Make Whole Agreement Sample Clauses

Make Whole Agreement. It is anticipated that as a result of the Executive’s terminating his employment with Terex, Terex will not pay the Executive an annual incentive bonus for the 2006 calendar year of $320,000, which otherwise would have been paid on or about March 15, 2007 (the “Foregone Bonus Amount”), and/or the long-term incentive award that would have been payable on March 15, 2007, of one million seven hundred fifty thousand dollars ($1,750,000) (the “Foregone LTIP Amount”). Following the Effective Date, unless the Executive has notified the Chairman of the Board’s Compensation Committee in writing that he has received the Foregone Bonus Amount and/or the Foregone LTIP Amount, the Company shall pay each such amount to the Executive on March 15, 2007. Upon receipt of each payment, the Executive shall certify to the Company that Terex has not paid the Executive any amount in respect of the Foregone Bonus Amount or the Foregone LTIP Amount, as the case may be, or specify the amount of such payment, which shall be an offset against the Company’s obligations under the applicable payment. If subsequent to the receipt of the Foregone Bonus Amount or the Foregone LTIP Amount,
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Make Whole Agreement. It is anticipated that as a result of the Executive’s terminating his employment with Trinity Industries, Inc. (“Trinity”), Trinity may not pay the Executive a bonus for the 2007 calendar year under Trinity’s annual incentive bonus plan or its “top 25 employee bonus plan,” or both, which otherwise would have been paid to the Executive on or about April 1, 2008 (the “Trinity Bonus”). Following the aforementioned date, the Executive will notify the Company’s Chief Executive Officer whether Trinity has paid him the Trinity Bonus. If the Executive provides a reasonable written certification to the Company that, as a result of his terminating his employment with Trinity, Trinity did not pay him the Trinity Bonus, together with his best good-faith estimate of the amount of the forgone Trinity Bonus, then the Company will pay such amount to the Executive. The Company’s obligation under the foregoing provision shall, however, be subject to the following:
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Make Whole Agreement. In the event and to the extent that the Stockholders shall not have received on a timely basis a minimum of Ten Million ($10,000,000) Dollars in accumulated Company Cash Flow Payments, Commodore shall guaranty payment in full of any "short-fall" in payment of such minimum cumulative amount pursuant to terms of the Make Whole Agreement annexed hereto as Exhibit C and made a part hereof (the "Make Whole Agreement").
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Make Whole Agreement. On the Closing Date, Commodore shall execute and deliver to and each of the Stockholders an agreement in the form of Exhibit "C" annexed hereto (the "Make Whole Agreement").
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Make Whole Agreement. It is anticipated that as a result of your terminating your employment with Mitsui Rail Capital (“Mitsui”), Mitsui may not pay you a bonus for the 2010 calendar year under Mitsui’s annual incentive bonus plan (the “Mitsui Bonus”). Within thirty (30) days following the date as of which Mitsui makes bonus payments with respect to 2010 to participants under such plan, you will notify the Company’s President and Chief Executive Officer whether Mitsui has paid you the Mitsui Bonus, provided that the Company’s President and Chief Executive Officer must receive such notification by May 1, 2010. Subject to the preceding sentence, if you provide a reasonable written certification to the Company that, as a result of your terminating your employment with Mitsui, Mitsui did not pay you the Mitsui Bonus, together with your best good-faith estimate of the amount of the forgone Mitsui Bonus, then the Company will pay such amount to you within sixty (60) days of receiving such written certification. The Company’s obligation under the foregoing provision shall, however, be subject to the following:
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Make Whole Agreement. It is anticipated that as a result of the Executive’s terminating his employment with The Xxxxxxx Companies (“Xxxxxxx”), Xxxxxxx may not pay the Executive a bonus for the 2008 calendar year under Xxxxxxx’x annual incentive bonus plan (the “Xxxxxxx Bonus”). Within thirty (30) days following the date as of which Xxxxxxx makes bonus payments in respect of 2008 to participants under such plan, the Executive will notify the Company’s Chief Executive Officer whether Xxxxxxx has paid him the Xxxxxxx Bonus, provided that the Company’s Chief Executive Officer must receive such notification by December 31, 2009. Subject to the preceding sentence, if the Executive provides a reasonable written certification to the Company that, as a result of his terminating his employment with Xxxxxxx, Xxxxxxx did not pay him the Xxxxxxx Bonus, together with his best good-faith estimate of the amount of the forgone Xxxxxxx Bonus, then the Company will pay such amount to the Executive within sixty (60) days of receiving such written certification. The Company’s obligation under the foregoing provision shall, however, be subject to the following:
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Make Whole Agreement. 3.5.1 Executive represents to the Company that he is to receive a prorated bonus for the current year from his current employer of $55,000. In the event, after making written demand on the board of directors of said current employer, Executive is unable to cause said current employer to pay such bonus in whole or in part, the Company will pay executive the shortfall; subject, however, to withholding taxes and other required deductions. A copy of all written communications with the board of the current employer relating to this matter shall be provided to the Company.
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Make Whole Agreement. The Company shall have executed and delivered the Make-Whole Agreement to Purchaser.
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Make Whole Agreement. Each of the Gateway Members and each Member who previously was a holder of units in Orion Development, LLC (an “Orion Development Member”) shall have entered the Make Whole Agreement in the form of Exhibit C, (annexed hereto) pursuant to which the Orion Development Members are obligated to transfer to the Gateway Members a number of Shares, such that, in the aggregate, following such transfer, the Gateway Members will own 62.09% of the issued and outstanding capital stock of the Parent, if the Parent does not consummate an equity financing transaction in which the Parent receives gross proceeds of at least $20 million (the “PIPE”) on or before July 31, 2007.
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Related to Make Whole Agreement

  • Whole Agreement No agreements, representations or understandings (whether oral or written and whether express or implied) which are not expressly set forth in this Agreement have been made or entered into by either party with respect to the subject matter hereof.

  • Sole Agreement This Agreement, including the Exhibits hereto, constitutes the sole agreement of the parties and supersedes all oral negotiations and prior writings with respect to the subject matter hereof.

  • Single Agreement All Transactions are entered into in reliance on the fact that this Master Agreement and all Confirmations form a single agreement between the parties (collectively referred to as this "Agreement"), and the parties would not otherwise enter into any Transactions.

  • Supplements and Amendments; Whole Agreement This Warrant may be amended or supplemented only by an instrument in writing signed by the parties hereto. This Warrant contains the full understanding of the parties hereto with respect to the subject matter hereof and thereof and there are no representations, warranties, agreements or understandings other than expressly contained herein and therein.

  • One Agreement This Agreement and any related security or other agreements required by this Agreement, collectively:

  • Joinder to the Tax Receivable Agreement Upon the execution of this Joinder by the undersigned and delivery hereof to the Corporation, the undersigned hereby is and hereafter will be a Member under the Tax Receivable Agreement and a Party thereto, with all the rights, privileges and responsibilities of a Member thereunder. The undersigned hereby agrees that it shall comply with and be fully bound by the terms of the Tax Receivable Agreement as if it had been a signatory thereto as of the date thereof.

  • Effective Date; Termination of Prior Intercompany Tax Allocation Agreements This Agreement shall be effective as of the Effective Time. As of the Effective Time, (i) all prior intercompany Tax allocation agreements or arrangements solely between or among BGC Partners and/or any of its Subsidiaries shall be terminated, and (ii) amounts due under such agreements as of the date on which the Effective Time occurs shall be settled. Upon such termination and settlement, no further payments by or to the BGC Group, or by or to the Newmark Group, with respect to such agreements shall be made, and all other rights and obligations resulting from such agreements between the Companies and their Affiliates shall cease at such time. Any payments pursuant to such agreements shall be disregarded for purposes of computing amounts due under this Agreement; provided, that to the extent appropriate, as determined by BGC Partners, payments made pursuant to such agreements shall be credited to the Newmark Entities or the BGC Entities, respectively, in computing their respective obligations pursuant to this Agreement, in the event that such payments relate to a Tax liability that is the subject matter of this Agreement for a Tax Period that is the subject matter of this Agreement.

  • Complete Agreement; Amendments This Amendment and the Loan Documents represent the entire agreement about this subject matter and supersede prior negotiations or agreements with respect to such subject matter. All prior agreements, understandings, representations, warranties, and negotiations between the parties about the subject matter of this Amendment and the Loan Documents merge into this Amendment and the Loan Documents.

  • Complete Agreement; Amendment The parties acknowledge that this Agreement is the complete and exclusive statement of agreement respecting the subject matter hereto and supersedes all proposals (oral or written), understandings, representations, conditions, and other communications between the parties relating hereto, including the Former Agreement. This Agreement may be amended only by a subsequent writing that specifically refers to this Agreement and is signed by both parties, and no other act, document, purchase order, usage, or custom shall be deemed to amend this Agreement.

  • Side Letter The letter from the Borrower to the Agent dated July 17, 2000 that was executed in connection with the Second Amendment shall remain in full force and effect and shall be a Loan Document.

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