Forgiveness of Note. As a condition to continued employment in 1998, Executive was required to purchase a substantial amount of the Company's common stock based on and exceeding Executive's annual salary. In connection therewith, Executive borrowed funds from the Company for such stock purchases and executed a promissory note in favor of the Company (the "Note"). A copy of the Note is annexed hereto as Exhibit "A". Pursuant to the February 23, 2001 Order of the Bankruptcy Court (the "Bankruptcy Order"), in the event that (i) Executive remains employed by the Company for one (1) year following the date of this Agreement or, (ii) Executive's employment is terminated because of (A) his death or Disability (pursuant to Section 6.2 of this Agreement), (B) his termination for cause (pursuant to Section 6.3 of this Agreement) (C) his resignation for Good Reason (pursuant to Section 6.4 of this Agreement), (D) his resignation following a Change in Control (pursuant to Section 6.5 of this Agreement) or (E) termination by the Company without Cause (pursuant to Section 6.6 of this Agreement), the Company will release Executive from his obligations under the Note and cancel any related indebtedness and will also reimburse Executive for any federal or state income taxes he owes as a result of such release and cancellation.
Forgiveness of Note. The Company loaned to Xx. Xxxx the amount of $100,000, pursuant to that certain promissory note (the "Note"). Unless Xx. Xxxx'x employment with the Company is terminated for Cause, as defined herein, or if Xx. Xxxx voluntarily terminates his employment, in each case prior to March 31, 2000, the Company agrees to forgive all outstanding amounts payable, including interest, on said Note and after said date, Xx. Xxxx'x obligations of repayment under the Note shall cease effective on March 31, 2000. Xx. Xxxx acknowledges that he is solely responsible for all tax consequences relating to the forgiveness of the Note.
Forgiveness of Note. Notwithstanding the Organization’s requirement to pay principal and interest as otherwise set forth in this Agreement, upon each Annual Forgiveness Date the Lender shall forgive the obligations of the Organization in the amount of $2,142,857.14 of outstanding principal of the Loan, or the remaining principal of the Loan if less than that amount, plus accumulated interest otherwise owed to the Lender under the Loan, provided that each of the following conditions precedent is satisfied to the reasonable satisfaction of the Lender on each such Annual Forgiveness Date:
(a) Each of the representations and warranties of the Organization contained in Section 3(i), (ii) and (iii) and shall be true as of the date as of which it was made and shall also be true at and as of the time any loan amounts under the Loan are forgiven, with the same effect as if made at and as of that time (except to the extent of changes resulting in transactions contemplated or permitted by this Agreement and the other Loan Documents and changes occurring in the ordinary course of business that singly or in the aggregate are not materially adverse, and to the extent that such representations and warranties relate expressly to an earlier date).
(b) No Default or Event of Default specified in any of paragraphs (a), (b), (c), (f), (g), (j) and (k) of Section 6(i) shall have occurred and be continuing on such date.
(c) The Consolidated Adjusted Shareholders’ Equity of the Organization as of the date of the financial statements most recently delivered by the Organization pursuant to Section 4(iii) shall be at least $50,000,000.
(d) The Revolving Line of Credit dated October 19, 2007, as amended, provided to the Organization by First Gamma Investments Trust in the amount of $40,000,000 (the “Frost Gamma Line of Credit”) shall remain outstanding with a final term date not to precede August 25, 2016 and no material event of default to that lender thereunder shall have occurred and be continuing.
(e) Each of the 2009 Clearing Agreements and the SAI Clearing Agreement is in full force and effect and no material defaults or other termination events have occurred and are continuing thereunder.
(f) The Organization has not discontinued or divested, or is not in the process of discontinuing or divesting, any of the Subsidiary Broker-Dealers or SAI.
(g) With respect to the forgiveness of both principal and interest on the Loan on any Annual Forgiveness Date: (i) for the prior twelve (12) month period end...
Forgiveness of Note. On the first day of each month for the three-year period following the Effective Date, the Company shall forgive one thirty-sixth (1/36th) of the original principal amount of the Note, together with all accrued and unpaid interest on such forgiven portion of the principal amount of the Note; provided, however, that the Company shall not be obligated to so forgive a portion of the Note or the interest thereon on any such first day of the month if prior to such day Executive's employment shall have been terminated by the Company for Cause pursuant to Subparagraph 7(c) or by Executive for any reason other than Good Reason pursuant to Subparagraph 7(e). If Executive's employment shall have been terminated for any reasons other than the ones described in the preceding sentence, then the remaining balance of the original principal amount of the Note, together with all accrued and unpaid interest on such portion of the principal amount of such Note, shall be forgiven as of the Date of Termination. The Company shall provide such documentation evidencing such forgiveness as Executive may reasonably request.
Forgiveness of Note. On the first day of each month for the two-year period following the Effective Date, the Company shall forgive one twenty-fourth (1/24th) of the original principal amount of the Note, together with all accrued and unpaid interest on such forgiven portion of the principal amount of the Note; provided, however, that the Company shall not be obligated to so forgive a portion of the Note or the interest thereon on any such first day of the month if prior to such day Executive's employment shall have been terminated by the Company for Cause pursuant to Subparagraph 6(c) or by Executive for any reason other than Good Reason. If prior to the second anniversary of the Effective Date Executive's employment shall have been terminated by the Company for Cause pursuant to Subparagraph 6(c) or by Executive for any reason other than Good Reason, then all then outstanding principal and accrued and unpaid interest on the Note shall become due and payable on the thirtieth day following the Date of Termination. If prior to the second anniversary of the Effective Date Executive's employment shall have been terminated by the Company for any reason other than Cause or by Executive for Good Reason, then the remaining balance of the original principal amount of the Note, together with all accrued and unpaid interest on such portion of the principal amount of such Note, shall be forgiven as of the Date of Termination. The Company shall provide such documentation evidencing such forgiveness as Executive may reasonably request.
Forgiveness of Note. Effective as of September 30, 1996, PFS hereby forgives or will cause to be forgiven all outstanding indebtedness owed by Pino under the Note.
Forgiveness of Note. Upon the Termination of Borrower's employment with Lender without Cause or for Good Reason following a Change of Control, the entire principal amount plus all accrued interest under the Note shall be forgiven Borrower and the Note shall be of no further force or effect. Borrower acknowledges that he has had opportunity to discuss the possible tax consequences of such forgiveness of indebtedness with his legal and/or tax advisors and accepts full responsibility for any adverse tax consequences flowing therefrom.
Forgiveness of Note. In the event: (a) the Payee cease to provide continuous services to S&W, or any affiliate thereof employing or retaining the Payee, in the capacity of an employee, consultant or other service provider following termination of the Employment Agreement of even date herewith by and between S&W and the Payee, as amended or restated from time to time (the “Engagement Agreement”) (i) for Cause, as such term is defined in Section 7.4 thereof, or (ii) voluntary termination by the Payee pursuant to Section 7 thereof, other than termination for Good Reason, as such term is defined below, and other than for death or Entitling Event (as such term is defined in Section 7.3 thereof), and (b) S&W fails to achieve the following milestones on or before the Milestone Date: (i) develop a minimum of two Smart TV applications, and (ii) API integration with a minimum of ten platforms, then all outstanding principal amounts due by Maker under this Note shall be cancelled and forgiven without any further action by either party.
Forgiveness of Note. In the event: (a) the Payee cease to provide continuous services to S&W, or any affiliate thereof employing or retaining the Payee, in the capacity of an employee, consultant or other service provider following termination of the Services Agreement of even date herewith by and between S&W and the Payee, as amended or restated from time to time (the “Engagement Agreement”) (i) for Cause, as such term is defined in Section 4.3.1 thereof, or (ii) voluntary termination by the Payee pursuant to Section 4 thereof, other than termination for Good Reason, as such term is defined below, and other than for death or Disability (as such term is defined in Section 4.3.1 thereof), and (b) S&W fails to achieve the following milestones on or before the Milestone Date: (i) develop a minimum of two Smart TV applications, and (ii) API integration with a minimum of ten platforms, then all outstanding principal amounts due by Maker under this Note shall be cancelled and forgiven without any further action by either party.
Forgiveness of Note. In the event: S&W fails to achieve the following milestones on or before the Milestone Date: (i) develop a minimum of two Smart TV applications, and (ii) API integration with a minimum of ten platforms, then all outstanding principal amounts due by Maker under this Note shall be cancelled and forgiven without any further action by either party.
