by the Company, an amount equal to the value of any Benefits received by the Executive pursuant to Section 6(a)(iv) or 6(b)(iv).
Conditional Payments. Reimbursements are conditioned on the Scope of Work being performed in compliance with the Contract. Performing Party shall return payment to TCEQ for either overpayment or activities undertaken that are not compliant with the Scope of Work. This does not limit or waive any other TCEQ remedy.
Conditional Payments. Any payments or benefits made pursuant to this Section 6 will be subject to (i) the provisions, restrictions, and limitations of Section 5 of this Agreement, but not otherwise subject to offset or mitigation, (ii) the Executive’s signing (following his termination of employment), and the Company’s receipt of, a Release and Agreement releasing the Company, Related Companies, and their respective directors, officers, employees and agents (“Indemnitees”) from any and all claims and liabilities, and promising never to xxx any of the Indemnitees (such Release and Agreement shall be in such form as is then currently in use for departing Company senior executives), and (iii) the Company’s receipt of the Executive’s resignation from all offices, directorships, and fiduciary positions with the Company, its Related Companies, and their respective employee benefit plans.
Conditional Payments. Any payments or benefits made pursuant to this Section 6 will be subject to and conditioned upon (i) Executive’s compliance with the provisions, restrictions, and limitations of Section 5 of this Agreement, but not otherwise subject to offset or mitigation, (ii) the Executive’s signing and not revoking (following his date of termination), and the Company’s receipt of, a Release and Agreement releasing the Company, Related Companies, and their respective directors, officers, employees and agents (“Released Parties”) from any and all claims and liabilities, and promising, to the fullest extent allowed by law, never to xxx any of the Released Parties (such Release and Agreement shall be in the form set forth in Appendix III), and (iii) the Company’s receipt of the Executive’s resignation from all offices, directorships, and fiduciary positions with the Company, its Related Companies, and their respective employee benefit plans.
Conditional Payments. Subject to the terms and conditions of this Agreement and Section 5.4 below, MERCK shall pay to Protiva Biotherapeutics Inc. the following conditional payments:
Conditional Payments. Refuse or condition any future disbursements upon conditions specified in writing by NDDOT.
Conditional Payments. Upon Seller accomplishing milestones in accordance with Section 2(c), Buyer will have five (5) Business Days to pay to the Seller for the corresponding additional MWs. For avoidance of doubt, Bxxxx needs not to wait for the complete additional 55 MWs to pay to the
Conditional Payments. If, after the date on which the Company signs this Agreement, the Board discovers information or conduct by you that would constitute grounds for a termination for “Cause” (as that term is defined in your Employment Agreement) and that was not known to the Board prior to the date on which the Company signs this Agreement, the Board may determine that all payments and benefits under the “Consideration” section of this Agreement shall cease, and you shall be required to repay to the Company any payments or benefits previously paid under such section. If any stock options that vest as described in this Agreement have been exercised, you shall be required to pay to the Company an amount equal to the fair market value of the stock subject to such option on the date of exercise, less the exercise price paid pursuant to such exercise.
Conditional Payments. (a) As additional consideration for the Assets, Buyer will make the following quarterly payments to Seller with respect to the three year period commencing on July 1, 2002 and ending on June 30, 2005 (the "Earn Out Period"), based on Buyer's net collections during the Earn Out Period of payments for new orders for magazines only from new customers generated post-Closing by the two Montana call centers acquired from Seller (the "Seller Earn Out"). Such net collections will not include any collections of payments for orders of magazines (whether new or renewals) from purchasers who were already Seller's customers on the Closing Date ("Existing Customers"). The Seller Earn Out will be based on the following schedule: Quarterly Collections ($M) Quarterly Earn Out Under 3.0 $225,000 3.0 to 3.99 275,000 4.0 to 4.99 525,000 5.0 to 5.99 625,000 Over 6.0 775,000 A payment of two hundred seventy-five thousand dollars ($275,000) will be guaranteed for each of the first two quarters. To the extent such guaranteed payments exceed the amount which would have been paid under the schedule above based on Buyer's actual collections during the first two quarters, Buyer will receive a credit against its remaining payments under the Seller Earn Out in order of maturity.
Conditional Payments. The severance payments set forth in Section 5 (to the extent Employee is otherwise entitled to such payments) shall be conditioned upon Employee complying with all covenants set forth in this Section 6, the Agreement and the Confidential Information and Invention Assignment Agreement.
