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, (i) Terex makes any payment to the Executive in the nature of or similar to such amounts, the Executive shall immediately notify the Chairman of the Board’s Compensation Committee in writing and turn over to the Company the amount of such payment from Terex up to the amount paid by the Company on a dollar-for-dollar basis; or (ii) The Executive voluntarily terminates his employment with the Company before January 1, 2008, other than for Good Reason, the Executive will repay the full amount of the Foregone LTIP Amount to the Company.
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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: (i) upon the Company’s request, the Executive will provide the Company with such supporting documentation as the Company may reasonably request concerning the aforementioned matters; (ii) the maximum total amount the Company shall pay to the Executive under this Section 5(d) shall not in any event exceed sixty thousand dollars ($60,000); and (iii) if the Executive voluntarily terminates his employment with the Company before December 31, 2009, other than for Good Reason, then the Executive will repay to the Company the full amount of the forgone Xxxxxxx Bonus which was so paid by the Company.
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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. 3.5.2 Executive represents to the Company that he may be obligated to repay to his current employer a signing bonus of $83,000. In the event, after written communication with the board of directors of said current employer, Executive is unable to avoid repaying such signing bonus in whole or in part, the Company will reimburse Executive the amount he is obligated to repay plus any federal and state income taxes that may become due on such reimbursement payment (but not further grossed up). A copy of all written communications with the board of the current employer relating to this matter shall be provided to the Company and any repayment to the current employer shall be reasonably documented to the Company.
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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. 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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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: (a) upon the Company’s request, you will provide the Company with such supporting documentation as the Company may reasonably request concerning the aforementioned matters; (b) the maximum total amount the Company will pay you under this Section 5 will not in any event exceed $50,000; and (c) if you voluntarily terminate your employment with the Company before September 13, 2011, other than for Good Reason (as defined in the Executive Severance Plan referenced below), then you will repay to the Company the full amount of the forgone Mitsui Bonus which was so paid by 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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Related to Make Whole Agreement

  • Whole Agreement The General Provisions, Special Provisions, and Attachments, as provided herein, constitute the complete Agreement (“Agreement”) between the parties hereto, and supersede any and all oral and written agreements between the parties relating to matters herein. Except as otherwise provided herein, this Agreement cannot be modified without written consent of the parties.

  • Modification of Settlement Agreement Any modification to this Settlement Agreement shall be in writing and signed by the Parties.

  • Sole Agreement This Agreement constitutes the sole and only agreement between the parties and supersedes any prior understandings or written or oral agreements respecting the Agreement’s subject matter.

  • 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: (a) represent the sum of the understandings and agreements between the Bank and the Borrower concerning this credit; (b) replace any prior oral or written agreements between the Bank and the Borrower concerning this credit; and (c) are intended by the Bank and the Borrower as the final, complete and exclusive statement of the terms agreed to by them. In the event of any conflict between this Agreement and any other agreements required by this Agreement, this Agreement will prevail.

  • Revenue Sharing Agreement This Note is subject to the Company’s Revenue Sharing Agreement attached hereto as Exhibit B as if all the terms of the Revenue Sharing Agreement were set forth in this Note.

  • COMPLETE AGREEMENT; AMENDMENTS This Agreement is the complete and exclusive agreement between the parties with respect to the subject matter contemplated thereby. No modifications to this Agreement shall be made or binding unless made in writing and signed by all parties to this Agreement.

  • Complete Agreement; Amendment This Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements in regard thereto. This Agreement cannot be modified except by an agreement in writing signed by both parties and specifically referring to 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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