Make Whole Agreement Clause Samples
A Make Whole Agreement clause ensures that a party is fully compensated for any losses or damages incurred, typically in the context of early repayment of a loan or breach of contract. In practice, this clause may require the responsible party to pay not only the outstanding principal but also any additional amounts, such as interest or penalties, that would have been earned if the agreement had been fulfilled as originally planned. The core function of this clause is to protect the non-breaching party from financial shortfalls, ensuring they are made whole as if the contract had been performed as agreed.
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Make Whole Agreement. The Company shall have executed and delivered the Make-Whole Agreement to Purchaser.
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.
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.
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").
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.
Make Whole Agreement. It is anticipated that as a result of the Executive’s terminating his employment with The ▇▇▇▇▇▇▇ Companies (“▇▇▇▇▇▇▇”), ▇▇▇▇▇▇▇ may not pay the Executive a bonus for the 2008 calendar year under ▇▇▇▇▇▇▇’▇ annual incentive bonus plan (the “▇▇▇▇▇▇▇ Bonus”). Within thirty (30) days following the date as of which ▇▇▇▇▇▇▇ makes bonus payments in respect of 2008 to participants under such plan, the Executive will notify the Company’s Chief Executive Officer whether ▇▇▇▇▇▇▇ has paid him the ▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ did not pay him the ▇▇▇▇▇▇▇ Bonus, together with his best good-faith estimate of the amount of the forgone ▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ Bonus which was so paid by the Company.
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.
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").
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:
(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, provided, however, that under no circumstances shall the Executive be obligated to provide, or provide, to the Company any confidential or proprietary information or materials of Trinity whatsoever;
(ii) the maximum total amount the Company shall pay to the Executive under this Section 5(d) shall not in any event exceed one hundred seventy-eight thousand, five hundred dollars ($178,500); and
(iii) if the Executive voluntarily terminates his employment with the Company before December 31, 2008, other than for Good Reason, then the Executive will repay to the Company the full amount of the forgone Trinity Bonus which was so paid by the Company.