Payments and Term. 4.1 Without derogating from the provisions hereunder relating to Default and Conversion and the provisions of Section 8 of the Loan Agreement, the Loan shall be immediately repayable upon the occurrence of the earlier of the following events: (a) a merger of the Company or sale of all or substantially all of the shares or assets of the Company (unless the Lender elects to perform a Conversion) (a "Sale"), or (b) the third anniversary of receipt of the Principal Amount by the Company (the earlier to occur of the aforesaid, the "Repayment Date"). The Company shall provide ten (10) business days notice prior to any repayment, during which time the Lender may elect to perform a Conversion.
4.2 Should there occur a Conversion with respect to the amounts owing hereunder, this Promissory Note and the Company's obligation of repayment hereunder shall automatically be deemed null and void concurrent with the Conversion.
4.3 All payments hereunder shall be applied (i) first to any fees, expenses or other amounts reasonably incurred by and due to Lender or the Collateral Agent in accordance with this Promissory Note or any other Transaction Document in case of a Default, (ii) next to any accrued and unpaid interest, and (iii) lastly to the outstanding Principal Amount.
4.4 If the shares of the Company have traded for 60 Trading Days (as defined in the Loan Agreement), at a price of US$1.50 per share or higher, with an average trading volume of 100,000 shares per Trading Day, (subject to any Recapitalization Event, as defined below), then the Company may provide the Lender with written notice requesting the Lender to accept repayment or convert the Loan (the "Company Request"). The Company Request shall offer to repay the Loan in full in to the Lender, twenty-one (21) days after the Company Request is delivered ("Action Date"). If, prior to the Action Date, the Lender does not deliver to the Company (i) a written notice requesting repayment of the Loan in full, or (ii) a Conversion Notice, then the amount of the Loan then outstanding under this Promissory Note shall automatically become an interest free, non-convertible loan repayable at the time set forth in Section 4.1 or 6 of this Promissory Note, and shall cease to be a secured loan on the date 12 months after the date of the Company Request.
Payments and Term. Principal and interest shall be due and payable as follows:
(a) A payment of all interest to accrue hereon from the Disbursement Date to and including the last day of the month during which the Disbursement Date occurs shall be due and payable on the Disbursement Date. For purposes hereof, the "Disbursement Date" shall be the date on which disbursement of loan proceeds occurs.
(b) Monthly payments of principal and interest in the sum of Sixty-four Thousand Eight Hundred Ninety-one and No/100 Dollars ($64,891.00) each shall be due and payable on the first day of each calendar month, commencing on the first day of the second calendar month following the Disbursement Date and continuing on the first day of each calendar month thereafter to and including December 1, 1997.
(c) Monthly payments of principal and interest in that amount which would be sufficient to amortize the then- remaining principal balance hereon as of December 1, 1997, at the interest rate over an amortization period of five (5) years shall be due and payable beginning with the monthly payment due on January 1, 1998, and continuing on the first day of each calendar month thereafter to and including November 1, 2002.
(d) The entire indebtedness evidenced by this Note, if not sooner paid, shall be due and payable on November 30, 2002, the Maturity Date. All payments on account of the indebtedness evidenced by this Note shall be first applied to interest, costs and prepayment fees (if any) and then to principal. Interest shall be computed on the basis of a 360-day year consisting of twelve 30-day months, except that interest for a portion of a month (such as may be required under paragraph 3 (a) above) shall be computed on the basis of a 365-day year (or a 366-day year during a leap year).
Payments and Term. Benefits payable under the Program shall be made in equal monthly installments, shall be made for Naples' life only, and shall terminate on the first day of the month following Naples' death. The payment of benefits under this Program shall commence on the first day of the month (the "Payment Commencement Date") subsequent to the later of: (a) the termination of Naples' employment with the Company; or (b) Naples' attainment of age 65; provided, however, in the event Naples elects to terminate his employment with the Company pursuant to any early retirement provision of any qualified retirement plan sponsored by the Company, the benefits payable under this Program shall commence on the first day of the month subsequent to the date of early retirement. In the event the payment of benefits under the Program shall commence either prior to or subsequent to Naples' attainment of age 65, such benefits shall be adjusted in accordance with the actuarial assumptions utilized in the administration of the Company's defined benefit pension plan as in existence on the date of benefit commencement.
Payments and Term. Member agrees to pay the Total Due Today upon signing this Contract. It is Member’s responsibility to notify Company in writing of any changes in banking or credit card information used for automatic payments. Member agrees to pay a twenty-five ($25.00) dollar fee for insufficient funds or returned checks. Members agrees that all late and administrative fees may be automatically withdrawn from the account Member has indicated herein. Member may change his or her membership type by signing a new contract.
Payments and Term. 1.1. The Company shall pay the sum of US$100,000 to Employee upon execution of this Agreement and the Release attached hereto as Appendix II.
1.2. The term (“Term”) of this Agreement shall commence on January 16, 2003 and shall remain in effect until the earlier of (a) January 15, 2005 or (b) until terminated as hereinafter provided.
1.3. Employee shall be paid a monthly salary of US$16,666.67 and shall be entitled to participate in all Company benefit plans in effect from time to time. Except as set forth on Exhibit A, The Fringe Benefit List, attached hereto and made a part hereof, there are no benefits payable or available to Employee that are not payable to all employees of the Company generally.
1.4. Subject to clauses 1.5, 1.6 and 3, the Employee shall be entitled to a lump-sum payment in an amount equal to US$200,000 (the “Termination Payment”) within 15 days of the termination of employment during the term hereof, and all of Employee’s stock options which would have vested within 18 months of the date of termination of employment shall immediately vest in full and, notwithstanding anything to the contrary contained in any other document, be fully exercisable for a period of one year.
1.5. The Termination Payment shall be in full and final settlement of any rights, payments or benefits to which the Employee is entitled under any other agreement or arrangement pursuant to which he is employed by the Company or any of its subsidiaries or affiliates other than:
1.5.1. benefits pursuant to any life, disability, health, or other insurance policy or benefit plan provided by the Company;
1.5.2. stock options issued to Employee pursuant to any stock option plan of Peak International Limited, (“PEAK”) an affiliate of the Company.
1.6. The Employee shall not be entitled to the Termination Payment if employment is terminated in any of the following circumstances (the Employee being entitled, in such Employment Agreement January 16, 2003 circumstances, only to payment for accrued and unused vacation, any payments to which he is otherwise entitled pursuant to life, disability, health or other insurance plan, and to exercise any stock option to the extent otherwise vested and exercisable under the terms of such plan and stock option agreements):
1.6.1. the conviction of the Employee of a felony involving dishonesty;
Payments and Term. GFC will deliver, install, and implement the Solutions in accordance with this Supplement. The Term of this Supplement begins after all Solution(s) subject to this Supplement have been installed and implemented (the “Term Commencement Date”). Upon completion of installation and implementation of all Solutions subject to this Supplement, GFC will provide you with your first invoice, which may include amounts due for the time any Solutions were installed and implemented prior to the Term Commencement Date, and prorated amounts for any partial monthly billing periods. Base Payments will be due and payable in advance on the same day of each month, unless otherwise provided herein or as invoiced by GFC, until the total number of Payments under this Supplement have been made, including any and all charges per image, at the applicable fee per image for each black & white or color image. This Supplement is non-cancellable by you for the Term stated above. Annually, GFC may increase the base payment, the fee per image for each image type, and the Charge per Image for Overage.
Payments and Term. 1.1. You agree to pay the Owner the Payments specified in the Schedule for the entire Term of this Agreement.
1.2. The whole of the Total Payments is due on the Commencement Date, but the Owner agrees that provided you pay to the Owner the Payments in instalments specified in the Schedule upon the due dates specified, without abatement, deduction or set off, the Owner will accept payment by such instalments.
1.3. If at any time an applicable law obliges you to make a deduction or withholding in respect of taxes (including a levy, duty or charge, together with any related interest, penalty, fine or other charge) from a payment to the Owner under this Agreement, you: (a) must notify the Owner of the obligation promptly after you become aware of it, (b) must ensure that the deduction or withholding does not exceed the minimum amount required by law, (c) must pay to the relevant government agency on time the full amount of the deduction or withholding and promptly deliver to the Owner a copy of any receipt, certificate or other proof of payment, and (d) must indemnify the Owner against the deduction or withholding by paying to the Owner, at the time that the payment to the Owner is due, an additional amount that ensures that, after the deduction or withholding is made, the Owner receives a net sum equal to the sum that it would have received if the deduction or withholding had not been made.
1.4. You must make all payments to such place (being initially the office of the Owner) and in such manner (including, without limitation, by direct debit authority) as the Owner may from time to time in writing direct (including to any assignee of the Owner).
1.5. Where this Agreement covers more than one item of Goods and delivery of such items is not on the same day, at the Owner's option, the Total Payments stated in the Schedule may be modified by the Owner after each delivery date and the Payments and the rental period for each item shall be calculated as from the date of delivery of that item.
1.6. The Term of this Agreement commences on the Commencement Date and may be terminated upon the expiration of the number of months reflected in the Term specified in the Schedule subject to clause 7 hereof.
1.7. The operation of this clause is subject to the conditions contained in clause 9A hereof.
Payments and Term. The Loan and interest thereon shall be due and payable in monthly installments of Forty-Six Thousand Five Hundred Seventy-One Dollars Seventeen Cents ($46,571.17) per month, commencing on December 1, 1999, and continuing on the first day of each and every month thereafter until November 1, 2014 (the "Maturity Date"), on which Maturity Date all principal and interest then remaining unpaid under the Note shall be due and payable in full. Interest for the partial month in which the Loan is made shall be due and payable as of the date the Loan is made. Monthly installments of principal and interest are calculated on a thirty (30) year amortization schedule at the Interest Rate. All amounts payable by Borrower on or with respect to the Loan or pursuant to the terms of any other Loan Documents, shall be paid in lawful money of the United States of America to Lender, in same day funds, not later than 1:00 p.m. (California time) on the date due.
Payments and Term. Subject to and in accordance with the terms and provisions contained in this Agreement, during the Term (as defined below), the Company agrees to pay L-1 (or at L-1’s written request pay the Landlord directly) all costs and expenses associated with occupying and operating the Premises, including but not limited to future leasehold improvements, insurance, taxes, rent and all other charges payable by L-1 to the Landlord to the extent required by the terms and provisions contained in the Lease, including but not limited to Sections 4, 6, 7, 8 and 9 thereof; provided, however, that the Company shall not be responsible for charges payable by L-1 to the Landlord to the extent that such charges are the result of a failure by L-1 to timely make any payment due under the Lease (provided the Company has timely performed its obligations under this Agreement) or any breach by L-1 or any of the L-1 Related Parties (hereinafter defined) of the terms and provisions contained in the Lease or this Agreement. The “Term” shall commence at the Effective Time (as defined in the Agreement and Plan of Merger, dated as of January 11, 2006, by and among the Company, VIDS Acquisition Corp. and Identix Incorporated) and continue until the first to occur of (a) the expiration or termination of the Lease or (b) unless otherwise agreed to by L-1, as promptly as practicable but in no event later than sixty (60) days following the date upon which Xxxxxx X. XxXxxxx ceases to be employed by the Company for any reason.
Payments and Term. The Supplemental Retirement Income Benefit shall be paid in equal monthly installments, shall be paid for Naples’ life only, and shall terminate on the first day of the month following Naples’ death (a “Single Life Annuity”). Notwithstanding the foregoing, Naples may make an irrevocable election, prior to Separation from Service and in accordance with procedures established by the Committee, to receive the Supplemental Retirement Income Benefit (i) in the form of Three Installments in the event Naples so elects in 2008 and incurs a Separation from Service on account of Retirement or a Severance Event (as such terms are defined in the Agreement), or (ii) in the form of a Joint and Survivor Annuity. For purposes of this Program, Three Installments shall mean three payments with the first such installment to be paid to Naples on the date that is six months after Separation from Service (or, if such day is not a business day, the next business day) and the remaining two installments to be paid to Naples on the first and second anniversaries of Separation from Service (or the next business day if such anniversary is not a business day). For purposes of determining the amount of the installments, the actuarial equivalent present value as of Separation from Service of the benefit otherwise payable to Naples under the Program in the form of a Single Life Annuity commencing at Separation from Service shall be determined, and the installments shall be the actuarial equivalent of such present value. For this purpose, actuarial equivalent shall be determined using the applicable interest rate under Code §417(e)(3) and, for purposes of determining present value (and not the amount of the installments), the applicable mortality table under Code §417(e)(3), in both cases prior to amendment by the Pension Protection Act of 2006 if the Separation from Service is prior to December 1, 2008, consistent with the methodology shown in Exhibit A to the Agreement. In the event Naples makes a timely election to receive his benefit under the Program in the form of Three Installments and dies after his Separation from Service and before the Three Installments have been paid, the installments not paid to Naples shall be paid to his Beneficiary. For this purpose, Beneficiary shall mean (a) the person or persons designated by Naples to receive any such remaining installments on Naples’ death, such designation to be in a writing filed by Naples with the Company’s human resources departme...
