Internalization Payment Sample Clauses

Internalization Payment. At the Closing, OpCo shall pay to GSAM Holdings II a cash payment equal to thirty million dollars (US$30,000,000); provided, that such amount shall be reduced by the sum of the aggregate amount of any cash signing bonuses paid to GSAM Subject Employees who become employees of a GSRP Entity, which shall not exceed three million dollars (US$3,000,000) in the aggregate. Prior to the Closing, GSRP shall provide to GSAM Holdings II documentation evidencing all cash signing bonuses described in the proviso in the preceding sentence. If the transactions contemplated by the QBI Agreement are consummated, four million dollars (US$4,000,000) of the cash payment pursuant to this Section 2.04 shall be credited against, and shall reduce, the purchase price payable under the QBI Agreement.
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Internalization Payment. As consideration for the Internalization, on the Effective Date, the Company shall: (a) pay to the Manager $150,000,000 by wire transfer of immediately available funds to the account(s) previously specified by the Manager (the “Cash Consideration”); provided that (i) the Company, in its sole discretion, may elect to make payment of all or any portion of the Cash Consideration at any time on or prior to the date that is six (6) months after the Effective Date and (ii) if the Company does not make payment of all of the Cash Consideration on the Effective Date, then the aggregate amount of the Cash Consideration that is unpaid as of the Effective Date (such amount, the “Cash Consideration Payment Balance”) shall accrue interest from the day after the Effective Date at seven percent (7.0%) per annum (compounded annually based on the actual number of days elapsed in any year and calculated on the aggregate amount of the Cash Consideration Payment Balance (as adjusted to reflect any payments by the Company in respect of such amount) until paid in full) and the Company shall pay the aggregate amount of the Cash Consideration Payment Balance (as adjusted to reflect any payments by the Company in respect of such amount) plus any accrued and unpaid interest thereon no later than the date that is six (6) months after the Effective Date (such date, the “Trigger Date”); provided, however, that the aggregate amount of the then-outstanding Cash Consideration Payment Balance plus any accrued and unpaid interest thereon that remains outstanding after the Trigger Date shall accrue interest from the day after the Trigger Date onward at twelve percent (12.0%) per annum (compounded annually based on the actual number of days elapsed in any year and calculated on the aggregate amount of the Cash Consideration Payment Balance (as adjusted to reflect any payments by the Company in respect of such amount) and accrued interest outstanding from time to time until paid in full); (b) pay to the Manager the Estimated Accrued Amounts (as defined below) set forth in the Estimated Schedule (as adjusted in accordance with Section 1.06 hereof), by wire transfer of immediately available funds to the account(s) previously specified by the Manager; (c) issue to the Manager a number of ordinary shares of the Company equal to the quotient of (x) $150,000,000 divided by (y) the Share Price (the “Share Consideration” and, together with the Cash Consideration, the “Internalization Payment”); (d) pu...
Sample 1
Internalization Payment. As consideration for the Internalization, (i) on the Effective Date, the Company shall make a one-time payment to the Manager of $200,000,000 by wire transfer of immediately available funds to the account(s) previously specified by the Manager, (ii) on September 15, 2022, the Company shall make a one-time payment to the Manager of $100,000,000 by wire transfer of immediately available funds to the account(s) previously specified by the Manager or such other account(s) specified by the Manager at least three (3) business days prior to September 15, 2022 and (iii) on December 15, 2022, the Company shall make a one-time payment to the Manager of $100,000,000, less the Bonus Amount (as defined below), by wire transfer of immediately available funds to the account(s) previously specified by the Manager or such other account(s) specified by the Manager at least three (3) business days prior to December 15, 2022.
Sample 1

Related to Internalization Payment

  • Separation Payment An ASF Member shall be compensated at the final rate of pay for all unused, accumulated vacation, leave time upon separation from state service, or movement to a vacation ineligible position. An employee on an unpaid leave of absence of more than one (1) year for a purpose other than accepting an unclassified position in state civil service, or an employee on layoff that results in separation from service, may elect to be compensated at the final rate of pay for unused accumulated vacation leave. This accumulated vacation payout shall not exceed two hundred and seventy-five (275) hours, except in the case of the ASF Member's death. Calculation of an ASF Member's hourly rate for purposes of computing vacation separation payment shall be based upon a base of two thousand eighty-eight (2,088) working hours per year. Appointment periods of less than one (1) year in duration shall be prorated on this basis. Except as provided in Article 16, Section C, Subdivision 4 which pertains to the separation payment to retirees, the separation payment will be made in cash.

  • Consideration Payment 5.1 In consideration of the Company’s Services, the Client shall pay to the Company the Consideration to be stipulated in the Termsheet and all reasonable out of pocket expenses (if any) in accordance with the commercial terms and payment terms as detailed in the Separate Agreement. 5.2 The Company shall send its staff to check for the quality of completion of the Project(s) together with the Client. The Client shall pay for the Company’s Services within 90 days upon the completion of the Project(s) to the satisfaction of the Client. 5.3 The Company shall be entitled to the receivables from the Client for the percentage of Work completed. The date of payment of such Work is stated in the Termsheets and unless the Company is not satisfied with the quality of Work completed and/or the Client has not fulfilled the terms and conditions specified under the Termsheets.

  • Termination Payment The final payment delivered to the Certificateholders on the Termination Date pursuant to the procedures set forth in Section 9.01(b).

  • Separation Payments Following Executive’s separation from service with Company on or after his Vesting Date (as defined in Section 7), Company shall pay to Executive the sum of THIRTY-SEVEN THOUSAND THREE HUNDRED SIXTEEN and 74/100 Dollars ($37,316.74) per month, beginning six months and one week after Executive’s date of separation for a period of ten (10) years, or until Executive’s death, whichever first occurs (the “Separation Payments”). Such payments shall be subject to any and all applicable withholding, Social Security, employment, income and other taxes or assessments, if any, under the applicable tax law. If Executive should die during the ten-year period during which payments are being made under this Paragraph 3, then those payments shall terminate and future payments, if any, shall be made to Executive’s designated beneficiary(ies) or Executive’s estate in accordance with the provisions of Paragraph 4 of this Agreement.

  • Retention Payment Subject to your compliance with Sections 6 and 7 of this letter agreement, if you remain an active full-time employee of the Company, Parent or any of their respective subsidiaries through the expiration of the 6-month period beginning on the day following the Closing Date (as defined in the Merger Agreement) (the “Vesting Date”), you will receive a cash payment equal to (i) the aggregate amount described in Section 6.2(a) of the Employment Agreement, determined as if your employment with the Company was terminated by the Company without Cause as of the Closing plus (ii) an amount equal to the portion of the premiums the Company would need to pay to provide you with the benefits under Sections 6.2(b) and (c) for the 12 month period following the Vesting Date, based on the premium costs in effect as of the Closing and assuming for this purpose that your employment terminated on the Vesting Date and that you timely elected to receive all such benefits, plus (iii) the Retention Bonus. The aggregate of these amounts will be paid to you in a lump sum on the third business day following the Release Effective Date (as defined below). You hereby agree that, notwithstanding anything contained in the Employment Agreement or any other agreement between you and the Company providing for severance or separation payments or benefits, you may either receive payment of amounts set forth in Section 2(a) or in Section 4, but in no event shall you be entitled to receive payment of both amounts; furthermore, you shall not be entitled to any severance or separation payments or benefits under the Employment Agreement (including under Sections 5 and 6 thereof) or under any other plan, program, policy, agreement or arrangement maintained by the Company, Parent or any of their respective affiliates, and all of your rights to such payments and benefits under the Employment Agreement and any such other plan, program, policy, agreement or arrangement will immediately terminate, in each case, except as otherwise provided herein. If you continue to be employed by Parent or its subsidiaries following the Vesting Date, you shall be eligible for severance benefits under either the applicable severance policy of Parent or one of its subsidiaries, as determined by Parent; provided, however, that you shall not receive credit for your service with Parent or the Company, or any of their respective subsidiaries, for the periods of employment that precede the Closing Date for any purpose under such policy, including eligibility, vesting or calculation of benefits.

  • Compensation & Payment 8.4.1. Should the claim be found proven; settlement is executed only in the form of compensation payment added to the Client trade account. 8.4.2. Compensation shall not compensate the profit not received by the Client in the event that the Client had an intention to perform some action but has not performed it for some reason. 8.4.3. The Company shall not compensate non-pecuniary damage to the Client. 8.4.4. The Company adds a compensation payment to the Client trading account within one working day since the moment of making a positive decision on the dispute situation.

  • 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:

  • Down Payment The Mortgagor has contributed at least 5% of the purchase price for the Mortgaged Property with his/her own funds.

  • Contribution Payment To the extent the indemnification provided for under any provision of this Agreement is determined (in the manner hereinabove provided) not to be permitted under applicable law, the Company, in lieu of indemnifying Indemnitee, shall, to the extent permitted by law, contribute to the amount of any and all Indemnifiable Liabilities incurred or paid by Indemnitee for which such indemnification is not permitted. The amount the Company contributes shall be in such proportion as is appropriate to reflect the relative fault of Indemnitee, on the one hand, and of the Company and any and all other parties (including officers and directors of the Company other than Indemnitee) who may be at fault (collectively, including the Company, the "Third Parties"), on the other hand.

  • Change in Control Payment The provisions of this Section 5 set forth certain terms of an agreement reached between the Executive and the Company regarding the Executive’s rights and obligations upon the occurrence of a Change in Control of the Company. These provisions are intended to assure and encourage in advance the Executive’s continued attention and dedication to his assigned duties and his objectivity during the pendency and after the occurrence of any such event. These provisions shall apply in lieu of, and expressly supersede, the provisions of Section 4(b) regarding severance pay and benefits upon a termination of employment, if such termination of employment occurs within 12 months after the occurrence of the first event constituting a Change in Control. These provisions shall terminate and be of no further force or effect beginning 12 months after the occurrence of a Change in Control.

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