Payments/Consideration Sample Clauses

Payments/Consideration. Employee shall receive the following as consideration for Employee’s acceptance and execution of this Separation Agreement and Release. Employee acknowledges that each item listed constitutes special consideration in exchange for the promises made herein and that Xxxx was not otherwise obligated to provide these payments or benefits to Employee: a. Upon the receipt of an invoice detailing the charges, Xxxx will reimburse Employee for up to the amount of One Thousand, Five Hundred Dollars ($1,500) for legal services used by Employee in the negotiation and execution of this Separation Agreement and Release. b. Dana shall provide Employee with outplacement services in the U.S. at a cost of up to $15,000 to be direct billed to Xxxx with a firm that may be chosen by the Employee subject to Dana’s reasonable right of approval. c. Employee will receive a lump sum payment equal to fifty six weeks of base compensation with all deductions required by law. This payment will be made within 30 days after the expiration of the period for revocation described below in Paragraph 12 except that to the extent any part of this payment would be considered “deferred compensation” not exempt from the requirements of Section 409A of the Internal Revenue Code as referenced in Paragraph 11 below, that portion (if any) of the lump sum payment which exceeds the lesser of (A) two times the Employee’s annualized compensation from Xxxx for the 2007 calendar year, or (B) $460,000 (i.e. two times the annual limit on compensation as may be in effect under Section 401(a)(17) of the Internal Revenue Code for 2008), shall not be paid to Employee until six months and one day after the Employee’s termination date (or, if earlier, upon the Employee’s death).
Sample 1
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Payments/Consideration. In consideration of the terms, representations, promises, waivers and releases contained in this Agreement, and in accordance with (and in full satisfaction of) Section 7(b) of the Employment Agreement executed October 1, 2010, by Parent and Executive (the “Employment Agreement”), the Company will provide Executive with the following payments and benefits, conditioned upon Executive’s executing and not revoking this Agreement within the time period contemplated by Paragraph 4 hereof and returning it to the Company:
Sample 1
Payments/Consideration. Xx. Xxxxxxxx shall receive the following as consideration for Xx. Xxxxxxxx'x acceptance and execution of this Separation Agreement, General Release and Covenant Not to Xxx: a. Xx. Xxxxxxxx will receive as part of the Separation Pay, up to a maximum of eight months of pay (subject to all deductions currently authorized by Xx. Xxxxxxxx or required by law) in excess of that to which he would otherwise be entitled under the applicable Xxxx IPP plan and also payments based upon his 2005 target bonus. Xx. Xxxxxxxx will also receive continued health care and life insurance coverage under Dana's group benefit plans during the entire Separation Period so long as he makes the required payment of his share of the premiums. Xx. Xxxxxxxx will also receive payment based upon his projected 2005 target bonus, equal to 60% of his annual base salary.
Sample 1
Payments/Consideration. In addition, in consideration of the terms, representations, promises, waivers and releases contained in this Agreement, Company will provide Executive with the following benefits, conditioned upon Executive’s execution and return to Company of this Agreement:
Sample 1
Payments/Consideration. On the date of this Note and Agreement (the "Agreement"). Holder will, pursuant to the Acquisition Agreement, deliver to Company certificates representing JILP shares of common stock owned by Holder, duly endorsed for transfer or accompanied by a properly executed stock power. In consideration the Company shall deliver to the Holder this note.
Sample 1
Payments/Consideration. 4.1. License Upfront Payment (a) GRACELL shall pay to FUTUREGEN a license upfront fee (the “Upfront Payment”) of [***] dollars ($[***]) within [***] business days of the Effective Date.
Sample 1
Payments/Consideration. Mx. Xxxxxxx shall receive the following as his sole consideration for Mx. Xxxxxxx’x acceptance and execution of this Separation Agreement, General Release and Covenant Not to Sxx: a. While Mx. Xxxxxxx will not be eligible for Separation Pay pursuant to Dana’s Management Income Protection Plan, he will receive the Separation Pay as specified in Paragraph 1 above (subject to all deductions currently authorized by Mx. Xxxxxxx or required by law), which is in excess of any compensation to which he would otherwise be entitled in the circumstances. Mx. Xxxxxxx will also receive continued health care and life insurance coverage under Dana’s group benefit plans during the entire Separation Period, so long as he makes the required payment of his share of the premiums as currently required of him. Further, Mx. Xxxxxxx will receive such life insurance post retirement as provided for retirees pursuant to the Senior Management Life Insurance Plan. Mx. Xxxxxxx will also be receiving payment based upon his annual target bonus, equal to 60% of his annual base salary in a lump sum to be paid prior to March 15, 2006 as described in Paragraph 1. As additional consideration to Mx. Xxxxxxx he will also be eligible to receive a payment equal to the bonus for 2005 that would have been payable to him had he continued in active employment with Dxxx through the end of 2005, paid on a pro-rata basis, and based upon actual company performance during 2005 and in accordance with the 2005 bonus criteria applicable to him under Dana’s Additional Compensation Plan, based on the period that he actually worked in 2005 (which bonus will be payable in 2006, no later than such time as bonuses would be payable, if earned, to other participants in the Additional Compensation Plan but in any event prior to March 15, 2006).
Sample 1
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Payments/Consideration. In consideration for Executive signing this Agreement and a supplemental release agreement with a general release in the form attached as Exhibit B (“Supplemental Release”) upon his Separation Date reaffirming the obligations and general release in this Agreement, and complying with all of the terms and conditions in this Agreement and the Supplemental Release that apply to Executive, the Company agrees to the following:
Sample 1
Payments/Consideration 
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Related to Payments/Consideration

  • Cash Consideration In case of the issuance or sale of additional Shares for cash, the consideration received by the Company therefor shall be deemed to be the amount of cash received by the Company for such Shares (or, if such Shares are offered by the Company for subscription, the subscription price, or, if such Shares are sold to underwriters or dealers for public offering without a subscription offering, the public offering price), without deducting therefrom any compensation or discount paid or allowed to underwriters or dealers or others performing similar services or for any expenses incurred in connection therewith.

  • Payment of Consideration (a) Subject to surrender to the Depositary for cancellation of a certificate which immediately prior to the Effective Time represented outstanding Entrée Common Shares together with a duly completed and executed Letter of Transmittal and such additional documents and instruments as the Depositary may reasonably require, following the Effective Time the holder of such surrendered certificate shall be entitled to receive in exchange therefor, and the Depositary shall deliver to such holder, the Consideration which such holder has the right to receive under this Plan of Arrangement, less any amounts withheld pursuant to Section 4.4, and any certificate so surrendered shall forthwith be cancelled. (b) Until surrendered as contemplated by Section 4.1(a), each certificate that immediately prior to the Effective Time represented an Entrée Common Share shall be deemed after the Effective Time to represent only the right to receive, upon such surrender, the Consideration to which the holder thereof is entitled in lieu of such certificate as contemplated by Section 3.1 and this Section 4.1, less any amounts withheld pursuant to Section 4.4. Any such certificate formerly representing Entrée Securities not duly surrendered on or before the sixth anniversary of the Effective Date shall: (i) cease to represent a claim by, or interest of, any former holder of Entrée Securities of any kind or nature against or in Entrée or Spinco (or any successor to any of the foregoing); and (ii) be deemed to have been surrendered to Entrée and shall be cancelled. (c) No holder of an Entrée Security shall be entitled to receive any consideration with respect to such Entrée Securities other than the Consideration to which such holder is entitled in accordance with Section 3.1 and this Section 4.1 and, for greater certainty, no such holder will be entitled to receive any interest, dividends, premium or other payment in connection therewith.

  • Total Consideration The aggregate consideration (the "Consideration") payable by the Surviving Partnership in connection with the merger of the Merged Partnership with and into the Surviving Partnership shall be $9,580,000., subject to adjustments at Closing pursuant to Section 3.9 and costs paid pursuant to Section 3.10(c) and Section 3.11, plus the amount of any tax or other reserves held by the Existing Lender (hereinafter defined).

  • Earn-Out Consideration 2.1 As additional consideration for the Sale Shares, the Buyer shall pay to the Sellers (Earn-out Payment) an amount equal to 42.5% of EBITDA in respect of the Financial Period ending on the Reference Date, such payment to be calculated and paid in accordance with the remaining provisions of this Schedule. 2.2 For the purpose of calculating the Earn-Out Payment the Reference Date shall, subject to paragraph 2.3, be 31 July 2018 unless Xxxxx Xxxxxxxxx shall elect for 31 July 2016 or 31 July 2017 to be the Reference Date and such election has been made by notice in writing to the Buyer within the 3 month period following either 31 July 2016 or 31 July 2017. For the avoidance of doubt there may only be one Reference Date and one Earn-Out Payment. 2.3 In the event that Xxxxx Xxxxxxxxx shall resign as chief executive officer of the Company during the Earn-Out Period then, unless a Reference Date has already been fixed pursuant to and in accordance with paragraph 2.2, the Reference Date shall be the 31 July next following the effective date of Xxxxx Xxxxxxxxx ceasing to be the chief executive officer of the Company. 2.4 Any Earn-out Payment that the Buyer is required to pay pursuant to this Schedule shall be paid to the Sellers in cash in £ sterling within 10 Business Days of the amount of the Earn-Out Payment being agreed or determined in accordance with the provisions of this Schedule. Payment of any Earn-Out Payment in accordance with this clause shall be a good and valid discharge of the Buyer’s obligation to pay the sum in question and the Buyer shall not be concerned to see the application of the monies so paid. 2.5 Except as permitted under paragraph 8 of this Schedule, the Earn-Out Payment shall be paid without deduction set off or counter claim and if not paid in full on the due date the Earn-Out Payment shall bear interest at the rate of 4% per annum above the base lending rate of Lloyds Bank for the time being from the due date until the date of actual payment of the Earn-Out Payment.

  • General Considerations a. All reports, drawings, designs, specifications, notebooks, computations, details, and calculation documents prepared by Vendor and presented to the Board pursuant to this Agreement are and remain the property of the Board as instruments of service. b. All analyses, data, documents, models, modeling, reports and tests performed or utilized by Vendor shall be made available to the Board upon request and shall be considered public records. c. Vendor is required to: (i) keep and maintain public records required by Board; (ii) upon request from Board’ s custodian of public records, provide Board with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a reasonable or as otherwise provided by law; (iii) ensure that public records that are exempt or, confidential and exempt, from public records disclosure requirements are not disclosed except as authorized by law for the duration of this Agreement and following completion of this Agreement if Vendor does not transfer the records to Board; (iv) upon completion of this Agreement, transfer, at no cost, to Board all public records in possession of Vendor or keep and maintain public records required by Board. d. If Vendor transfers all public records to Board upon completion of this Agreement, Vendor shall destroy any duplicate public records that are exempt or, confidential and exempt, from public records disclosure requirements. If Vendor keeps and maintains public records upon completion of this Agreement, Vendor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to Board, upon request from Board’s custodian of public records, in a format that is compatible with the information technology systems of Board. e. Vendor shall keep all books, records, files, drawings, plans and other documentation, including all electronically stored items, which concern or relate to the services required hereunder (the “Records”), for a minimum of five (5) years from the date of expiration or suspension of this Agreement, or as otherwise required by any applicable law, whichever date is later. The Board shall have the right to order, inspect, and copy all the Records as often as it deems necessary during any such period-of-time. The right to audit, inspect, and copy Records shall include all of the records of sub-Vendors (if any). f. Vendor shall, at all times, comply with the Florida Public Records Law, the Florida Open Meeting Law and all other applicable laws, rules and regulations of the State of Florida. g. IF THE VENDOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE VENDORS’ DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT 000-000-0000, Sumter County Board of County Commissioners, 0000 Xxxxxx Xxxx, Wildwood, Florida 34785 or via email at Xxxxxxx@xxxxxxxxxxxxxx.xxx. h. Vendor shall, at all times, carry General Liability, and Worker’s Compensation Insurance pursuant to the insurance requirements in RFP 000-0-0000/JV, naming Board as both a certificate holder and an additional insured in each such policy. i. Upon Vendor’s written request, the Board will furnish, or cause to be furnished, such reports, studies, instruments, documents, and other information as Vendor and Board mutually deem necessary, and Vendor may rely upon same in performing the services required under this Agreement. j. Vendor is obligated by this agreement to comply with Section 20.055(5), Florida Statutes. k. Any entity or affiliate who has had its Certificate of Qualification suspended, revoked, denied or have further been determined by the Department to be a non-responsive contractor may not submit a bid.

  • Non-Cash Consideration In the case of the offering of securities for a consideration in whole or in part other than cash, including securities acquired in exchange therefor (other than securities by their terms so exchangeable), the consideration other than cash shall be deemed to be the fair value thereof as determined by the Board of Directors; provided, however, that such fair value as determined by the Board of Directors shall not exceed the aggregate market price of the securities being offered as of the date the Board of Directors authorizes the offering of such securities.

  • OPTION CONSIDERATION As consideration for this Option to Purchase Agreement, the Buyer/ Tenant shall pay the Seller/Landlord a non-refundable fee of Dollars ($ ), receipt of which is hereby acknowledged by the Seller/Landlord. This amount shall be credited to the purchase price at closing if the Buyer/Tenant timely exercises the option to purchase, provided that the Buyer/Tenant: (a) is not in default of the Lease Agreement, and (b) closes the conveyance of the Property. The Seller/Landlord shall not refund the fee if the Buyer/Tenant defaults in the Lease Agreement, fails to close the conveyance, or otherwise does not exercise the option to purchase.

  • Consideration Payment 5.1 In consideration of the Company’s Services, the Client shall pay to the Company the Consideration to be stipulated in the Termsheet and all reasonable out of pocket expenses (if any) in accordance with the commercial terms and payment terms as detailed in the Separate Agreement. 5.2 The Company shall send its staff to check for the quality of completion of the Project(s) together with the Client. The Client shall pay for the Company’s Services within 90 days upon the completion of the Project(s) to the satisfaction of the Client. 5.3 The Company shall be entitled to the receivables from the Client for the percentage of Work completed. The date of payment of such Work is stated in the Termsheets and unless the Company is not satisfied with the quality of Work completed and/or the Client has not fulfilled the terms and conditions specified under the Termsheets.

  • Settlement Consideration In consideration of the full settlement, satisfaction, compromise and release of the Released Plaintiffs’ Claims, an aggregate $115 million in cash (the “Escrow Amount”) shall be paid on behalf of the Settling Defendants to Freeport by the D&O Carriers. The Settling Defendants shall cause the Escrow Amount to be deposited by the D&O Carriers into an interest-bearing escrow account controlled by an agreed upon representative of Plaintiffs and of the Settling Defendants (the “Escrow Account”) within fifteen (15) business days after the Stipulation is submitted to the Court. Upon the Effective Date, the Escrow Amount, together with any and all interest thereon, shall be paid to Freeport from the Escrow Account. For the avoidance of doubt, the Settling Defendants shall have no obligation to deposit any portion of the Escrow Amount into the Escrow Account but shall have an obligation to take all reasonably available steps to seek to cause the D&O Carriers to deposit the Escrow Amount into the Escrow Account.

  • Share Consideration Nation Energy Inc., a Wyoming corporation, has agreed to issue on December 17, 2015 600,000,000 of its common shares (the Share Consideration) to Paltar, and Paltar has agreed to certain restrictions on the transfer of such shares, under the terms of the Third Amended and Restated Letter Agreement, dated 30 August 2015 between Nation Energy Inc. and Paltar (the Letter Agreement), in the event that an Exchange Transaction (as defined in the Letter Agreement) has not been consummated on or before December 16, 2015.

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