Set-Off in Lieu of Separate Compensation Sample Clauses

Set-Off in Lieu of Separate Compensation. Buyer or SFX may, at any time, elect to set off any amounts payable by Seller or the Signing Partners pursuant to this Agreement against any amount set forth in Section 3.1 or any other amounts payable by Buyer or SFX to the Signing Partners or to Seller. If Buyer or SFX elects such set-off with respect to any amount payable by the Signing Partners, Buyer or SFX shall deliver, along with or prior to such payment by Buyer or SFX, a written notice of such set-off and the amount and nature thereof. Such set-off shall be in lieu of Buyer's or SFX's right to receive indemnification or other compensation from Seller or the Signing Partners for any amounts set off, but shall not affect the parties' right to receive any other payments due under this Agreement.
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Set-Off in Lieu of Separate Compensation. Buyer or SFX may, at any time, elect to set off any amounts payable by Seller or the Signing Stockholders pursuant to this Agreement or pursuant to the Other Agreements against any amount set forth in Section 3.1 or any other amounts payable by Buyer or SFX to the Signing Stockholders or to Seller. If Buyer or SFX elects such set-off with respect to any amount payable by the Signing Stockholders, Buyer or SFX shall deliver, along with or prior to such payment by Buyer or SFX, a written notice of such set-off and the amount and nature thereof. Such set-off shall be in lieu of Buyer's or SFX's right to receive indemnification or other compensation from Seller or the Signing Stockholders for any amounts set off, but shall not affect the parties' right to receive any other payments due under this Agreement. For purposes of this Section 12.5, shares of Class A Common Stock of SFX shall be valued as set forth in Section 12.7(d).
Sample 1

Related to Set-Off in Lieu of Separate Compensation

  • Affiliate Compensation Except as set forth above in this Section 3.7, the Company shall not pay any Initial Stockholder or any of their affiliates any fees or compensation from the Company, for services rendered to the Company prior to, or in connection with, the consummation of a Business Combination; provided that the Initial Stockholders shall be entitled to reimbursement from the Company for their reasonable out-of-pocket expenses incurred in connection with seeking and consummating a Business Combination.

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

  • Separation Compensation In exchange for your agreement to the general release and waiver of claims and covenant not to sue set forth below and your other promises herein, the Company agrees to provide you with the following:

  • Severance Compensation In the event (i) Employee terminates this Agreement for Good Reason in accordance with Paragraph 11.3 hereof; (ii) Employee is terminated for any reason (except death or disability) upon, or within six months following, a "Change in Management or Control (as such term is defined in Paragraph 11.5 hereof);" or (iii) Employee is terminated without Cause, the Company shall be obligated to pay severance compensation to Employee in an amount equal to his salary compensation (at the rate payable at the time of such termination) for a period of six (6) months from the date of termination. Notwithstanding the foregoing, if Employee is employed by a new employer, or as a consultant after the termination of this Agreement, the severance compensation payable to Employee hereunder shall be reduced by the amount of compensation that Employee actually receives from the new employer, or as a consultant. However, Employee shall have a duty to inform the Company that he has obtained such new employment, and the failure to do so is a material breach of this Agreement. In such event, the Company shall be entitled to (i) cease all payments to Employee under this Paragraph 11.4; and (ii) recover any unauthorized payments to Employee in an action for breach of contract. Notwithstanding anything else in this Agreement to the contrary, solely in the event of a termination upon or following a Change in Management or Control, the amount of severance compensation paid to Employee hereunder shall not include any amount that the Company is prohibited from deducting for federal income tax purposes by virtue of Section 280G of the Internal Revenue Code of 1986, as amended, or any successor provision. In addition to the foregoing severance compensation, the Company shall pay Employee (i) all compensation for services rendered hereunder and not previously paid; (ii) accrued vacation pay; and (iii) any appropriate business expenses incurred by Employee in connection with his duties hereunder and approved pursuant to Section 4 hereof, all through the date of termination. Employee shall not be entitled to any bonus compensation, whether vested or unvested; or any other compensation, benefits or reimbursement of any kind.

  • Management Fees and Compensation No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, pay any management, consulting or similar fees to any Affiliate of any Credit Party or to any officer, director or employee of any Credit Party or any Affiliate of any Credit Party except:

  • Consulting Compensation In consideration for the services to be provided by the Consultant pursuant to Section 1, above, the Consultant shall be compensated as follows:

  • Basic Compensation (a) SALARY. Executive will be paid an annual base salary of $115,000.00, subject to adjustment as provided below (the "Salary"), which will be payable in equal periodic installments according to Employer's customary payroll practices, but no less frequently than monthly. The Salary will be reviewed by the Board of Directors not less frequently than annually, and shall be increased on each anniversary of the Effective Date during the term hereof by an amount equal to not less than ten percent (10%) of the prior year's base salary.

  • Compensation of the Executive 3 4. Termination..............................................................4 5.

  • Cash and Incentive Compensation For clarification, it is understood by all parties that other than as specified herein, the Company is not obligated to award any future grants of stock options or other form of equity compensation to Executive during Executive's employment with the Company.

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