Settlement Consideration from Ally Clause Samples

Settlement Consideration from Ally. In consideration of the settlement reflected in this Agreement (including Paragraph 5), Ally will provide the following:
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Related to Settlement Consideration from Ally

  • Settlement Consideration 4.1 Subject to the procedures in Sections 6 and 7 below, and in compromise of disputed claims and in consideration of this Agreement, as well as additional consideration described in this Agreement, the Parties have agreed that in exchange for a release by the Releasing Persons of the Released Persons of Released Claims, entry of Final Judgment as contemplated herein, and dismissal with prejudice of the Action, Defendant shall make the following payments: 4.1.1 Subject to the terms, limits, conditions, coverage limits, and deductibles of policies, Class Members who timely file valid Claim Forms by the Claims Deadline will be paid Claim Settlement Payments in an amount equal to the Nonmaterial Depreciation that was withheld from ACV Payments and not subsequently paid; 4.1.2 For Class Members identified under subsections 4.1.1 above, simple interest at the rate of 6% per annum on the Nonmaterial Depreciation determined under subsections 4.1.1, from the date of each respective ACV Payment to the Effective Date; 4.1.3 For Class Members identified under subsections 4.1.1 and for whom all Nonmaterial Depreciation that was withheld from ACV Payments was subsequently paid, simple interest at the rate of 6% per annum on Nonmaterial Depreciation that was initially withheld from ACV payments, from the date of each ACV Payment from which Nonmaterial Depreciation was withheld to the date all Nonmaterial Depreciation was paid; 4.1.4 Subject to the conditions set forth in this Agreement, attorneys’ fees and expenses that are awarded by the Court to Class Counsel; 4.1.5 Subject to the conditions set forth in this Agreement, service awards that are awarded by the Court to the Representative Plaintiffs. 4.1.6 The costs of Class Notice and settlement administration, as provided in this Agreement; and 4.1.7 The reasonable fees incurred by the Neutral Evaluator, as provided in this Agreement. 4.2 Until such time as the foregoing payments are made, all sums to be paid by Defendant shall remain under the control and ownership of Defendant or Defendant’s independent contractors. Neither Class Members nor any other Person shall have any right to or ownership or expectation interest in Claim Settlement Payments or any other sums unless and until timely and eligible claims of Class Members have been submitted and checks in payment of same have been issued and timely negotiated by Class Members, as described in this Agreement. For any payment that has not been timely negotiated by a Class Member, that Class Member’s rights to that payment shall be forfeited by the Class Member, and all rights to any such payments shall be governed by the Defendant’s general escheatment procedures and in accordance with the laws of the applicable states.

  • Consideration Payment The consideration paid to Contractor is the entire compensation for all Work performed under this Agreement, including all of Contractor's approved reimbursable expenses incurred, such as travel and per diem expenses, unless otherwise expressly provided, as set forth in Exhibit 8 (Fees, Pricing and Payment Terms).

  • Independent Consideration Contemporaneously with the execution and delivery of this Agreement, Buyer has paid to Seller as further consideration for this Agreement, in cash, the sum of One Hundred Dollars ($100.00) (the “Independent Consideration”), in addition to the Deposit and the Purchase Price and independent of any other consideration provided hereunder, which Independent Consideration is fully earned by Seller and is non-refundable under any circumstances.

  • DEDUCTION FROM SALARY A. The Board agrees to deduct from the salaries of its employees dues for the Flemington-Raritan Education Association, Hunterdon County Education Association, the New Jersey Education Association, and the National Education Association, as said teachers individually and voluntarily authorize the Board to deduct. Said deductions shall be made in compliance with N.J.S.A. 52-14-15.9(e) and under rules established by the State Department of Education. Said moneys, together with records of any corrections, shall be transmitted to the Treasurer of the Flemington-Raritan Education Association by the 15th of each month following the monthly pay period in which deductions were made. Upon termination of employment of any teacher, the disbursing officer shall deduct any remaining amount due for that current school year. The Association Treasurer shall disburse such moneys to the appropriate association or associations. Teacher authorizations shall be in writing in the form set forth: Name Soc. Sec. # School Bldg. District To: Disbursing Officer Board of Education I hereby request and authorize the above-named disbursing officer to deduct from my earnings an amount sufficient to provide for the payment of those yearly membership dues, as certified by the organizations indicated, in equal monthly payments for all or part of the current school year and for the succeeding school year. I understand that the disbursing officer will discontinue such deductions only if I file such notice of withdrawal which shall be effective to halt deductions as of the January 1st or July 1st date. I also agree that upon termination of employment, the disbursing officer shall deduct any remaining amount due for that current school year. I hereby waive all right and claim for said moneys so deducted and transmitted in accordance with this authorization, and relieve the governing Board and all its officers from any liability thereof. I designate the Flemington-Raritan Education Association to receive dues and distribute according to the organizations named: Flemington-Raritan Education Association $ Hunterdon County Education Association $ New Jersey Education Association $ National Education Association $ B. The Association shall certify to the Board, in writing, the current rate of its membership dues. C. Additional authorizations for dues deductions may be received after August 1st under rules established by the State Department of Education. D. The filing of notice of teacher’s withdrawal shall be prior to December 1st to become effective to halt deductions as of January 1st, and June 1st to become effective to halt deductions July 1st next succeeding the date on which notice of withdrawal is filed. By September 15th of each school year, upon request of a teacher, any portion of the teacher’s salary, as designated, shall be deducted semi-monthly and forwarded monthly to the Hunterdon County School Employees Federal Credit Union in that teacher’s name.

  • Payment of Consideration (a) Subject to and in accordance with the provisions of Section 2.9, Buyers shall, following receipt of the Final Order and the satisfaction or waiver of the other conditions precedent set forth in Article 8, pay and/or deliver or cause to be delivered the Aggregate Consideration to (or on behalf of) Sellers, as set forth herein. Buyers shall ensure that, on the Effective Date, (i) Adenyo has been provided with (A) the Adenyo Cash Consideration and (B) the Share Consideration to be paid pursuant to the Arrangement (if any), (ii) the Escrow Agent, on behalf of Sellers in accordance with the allocation determined pursuant to Section 2.22, shall have received by wire transfer of immediately available funds, the Escrow Amount, with such amount to be held in a segregated interest-bearing account (the “Escrow Account”), for the purposes of securing Sellers’ obligations to pay any post-closing adjustment amount pursuant to Section 2.19(c) pursuant to the terms set forth in this Agreement and in the Escrow Agreement, and (iii) Adenyo US has been paid the Adenyo US Cash Consideration. Buyers and Sellers hereby agree and acknowledge that payment of (x) the Additional Initial Consideration, if any, shall be deferred and made in accordance with the provisions of Sections 2.18 and 2.19 and (y) the Earn-out Amount shall be deferred and made in accordance with the provisions of Sections 2.13 and 2.14. (b) No fraction of a share of Common Stock shall be issued in connection with this Agreement, and any fractional share thereof shall be rounded to the nearest whole number. The Share Consideration shall be subject to certain restrictions set forth in the Lock-up Agreement dated as of the Effective Date by and between Parent and Adenyo, a form of which is attached hereto as Exhibit D (the “Lock-up Agreement”). Parent shall issue at the Effective Date separate certificates evidencing the shares subject to restriction under the Lock-up Agreement, which shall contain an applicable legend, and Parent’s transfer agent shall be provided with stop transfer instructions prohibiting the transfer of such shares until the respective dates upon which such shares are no longer subject to restriction under the Lock-up Agreement. Adenyo consents to such restrictions. Amalco shall not sell the Share Consideration in the public market; rather, as contemplated by the Plan of Arrangement, Amalco shall, in accordance with Applicable Law, distribute the Share Consideration to the Shareholders as soon as reasonably practicable and subject to Applicable Law. Parent shall assist Amalco in transferring, through Parent’s transfer agent, the Share Consideration (or any portion thereof) to the Shareholders within two Business Days following the receipt of written instructions from Amalco (subject, as applicable, to the Lock-up Agreement) specifying the names of the Persons to whom such shares are to be transferred and the number of shares of the Share Consideration to be transferred to each such Person (and, if such instructions are delivered two Business Days prior to the Effective Date, Parent will, to the extent practicable, use reasonable efforts to, through Parent’s transfer agent, assist Amalco in making such transfer effective on the Effective Date). Neither Parent nor any of its Affiliates shall be liable in any way with respect to the directions contained in any such written instructions. (c) The Escrow Amount shall be held in a segregated escrow account to be maintained separately as trust funds and shall not be subject to any lien, attachment, trustee process or any other judicial process of any creditor of any party to this Agreement, and shall be held and disbursed solely for the purposes and in accordance with the terms of this Agreement, the Plan of Arrangement and the Escrow Agreement. The amounts held by the Escrow Agent in connection with this Agreement shall be delivered to it and held by it in Canadian accounts and, subject to the written approval and direction of Adenyo and Canadian Buyer, denominated in United States dollars and/or Canadian dollars (and, as applicable, with such funds to be converted from United States dollars to Canadian dollars at such conversion rates as Adenyo and Canadian Buyer may mutually approve in writing at any time after the date hereof).