Sale Bonus Payments. With respect to each agreement listed on SCHEDULE 6.10, Moog shall pay, or cause to be paid, on behalf of Kaydon, the sale bonuses payable under each such agreement to the parties entitled thereto, in each case in accordance with the terms of the applicable agreement. Promptly following Kaydon's receipt of proof of payment satisfactory to Kaydon in its sole discretion, Kaydon shall reimburse Moog for all sale bonus payments actually paid under this SECTION 6.10.
Sale Bonus Payments. 24 4.4 Advances; Loans...........................................24
Sale Bonus Payments. The Seller shall, prior to or concurrently with the Closing, pay all amounts required to be paid as of the Closing Date pursuant to the Sale Bonus Payments described under the heading "Sale Bonus" on SCHEDULE 2.28.
Sale Bonus Payments. Section 3.10(m) of the Disclosure Schedule sets forth a preliminary, good faith estimate of the amount to be owed by the Acquired Companies as a result of the consummation of the Contemplated Transactions to each of Xxxx Xxxxxx, Xxxxx Xxxxx and Xxx Xxxxxxx pursuant to his Sale Participation Agreement. ERISA Affiliates. Section 3.10(n) of the Disclosure Schedule sets forth a list of each ERISA Affiliate of each of the Acquired Companies (except, with respect to any Acquired Company, for any other Acquired Companies which are ERISA Affiliates of such Acquired Company). Except as set forth in Section 3.10(n) of the Disclosure Schedule, no Target Benefit Plan is, and none of the Acquired Companies nor any ERISA Affiliate thereof contributes to, has ever contributed to or has any liability or obligation, whether actual or contingent, with respect to (i) any “multiple employer plan” (within the meaning of Section 413(c) of the Code), or (ii) any "multiple employer welfare arrangement" (within the meaning of Section 3(40) of ERISA).
Sale Bonus Payments. 33 6.11 Certain Patent..................................................................... 33
Sale Bonus Payments. As of the Closing, the Company, Deflecto, LLC (“Deflecto”) and each Sale Bonus Recipient have entered into a Cancellation Agreement, pursuant to which, among other things, the Company, Deflecto and each such Sale Bonus Recipient have acknowledged and confirmed the Maximum Sale Bonus Amount payable to such Sale Bonus Recipient and the calculation conducted by the Company and Deflecto to determine such Maximum Sale Bonus Amount. The Parties acknowledge and agree that, pursuant to the terms of the Cancellation Agreements and this Agreement, (a) a portion of the Maximum Sale Bonus Amount shall be paid by a Company Group Member to such Sale Bonus Recipient at or shortly following Closing (collectively, the “Closing Bonus Payments”), and (b) in each event where any Escrow Amounts are released (as and to the extent permitted in this Agreement and the Escrow Agreement) from any Escrow Account for payment to the Sellers’ Representative (each a “Seller Escrow Payment”), a portion of such Seller Escrow Payment (such portion to be the sum of all amounts payable to Sale Bonus Recipients in respect of such Seller Escrow Payment calculated and determined by the Sellers’ Representative pursuant to the terms of the respective Cancellation Agreements), together with the employer’s portion of any applicable Taxes, shall instead be paid to the Purchaser (or at Purchaser’s direction, to the applicable Company Group Member) for further payment to the applicable Sale Bonus Recipient through a Company Group Member’s payroll system or via an IRS Form 1099 as soon as reasonably practicable following the Purchaser’s (or Company Group Member’s) receipt thereof (collectively, the “Post-Closing Bonus Payments”). Prior to such release from Escrow Amounts, Sellers’ Representative shall deliver written notice to the Purchaser of each of the recipients and amounts of each such Post-Closing Bonus Payment (and the calculation of each individual payment). To effect the release of any Post-Closing Bonus Payments, together with the employer’s portion of any applicable Taxes, to Purchaser (or at Purchaser’s direction, a Company Group Member) as described herein, the amounts of such Post-Closing Bonus Payments, together with the employer’s portion of any applicable Taxes, shall be specified by the Sellers’ Representative and the Purchaser in the joint written instructions delivered to the Escrow Agent in connection with the release of such amounts. For the avoidance of doubt, the Sellers’ Represe...
Sale Bonus Payments. As additional incentive to GRPX Live, provided that certain Master Franchise Agreement (in the form attached hereto as Exhibit 1.5.2) is executed by [*] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. DB2/ 42652053.3
Sale Bonus Payments. The Company shall make the Sale Bonus Payments immediately prior to the Closing.
