Non-Compete Payments. In consideration of the covenants contained herein, including the three (3) year period of non-competition following Employee’s employment, the Company agrees that, in the event Employee is terminated without just cause, Company will compensate Employee as follows:
Non-Compete Payments. The Non-Compete Payments shall be paid quarterly to Mikelsons beginning September 1, 2006 and on each December 1, March 1, June 1 and September 1 thereafter until paid in full. All Non-Compete Payments shall be paid as a credit against the JGM Obligations (as defined below). The Non-Compete Payments shall be deemed fully earned in the event of Mikelsons’ death during the Non-Compete Term, with any remaining Non-Compete Payments owed to him to be applied to the JGM Obligations. Mikelsons acknowledges and affirms that (i) he is indebted to one or more members of the ATA Group, as affirmed in that certain letter agreement dated as of October 26, 2004 (the “JGM Debt Agreement”), in the initial principal amount of Six Hundred Fifty-three Thousand Two Hundred Twenty-five Dollars and Nine Cents($653,225.09) (the “JGM Obligations”), and (ii) nothing herein shall alter the repayment terms or obligations of Mikelsons with respect to the JGM Obligations, except as contemplated by the payment of the Non-Compete Payments as credits to be applied to the JGM Obligations. The ATA Group represents and agrees that all payments under the JGM Debt Agreement have been made as agreed prior to the date of this Agreement and that, as of July 31, 2005, the outstanding principal balance of the JGM Obligations is Six Hundred Twelve Thousand Two Hundred Twenty-five Dollars and No Cents ($612,285). Each member of the ATA Group, respectively, expressly agrees and acknowledges that the obligations of each member of the ATA Group under this Agreement shall in no way depend on the continued existence, operation or solvency of any other member of the ATA Group.
Non-Compete Payments. Sellers and Nextera shall have made all non-compete payments listed on Schedule 9.19, in each case subject to Sellers' receipt of the Purchase Price.
Non-Compete Payments. From and after the Closing Date, Airgas shall be responsible for paying any outstanding amounts required to be paid under any covenants not to compete transferred to the Purchasers as part of the Purchased Assets, up to a maximum amount of $450,000. The Seller shall reimburse Airgas for any payments required to be made by Airgas under such covenants in excess of $450,000.
Non-Compete Payments. (i) As partial consideration for the agreements and covenants of the Shareholders and the Company set forth in this Section 9.03, upon the terms and subject to the conditions of this Agreement, if the term of the Maintenance Fee Agreement is extended beyond March 31, 2005 (the portion of the extended term beginning on April 1, 2005 through the newly-extended termination date of the Maintenance Fee Agreement being the “Extended Term”), then the Purchaser shall make payments to the Company as follows. During the Extended Term, within 30 days after a payment received by the Purchaser from Avaya under the Maintenance Fee Agreement with respect to services provided by the Purchaser during the Extended Term becomes non-refundable and non-disgorgeable by the Purchaser, the Purchaser shall pay to the Company (each such payment being a “Non-Compete Payment”), by wire transfer of immediately available funds, an amount equal to 20% of each such payment that is actually received by the Purchaser. For the avoidance of doubt, no Non-Compete Payments shall be made in respect of any payments received by the Purchaser for services or maintenance provided outside of the Extended Term, even if such payments are actually received by the Purchaser during the Extended Term.
Non-Compete Payments. In consideration of the covenants contained herein, including the three (3) year period of non-competition following Employee’s employment, the Company agrees that, in the event (a) Employee is terminated without just cause, (b) Employee voluntarily terminates his employment with Company, or (c) Employee’s May 1st 2002 Employment Agreement is not renewed on terms at least as beneficial as those received by Employee as of October 31st , 2004, that Company will compensate Employee upon such “separation from service” as defined in Code Section 409A as follows, but subject to Section 11 hereof:
Non-Compete Payments. In the event of death or disability of Advisor, as defined in paragraph 4.2 above, the non-compete payments described in Section 6 will continue to be made to the beneficiary of Advisor or to the Advisor’s conservator.
Non-Compete Payments from Section 3.7 of the Severance Agreement, to the extent Section 3.2 of the Severance Agreement applies, and (B) add timing of payment and determine whether the six month delay in Section 3.8 of the Severance Agreement applies.] ______ Initials The [Severance and Non-Compete] or [Non-Compete] Payments described herein shall be the only severance and/or non-compete amounts paid by or on behalf of Company, and no interest on this amount shall be paid. Executive acknowledges and agrees that the payments described above are the amounts payable to Executive pursuant to the Severance Agreement and that he is not entitled to any other severance and/or non-compete benefits under the Severance Agreement or any other severance and/or non-compete plan or agreement. [Executive otherwise acknowledges hereby the receipt of all wages and other compensation or benefits to which Executive is entitled as a result of Executive’s employment with Company through the Termination Date.]1
Non-Compete Payments. In exchange for Secchia's agreements and obligations under this Section 2, Secchia will receive a payment of Twelve Thousand Five Hundred Dollars ($12,500.00) per month for the term of the Non-Compete Period, subject to earlier termination upon the death or Disability of Secchia. Disability shall mean a physical or mental injury or illness that totally and permanently renders Secchia unable to perform all of the functions called for under this Agreement.
Non-Compete Payments. In consideration of Employee's covenants in §9 hereof, Employee shall receive from Employer, until May 25, 2009, non-compete payments (the "Non-Compete Payments") at an annual rate of $108,000 paid in equal installments in accordance with the Employer's then current payroll practices (i.e., Employee will receive a total of $540,000 in consideration of such covenants, paid ratably over five years in accordance with Employer's normal payroll practices). Notwithstanding anything in this Agreement to the contrary, the Employer shall pay the Non-Compete Payments to Employee in accordance with this §4(d) regardless of whether the Employee's employment is terminated pursuant to §6 (so long as Employee is in compliance with the covenants set forth in §9); provided, however, that the Employee shall not be entitled to receive any Non-Compete Payments after May 25, 2009.
