Present and Reasonably Equivalent Value Sample Clauses

Present and Reasonably Equivalent Value. The transactions contemplated by this Agreement are intended by the parties to be a contemporaneous exchange between the Seller and the Purchaser and will be accomplished at Closing Date contemporaneously. To the extent that Purchaser has assumed any obligations of the Seller and the Stockholders under this Agreement, the assumption of the obligations at Closing Date shall be regarded as a contemporaneous exchange for the transfer of assets as described in this Agreement. The transactions contemplated by this Agreement represent a regularly conducted, noncollusive sale, and have been negotiated by the parties and their respective professional advisors in an arm's-length manner with due regard for the respective obligations of the parties and value of the assets transferred.
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Present and Reasonably Equivalent Value. The transactions contemplated by this Agreement are intended by the parties to be a contemporaneous exchange between Seller and Buyer. The transactions contemplated by this Agreement represent a regularly conducted, non-collusive sale and have been negotiated by the parties and their respective professional advisors in an arm's-length manner with due regard for the respective obligations of the parties and value of the Assets.
Sample 1

Related to Present and Reasonably Equivalent Value

  • Negotiated Funding Amount, Board Contributions 4.1.1 Each Board shall pay an amount equal to 1/12th of the annual negotiated funding amount as described in 4.1.3 to the Trustees of the OECTA ELHT by the last day of each month from and after the Board’s Participation Date.

  • Cash Compensation The Company shall pay to the Executive compensation for his services during the Contract Period as follows:

  • Termination Compensation Termination Compensation equal to two (2) times the Executive's Base Period Income shall be paid to the Executive in a single sum payment in cash on the thirtieth (30th) business day after the later of (a) the Control Change Date and (b) the date of the Executive's employment termination; provided that if at the time of the Executive's termination of employment the Executive is a Specified Employee, then payment of the Termination Compensation to the Executive shall be made on the first day of the seventh (7th) month following the Executive's employment termination.

  • Cash and Incentive Compensation (a) All payments referenced in this Agreement are subject to applicable tax withholdings and authorized or required deductions.

  • Special Compensation The Company shall pay to the Executive a lump sum equal to three times the sum of (a) the highest per annum base rate of salary in effect with respect to the Executive during the three-year period immediately prior to the termination of employment plus (b) the Highest Bonus Amount. Such lump sum shall be paid by the Company to the Executive within ten business days after the Executive's termination of employment, unless the provisions of Section 3(e) below apply. The amount of the aggregate lump sum provided by this Section 3(c), whether paid immediately or deferred, shall not be counted as compensation for purposes of any other benefit plan or program applicable to the Executive.

  • Welfare, Pension and Incentive Benefit Plans During the Employment Period, Executive (and his eligible spouse and dependents) shall be entitled to participate in all the welfare benefit plans and programs maintained by the Company from time-to-time for the benefit of its senior executives including, without limitation, all medical, hospitalization, dental, disability, accidental death and dismemberment and travel accident insurance plans and programs. In addition, during the Employment Period, Executive shall be eligible to participate in all pension, retirement, savings and other employee benefit plans and programs maintained from time-to-time by the Company for the benefit of its senior executives, other than any annual cash incentive plan.

  • Recovery of Bonus and Incentive Compensation Any bonus and incentive compensation paid to you during a CPP Covered Period is subject to recovery or “clawback” by the Company if the payments were based on materially inaccurate financial statements or any other materially inaccurate performance metric criteria.

  • Final Compensation Final Compensation for an employee, who is employed by the State for the first time and becomes a member of CalPERS prior to January 15, 2011, is based on the highest average monthly pay rate during twelve (12) consecutive months of employment. Final Compensation for an employee, who is employed by the State for the first time and becomes a member of CalPERS on or after January 15, 2011, is based on the highest average monthly pay rate during thirty-six (36) consecutive months of employment.

  • Retirement Bonus 22:01 Employees retiring in accordance with the following:‌ (a) Retire at age sixty-five (65) years; or (b) Retire after age sixty-five (65) years; or (c) Have completed at least ten (10) years continuous employment and retire after age fifty-five (55) years but before age sixty-five (65) years; (d) Employees who have completed at least ten (10) years continuous service with the Employer, whose age plus years of that service equal eighty (80); shall be granted retirement bonus on the basis of four (4) days per year of employment.

  • Bonus and Incentive Compensation Executive shall be entitled to equitable participation in incentive compensation and bonuses in any plan or arrangement of the Bank or the Company in which Executive is eligible to participate. Nothing paid to Executive under any such plan or arrangement will be deemed to be in lieu of other compensation to which Executive is entitled under this Agreement.

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