Facilitation of Achievement of the Earn-Out Amounts Sample Clauses

Facilitation of Achievement of the Earn-Out Amounts. The parties hereto acknowledge, understand and agree that, after the Closing (i) Acquiror and Sub will have complete control and sole and absolute discretion with respect to decisions concerning the Surviving Corporation without regard to the interests or advice of the Securityholder Representative or the Securityholders, provided, however, that following the Effective Time, Acquiror shall act in accordance with any covenant of good faith and fair dealing or similar covenant required by Law (i.e., shall not act in bad faith for the sole purpose of reducing or avoiding the payment of the Earn-Out Amount), (ii) neither Acquiror nor the Surviving Corporation are prohibited pursuant to this Agreement from researching, developing, manufacturing, marketing or selling other products that may compete with or reduce the sales of the Company Products covered under the Earn-Out Amounts pursuant to Section 2.6, (iii) Acquiror does not have a duty to commercially exploit or continue the sale of the Company Products or to exert any level of efforts in marketing the Surviving Corporation or its products or projects, rather the personnel of Acquiror and the Surviving Corporation are only required to take actions in connection with the commercial exploitation of the Surviving Corporation and the Company Products that such personnel believe in good faith to be in the best interests of Acquiror and the Surviving Corporation, (iv) the employees of the Company will be working for the best interest of Acquiror and the Surviving Corporation, and (v) such control and discretion by Acquiror and the Surviving Corporation over the Surviving Corporation and the Company Products could have a material adverse effect upon the Earn-Out Amounts that could be earned under Section 2.6 and could result in no amounts whatsoever being distributed thereunder.
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Related to Facilitation of Achievement of the Earn-Out Amounts

  • Annual Performance Bonus In the discretion of the Company's Compensation Committee, the Executive shall be eligible to receive an annual performance bonus payable in cash for each full or partial fiscal year of the Company during the Employment Period in accordance with the Company's performance-based bonus program for Executive Officers.

  • Payment of Reimbursement Amount To effect the expense reimbursement provided for in this Agreement, the Fund may offset the appropriate Reimbursement Amount against the management fees, Rule 12b-1 fees and/or shareholder servicing fees payable under the Investment Management Agreement, Rule 12b-1 Plan and/or the Shareholder Servicing Agreement. Alternatively, the Reimbursement Amount shall be paid directly by IICO, IDI and/or WISC. Such offset shall be taken, or such direct payment shall be paid, two times per year within 30 days following the date of a Fund’s applicable semi-annual or annual reporting period.

  • Performance and Compliance with Receivables and Contracts At its expense, timely and fully perform and comply with all material provisions, covenants and other promises, if any, required to be observed by the Issuer under the Contracts related to the Receivables.

  • Period for Review and Consideration of Agreement Executive understands he/she has been given a period of 21 days to review and consider this Agreement before signing it. Executive further understands he/she may use as much of the 21 day period as he/she wishes prior to signing.

  • Identification of Workout-Delayed Reimbursement Amounts If any Advance made with respect to any Mortgage Loan on or before the date on which such Mortgage Loan becomes (or, but for the making of three monthly payments under its modified terms, would then constitute) a Corrected Mortgage Loan, together with (to the extent theretofore accrued and unpaid) Advance Interest thereon, is not pursuant to the operation of the provisions of Section 3.05(a)(I) reimbursed to the Person who made such Advance on or before the date, if any, on which such Mortgage Loan becomes a Corrected Mortgage Loan (or, but for the making of three monthly payments under its modified terms, would constitute a Mortgage Loan that is a Corrected Mortgage Loan), such Advance, together with such Advance Interest, shall constitute a “Workout-Delayed Reimbursement Amount” to the extent that such amount has not been determined to constitute a Nonrecoverable Advance. All references herein to “Workout-Delayed Reimbursement Amount” shall be construed always to mean the related Advance and (to the extent theretofore accrued and unpaid) any Advance Interest thereon, together with (to the extent it remains unpaid) any further Advance Interest that accrues on the unreimbursed portion of such Advance from time to time in accordance with the other provisions of this Agreement. That any amount constitutes all or a portion of any Workout-Delayed Reimbursement Amount shall not in any manner limit the right of any Person hereunder to determine that such amount instead constitutes a Nonrecoverable Advance.

  • Recovery of Bonus and Incentive Compensation Any bonus and incentive compensation paid to you during a CPP Covered Period is subject to recovery or “clawback” by the Company if the payments were based on materially inaccurate financial statements or any other materially inaccurate performance metric criteria.

  • Payment of Bonuses The Bonus payable to an Executive for any Fiscal Year shall be paid in accordance with the following provisions:

  • Payment of Bonus Within fifteen (15) days of such termination, the Company shall pay to the Executive his Target Bonus pursuant to Section 3(b), prorated for the number of days of employment completed by the Executive during the year in which his employment terminated.

  • Milestone Fees Licensee will pay Milestone Fees indicated in Section 3.1(b) of the Patent & Technology License Agreement by the Quarterly Payment Deadline for the Contract Quarter in which the milestone events set forth in Section 3.1(b) of the Patent & Technology License Agreement are achieved.

  • Payments and Computations, Etc All amounts to be paid or deposited by Buyer hereunder shall be paid or deposited in accordance with the terms hereof on the day when due in immediately available funds to the account of Originator designated from time to time by Originator or as otherwise directed by Originator. In the event that any payment owed by any Person hereunder becomes due on a day that is not a Business Day, then such payment shall be made on the next succeeding Business Day. If any Person fails to pay any amount hereunder when due, such Person agrees to pay, on demand, the Default Fee in respect thereof until paid in full; provided, however, that such Default Fee shall not at any time exceed the maximum rate permitted by applicable law. All computations of interest payable hereunder shall be made on the basis of a year of 360 days for the actual number of days (including the first but excluding the last day) elapsed.

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