Termination Payments In the event of termination of the employment of Executive, all compensation and benefits set forth in this Agreement shall terminate except as specifically provided in this paragraph 4:
Settlement Payments A. Unless the Court orders otherwise, each Participating Class Member will receive an equal, pro-rata portion of the Net Settlement Amount. The “Net Settlement Amount” is the Settlement Amount (plus any accrued interest thereon) reduced by any sums awarded by the Court for attorneys’ fees, litigation expenses, service payments, and all expenses of settlement administration (including expenses previously incurred and the Settlement Administrator’s good faith estimate of future expenses to be incurred). The pro-rata share of each Participating Class Member shall be computed by dividing the Net Settlement Amount by the number of Participating Class Members. B. As soon as practicable after the Effective Date, the Settlement Administrator will transmit to each Participating Class Member that person’s settlement payment, which may be in the form of a check or an electronic payment such as Venmo, direct deposit/ACH, or PayPal. The settlement payment will be accompanied by a statement that the Participating Class Member should consult his or her tax advisor regarding the tax consequences of the settlement payment. In the event any check is returned to the Settlement Administrator as undeliverable, or in the event any electronic payment is unable to be processed, the Settlement Administrator will attempt to contact the Participating Class Member by telephone or email or perform a skip trace to attempt to locate a current address or other relevant information necessary to re-issue payment. Any payment instrument not negotiated within ninety (90) days of its mailing or other transmission by the Settlement Administrator will be void. Any portion of the Settlement Amount, including accrued interest, that remains unpaid at the end of such ninety-day period will be paid to one or more cy pres recipients mutually proposed by the Parties and approved by the Court, unless the Court orders otherwise.
Commission Payments A. Broker/Dealer shall be entitled to receive a commission based upon purchase payments received and accepted by Insurer for Contracts issued pursuant to this Agreement. Such commission shall be equal to the amount of the applicable rate of commission set forth in the Commission Schedule attached hereto as Exhibit 1 hereto which is incorporated herein by reference and may be amended or supplemented from time to time. Insurer reserves the right to offer additional commissions from time to time, which will be communicated to Broker/Dealer by Insurer and/or Distributor. B. Commissions payable to Broker/Dealer shall be paid by Insurer on behalf of Distributor, consistent with applicable SEC requirements. In conformance with FINRA Notice to Members 84-48, Broker/Dealer waives payment of the commission from Distributor until Distributor is in receipt of the commission. C. In no event shall Insurer or Distributor be liable for the payment of any commissions with respect to any solicitation made, in whole or in part, by any person not in compliance with state and federal licensing, registration and appointment requirements. Under no circumstances shall Insurer be liable for the payment of any commissions with respect to any solicitation which occurred, in whole or in part, in a jurisdiction where the Contract was not approved for sale. D. If a Contract is returned to Insurer pursuant to the "Free Look" provision or any other right to examine provision of the Contract, the full commission paid to Broker/Dealer will be unearned and shall be returned to the Insurer upon demand or, in the absence of such demand, charged back to the recipient of the commission. E. Insurer and Distributor shall not be obligated for the payment of commissions for a Contract if it is determined by Insurer, based on a good faith review of the facts and circumstances and discussion with the Broker/Dealer, that Contract would not have been issued except for a misrepresentation or omission by Broker/Dealer or any Subproducer, even if such Contract is not rescinded. In this instance, 100% of the commission paid on that Contract will be considered unearned and will be returned to the Insurer upon demand or, in the absence of such demand, charged back to the recipient of the commission. F. In no event shall Insurer incur obligations under this Agreement to issue any Contracts, provide benefits under any features offered by any Contracts or pay any commission in connection therewith if the Contract owner has exceeded any specified maximum age limitations as set forth in the applicable product prospectus when the Contract application was accepted. With respect to such Contracts where there has been a misstatement of age and/or inadvertent issuance to an over age owner, the full commission paid by Insurer will be unearned and shall be returned to Insurer upon demand or, in the absence of such demand, charged back to the recipient of the commission. G. Initial and/or subsequent Purchase Payments that exceed, or that cause all Contract(s) owned by the same owner to exceed, the dollar amount(s) specified in the prospectus and as amended from time-to-time ("Large Case Purchase Payment") require pre-approval by Insurer. Insurer reserves the right to reject any such initial or subsequent Purchase Payments or may accept such Purchase Payments under terms communicated to Broker/Dealer but decided in Insurer's sole discretion. H. Compensation for the sale of any Contract that is renewed, changed, exchanged or otherwise converted from any other contract issued by Insurer or any affiliate shall be paid according to Insurer's policies, in its sole discretion. I. Broker/Dealer acknowledges and understands that no commission or other compensation shall be paid to Broker/Dealer with respect to a Contract after Broker/Dealer is no longer designated as a broker/dealer of record for such Contract. Broker/Dealer acknowledges and understands that a commission charge-back may occur if a Subproducer of Broker/Dealer terminates employment with Broker/Dealer and a Contract owner designates a different broker/dealer of record and a commission was paid while the change of broker/dealer is being processed. J. Broker/Dealer shall be solely responsible for the payment of any commission or consideration of any kind to Subproducers. Broker/Dealer shall be solely responsible under applicable tax laws for the reporting of compensation paid to Subproducers and for any withholding of taxes from compensation paid to Subproducers, including, without limitation, FICA, FUTA, and federal, state and local taxes.
Rental Payments Tenant shall pay Rent to Landlord for --------------- each month during the Lease Term as provided in this Lease. Rent shall be due and payable in advance on the first (1st) day of each month during the Lease Term. If the Commencement Date is a date other than the first (1st) day of a calendar month, the Rent for the portion of the calendar month in which the Commencement Date occurs shall be due and payable on the Commencement Date; and the Rent for such partial month shall be prorated based upon the number of days from the Commencement Date to the end of that calendar month. Rent for any partial month at the end of the Lease Term shall be prorated based upon the number of days from the beginning of that month to the end of the Lease Term. Rent shall be payable at the address for Landlord designated in the first (1st) paragraph of this Lease (or at such other address as may be designated by Landlord from time to time). Tenant shall pay all Rent under this Lease at the times and in the manner provided in this Lease, without abatement, notice, demand, counterclaim, or set-off except as otherwise provided for in this Lease.. Any charges or other sums payable by Tenant to Landlord under the terms of this Lease shall be considered as additional Rent. No payment by Tenant or receipt by Landlord of a lesser amount than the total amount of Rent then due shall be deemed to be other than on account of the earliest past due installment of Rent required to be paid under this Lease. No endorsement or statement on any check or in any letter accompanying any check or payment of Rent shall ever be deemed an accord and satisfaction, and Landlord may accept such check or payment without prejudice to Landlord's right to recover the balance of the Rent then due or to pursue any other remedy available under this Lease, at law, or in equity.