Executive Loan Sample Clauses

Executive Loan. (i) On the Commencement Date, Thane shall lend to the Executive a principal amount of $714,250 (the "EXECUTIVE LOAN"), which will be evidenced by the secured promissory note in substantially the form of EXHIBIT A attached hereto and subject to the Pledge Agreement substantially in the form of EXHIBIT B attached hereto. If the Corporation's cumulative EBITDA for the 2003, 2004 and 2005 fiscal years (the "THREE-YEAR FISCAL PERIOD") equals or exceeds $15.0 million, the Executive shall be entitled to (A) full forgiveness of all principal and interest outstanding on the Executive Loan (the "EXECUTIVE LOAN FORGIVENESS") and (B) a cash bonus equal to $285,750 (the "EBITDA BONUS"). All amounts of Executive Loan Forgiveness and EBITDA Bonus shall be calculated based on the Corporation's financial statements at the end of each fiscal year during the Three-Year Fiscal Period. For each fiscal quarter during the Three-Year Fiscal Period, the Executive shall be entitled to receive (to the extent not previously forgiven or paid (as applicable) in any previous fiscal quarter) a ratable portion of the Executive Loan Forgiveness and the EBITDA Bonus calculated by multiplying (1) the full amount of each of the Executive Loan and the EBITDA Bonus by (2) a fraction: (x) the numerator of which is the Corporation's cumulative EBITDA as of the end of then current fiscal quarter, and (y) the denominator of which is $15.0 million, and SUBTRACTING from the foregoing product the aggregate amount of the Executive Loan Forgiveness and the EBITDA Bonus previously distributed to the Executive. All earned portions of the Executive Loan Forgiveness and the EBITDA Bonus must be received by the Executive (A) within forty-five (45) days of the end of each fiscal quarter and (B) within sixty (60) days of the end of each fiscal year. (ii) If (A) at any time after the end of the Three-Year Fiscal Period the Executive defaults on the repayment when due of any principal and interest outstanding on the Executive Loan that has not been forgiven pursuant to Section 3(c)(i) above and (B) Thane receives any tax benefit as a result of such repayment default (a "TAX BENEFIT"), then Thane shall pay to the Executive a cash amount equal to the amount of such tax benefit (a "TAX BENEFIT PAYMENT"); PROVIDED, that in no event shall the Tax Benefit Payment exceed an amount equal to (x) the EBITDA Bonus MINUS (y) any ratable portion of the EBITDA Bonus paid to the Executive pursuant to Section 3(c)(i) above. The...
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Executive Loan. (a) Upon the vesting in full of the Time Vesting Shares and the Performance Vesting Shares on March 16, 1999, the Executive shall have the right to request, at Executive's option at any time prior to May 1, 2000, a loan from the Company in an aggregate amount equal to $302,000 (the "Executive Loan"). The Executive Loan may be made in one loan or installments from time to time in an amount(s) equal to the aggregate incremental federal income taxes paid by the Executive as a result of the vesting in full of the Vesting Shares on March 16, 1999. The Company and Executive shall mutually agree upon the incremental federal income taxes to be paid by the Executive in consultation with their respective tax advisors. The Executive Loan shall be evidenced by a promissory note in the form attached hereto as Annex A. (b) The Executive Loan shall bear interest at the rate of 6% per annum and interest will be due and payable semi-annually on each six month anniversary of the date of the Note. All principal, together with accrued but unpaid interest, on the Executive Loan will be due and payable in full on the earlier of (i) ten days after the date that Executive's employment with the Company ceases or (ii) March 16, 2003. In addition, the Executive Loan shall be prepaid in whole or in part with any after-tax proceeds received by the Executive from the sale of any shares of the Company's common stock by Executive (including upon a Sale of the Company). (c) Notwithstanding the foregoing, in the event that Executive remains employed by the Company on March 16, 2000, then 10.56% of the maximum principal amount of the Executive Loan ever outstanding (as adjusted downward for any reduction in actual incremental federal income taxes paid by the Executive pursuant to Section 13(a) above) (the "Loan Amount"), shall be forgiven and extinguished, and an additional 10.56% of the Loan Amount shall be forgiven and extinguished on each of the second, third and fourth anniversaries of March 16, 1999 to the extent that Executive remains employed by the Company on such anniversary dates. In addition, all interest on the Executive Loan shall be forgiven on March 16, 2003 to the extent that the Company has achieved aggregate net income (after income taxes) equal to or greater than $69 million for the four year period beginning January 1, 1999 and ending December 31, 2002; provided, however, that in the event that the aggregate net income (after income taxes) of the Company during such time...
Sample 1
Executive Loan. The Employer agrees, at Executive's option, to lend Executive up to five million dollars ($5,000,000), on a full recourse basis, which loan would be evidenced by a promissory note in favor of the Employer, in the form attached as Exhibit 1 to the Agreement.
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Executive Loan. As soon as practicable following the effective date hereof, the Company will provide the Executive a loan in the principal amount of $5,000,000 (the "Loan") that shall be due and payable on February 1, 2006 and that shall bear interest at the minimum rate necessary on the date the loan is extended to avoid imputation of tax under Section 7872 of the Internal Revenue Code of 1986, as amended. The Company and the Executive will enter into a full recourse, unsecured promissory note with respect to the Loan, with customary terms and conditions consistent in all respects with the provisions of this Section 6(c). Interest on the Loan accruing during the term of the Loan shall be compounded annually and shall be deferred until January 31, 2006. (i) the Company's delivery to the Executive of a notice of non-extension pursuant to Section 2, hereof, or (ii) the Executive's termination of employment from the Company under any circumstance that results in acceleration of vesting prior to the scheduled vesting date of any stock options then held by the Executive pursuant to the provisions of Section 11 hereof (the applicable event being a "Loan Forgiveness Event"). In the event of Executive's termination of employment prior to January 31, 2006 under circumstances not constituting a Loan Forgiveness Event, unpaid principal and accrued interest under the Loan shall be repayable in full upon such termination in accordance with the terms of the promissory note and any cash compensation then owed to the Executive by the Company may be offset against any amounts then owed by the Executive to the Company with respect to the Loan; provided, however, that in the event there is any dispute between the Company and the Executive as to whether the underlying circumstances of termination constitute a Loan Forgiveness Event, no offset shall be applied by the Company until such dispute has been finally resolved in accordance with the provisions of Section 26 hereof. The Executive shall be solely responsible for his personal tax liability arising as a result of the Loan and any forgiveness of principal or interest under the Loan. Notwithstanding the foregoing, in the event that the Internal Revenue Service determines at any time that principal or interest under the Loan should be taken into account as taxable income by the Executive at the time it is entered into, any resulting tax, including any resulting state and local taxes (collectively "Associated Taxes"), and any related interes...
Sample 1
Executive Loan. The parties to this Agreement hereby acknowledge that the Corporation has made a loan to Executive secured by certain shares of the common stock of the Corporation owned by Executive, which such loan has an outstanding balance as of the date of this Agreement of $575,000. The parties to this Agreement agree that such loan shall be extended until the expiration of the Term of this Agreement on the same terms and conditions as were in effect as of the date of this Agreement. The parties to this Agreement further agree that such loan shall be forgiven on the expiration of the Term of this Agreement, or on the earlier termination of this Agreement pursuant to Sections 6.4, 6.5 or 6.6.
Sample 1
Executive Loan. Pursuant to Section 6(c) of the Prior Agreement, the Company has provided the Executive a loan in the principal amount of $5,000,000 (the "Loan") and the Executive has executed a full recourse, unsecured promissory note with respect to the Loan, with customary terms and conditions.
Sample 1
Executive Loan. In addition to the Equity Loan, Employer has heretofore made available to Executive a loan of Two Million Dollars ($2,000,000) (the "Executive Loan"). The Executive Loan is secured by 310.0775 shares of Class A Common Stock of Holdings that are not already subject to the Equity Loan. The Executive Loan shall be repayable as provided in the existing promissory note representing the Executive Loan; provided, however, subject to the rights of the Employer (or GEI II) to repurchase the equity securities of Executive, the Executive Loan shall be repayable immediately in the event that Executive is terminated, Executive terminates his employment or Executive dies or becomes disabled; provided, further, however, in the event of a termination by Employer not for Cause or the death or disability of Executive, such acceleration and repayment obligation shall be reasonably held in abeyance (not to exceed 150 days) if the Executive or his legal representative requires such additional 150 days to liquidate the equity securities in order to repay such Executive Loan. The shares pledged in connection with the Executive Loan will be valued at the then current fair market value, in accordance with Schedule 2 attached hereto for purposes hereof and in the event of foreclosure. Subject to compliance with this Agreement and the Stockholder's Agreement, in the event of a Sale by the Executive of the equity securities pledged pursuant to the Equity Loan, the proceeds of such Sale shall first be applied to immediately repay the Executive Loan, regardless of the maturity date of the Executive Loan.
Sample 1
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Executive Loan. Employer has heretofore made available to Executive a loan of $96,525 (the "Executive Loan"). The Executive Loan is secured by a pledge of 44.8953 shares of Class A Common Stock of Holdings. The Executive Loan shall be repayable as provided in the existing promissory note representing the Executive Loan; provided, however, subject to the rights of the Employer (or GEI II) to repurchase the equity securities of Executive, the Executive Loan shall be repayable immediately in the event that Executive is terminated, Executive terminates his employment or Executive dies or becomes disabled; provided, further, however, in the event of a termination by Employer not for Cause or the death or disability of Executive, such acceleration and repayment obligation shall be reasonably held in abeyance (not to exceed 150 days) if the Executive or his legal representative requires such additional 150 days to liquidate the equity securities in order to repay such Executive Loan. The shares pledged in connection with the Executive Loan will be valued at the then current fair market value, in accordance with Schedule 1 attached hereto for purposes hereof and in the event of foreclosure. Subject to compliance with this Agreement and the Stockholder's Agreement, in the event of a sale by the Executive of the equity securities pledged pursuant to the Equity Loan, the proceeds of such sale shall first be applied to immediately repay the Executive Loan, regardless of the maturity date of the Executive Loan.
Sample 1
Executive Loan. In addition to the Equity Loan, Employer shall make available to Executive an interest free loan for up to Two Million Dollars ($2,000,000) (the "Executive Loan"). The Executive Loan will be secured by 310.0775 shares of Class A Common Stock of Holdings that are not already subject to the Equity Loan. The Executive Loan shall be repayable on the date that is one (1) year from the end of the Term; provided, however, -------- ------- subject to the rights of the Employer (or GEI II) to repurchase the equity securities of Executive, the Executive Loan shall be repayable immediately in the event that Executive is terminated, Executive terminates his employment or Executive dies or becomes disabled; provided, further, -------- ------- however, in the event of a termination by Employer not for Cause or the ------- death or disability of Executive, such acceleration and repayment obligation shall be reasonably held in abeyance (not to exceed 150 days) if the Executive or his legal representative requires such additional 150 days to liquidate the equity securities in order to repay such Executive Loan. The shares pledged in connection with the Executive Loan will be valued at the then current fair market value, in accordance with Schedule 2 attached ---------- hereto for purposes hereof and in the event of foreclosure. Subject to compliance with this Agreement and the Stockholder's Agreement, in the event of a Sale by the Executive of the equity securities pledged pursuant to the Equity Loan, the proceeds of such Sale shall first be applied to immediately repay the Executive Loan, regardless of the maturity date of the Executive Loan.
Sample 1

Related to Executive Loan

  • Employee Loans Borrower has no outstanding loans to any employee, officer or director of the Borrower nor has Borrower guaranteed the payment of any loan made to an employee, officer or director of the Borrower by a third party.

  • Initial Loan The obligation of the Lender to make its initial Loan hereunder is subject to the satisfaction, immediately prior to or concurrently with the making of such Loan, of the condition precedent that the Lender shall have received all of the following items, each of which shall be satisfactory to the Lender and its counsel in form and substance:

  • Mortgage Loan The appraisal was conducted by an appraiser who had no interest, direct or indirect, in the Mortgaged Property or in any loan made on the security thereof; and whose compensation is not affected by the approval or disapproval of the Mortgage Loan, and the appraisal and the appraiser both satisfy the applicable requirements of Title XI of the Financial Institution Reform, Recovery, and Enforcement Act of 1989 and the regulations promulgated thereunder, all as in effect on the date the Mortgage Loan was originated;

  • Term Loan (a) Subject to the terms and conditions of this Agreement, each Term Loan Lender severally agrees to make an advance of its Pro Rata Term Share of the Term Loan to the Borrower on the Closing Date, and from the Closing Date to the Term Loan Maturity Date, convert and continue Segments from time to time in accordance with the terms hereof. The principal amount of each Segment of the Term Loan outstanding hereunder from time to time shall bear interest and the Term Loan shall be repayable as herein provided. No amount of the Term Loan repaid or prepaid by the Borrower may be reborrowed hereunder, and no subsequent advance under the Term Loan Facility shall be allowed after the initial such advance of the Term Loan on the Closing Date. Segments of the Term Loan may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided herein. (b) Not later than 1:00 P.M. New York time, on the Closing Date, each Term Loan Lender shall, pursuant to the terms and subject to the conditions of this Agreement, make the amount of its Pro Rata Term Share of the Term Loan available by wire transfer to the Administrative Agent. Such wire transfer shall be directed to the Administrative Agent at the Administrative Agent’s Office and shall be in the form of same day funds in Dollars. The amount so received by the Administrative Agent shall, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available to the Borrower by delivery of the proceeds thereof as shall be directed by the Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing of the Term Loan may be a Eurodollar Rate Segment, a Base Rate Segment, or both; provided that if the Borrower desires that any portion of the initial Borrowing of the Term Loan is advanced as a Eurodollar Rate Segment, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, not later than three Business Days prior to the date that is then anticipated to be the Closing Date, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that the provisions of Section 4.05 hereof shall apply to any failure by the Borrower to borrow on the date set forth in such Term Loan Interest Rate Selection notice any or all of the amounts specified in such Term Loan Interest Rate Selection Notice.

  • Repayment of Participation Advances 2.9.4.1 Upon (and only upon) receipt by the Administrative Agent for the account of the Issuing Lender of immediately available funds from the Borrower (i) in reimbursement of any payment made by the Issuing Lender under the Letter of Credit with respect to which any Lender has made a Participation Advance to the Administrative Agent, or (ii) in payment of interest on such a payment made by the Issuing Lender under such a Letter of Credit, the Administrative Agent on behalf of the Issuing Lender will pay to each Lender, in the same funds as those received by the Administrative Agent, the amount of such Lender’s Ratable Share of such funds, except the Administrative Agent shall retain for the account of the Issuing Lender the amount of the Ratable Share of such funds of any Lender that did not make a Participation Advance in respect of such payment by the Issuing Lender. 2.9.4.2 If the Administrative Agent is required at any time to return to any Loan Party, or to a trustee, receiver, liquidator, custodian, or any official in any Insolvency Proceeding, any portion of any payment made by any Loan Party to the Administrative Agent for the account of the Issuing Lender pursuant to this Section in reimbursement of a payment made under the Letter of Credit or interest or fee thereon, each Lender shall, on demand of the Administrative Agent, forthwith return to the Administrative Agent for the account of the Issuing Lender the amount of its Ratable Share of any amounts so returned by the Administrative Agent plus interest thereon from the date such demand is made to the date such amounts are returned by such Lender to the Administrative Agent, at a rate per annum equal to the Federal Funds Effective Rate in effect from time to time.

  • Whole Loan Each Mortgage Loan is a whole loan and not a participation interest in a mortgage loan.

  • Construction Loan Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties set forth in this Agreement, the Lender has agreed to lend to Borrower and Borrower has agreed to borrow from Lender the lesser of: (i) $27,000,000.00; or (ii) 55% of the Project Costs. Such amount shall be loaned by Lender pursuant to the terms and conditions set forth in this Agreement and the First Supplement to this Agreement.

  • The Mortgage Pool The Series ____-__ Certificates shall evidence the entire beneficial ownership interest in a mortgage pool (the "Mortgage Pool") of conventional, fixed rate, fully amortizing one- to four-family residential mortgage loans (the "Mortgage Loans") having the following characteristics as of ________ __, ____ (the "Cut-off Date"):

  • Acquisition Loans The proceeds of the Acquisition Loans may be used only for the following purposes: (i) for working capital and general corporate purposes, including, without limitation, the issuance of Letters of Credit and to pay outstanding Floor Plan Loans; and (ii) to make Permitted Acquisitions.

  • Reduction of Servicing Compensation in Connection with Prepayment Interest Shortfalls In the event that any Mortgage Loan is the subject of a Prepayment Interest Shortfall, the Servicer shall, from amounts in respect of the Servicing Fee for such Distribution Date, deposit into the Collection Account, as a reduction of the Servicing Fee for such Distribution Date, no later than the Servicer Remittance Date immediately preceding such Distribution Date, an amount up to the Prepayment Interest Shortfall; provided that the amount so deposited shall not exceed the Compensating Interest for such Distribution Date. In case of such deposit, the Servicer shall not be entitled to any recovery or reimbursement from the Depositor, the Trustee, the Issuing Entity or the Certificateholders. With respect to any Distribution Date, to the extent that the Prepayment Interest Shortfall exceeds Compensating Interest (such excess, a "Non-Supported Interest Shortfall"), such Non-Supported Interest Shortfall shall reduce the Current Interest with respect to each Class of Certificates, pro rata based upon the amount of interest each such Class would otherwise be entitled to receive on such Distribution Date. Notwithstanding the foregoing, there shall be no reduction of the Servicing Fee in connection with Prepayment Interest Shortfalls related to the Relief Act or bankruptcy proceedings and the Servicer shall not be obligated to pay Compensating Interest with respect to Prepayment Interest Shortfalls related to the Relief Act or bankruptcy proceedings.

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