Settlement Payment Clause Samples
POPULAR SAMPLE Copied 32 times
Settlement Payment a. In the event and only upon the achievement of the “Threshold” level of performance with respect to the Performance Goals as described in the table(s) set forth in Exhibit A to this Agreement during the Performance Period, which achievement must be certified in writing by the Committee following the expiration of the Performance Period, you will receive such amount in cash up to your Maximum Potential Payout under this Annual Performance Award as determined pursuant to Section 3 and Exhibit A to this Agreement and subject to applicable withholding. If none of the Performance Goals are achieved at the “Threshold” level of performance or above, then this Annual Performance Award will be forfeited and canceled and you will receive no payment in settlement thereof. You may not receive a greater amount in cash than your Maximum Potential Payout.
b. In the event this Annual Performance Award is forfeited or cancelled for any reason pursuant to Sections 3, 5, 6 or 7 of this Agreement or otherwise, no payment shall be made in settlement of this Annual Performance Award.
c. Except as provided in paragraph (d) below, in no event will Toro make payment to you later than March 15 of the calendar year following the calendar year in which the Performance Period ends.
d. Notwithstanding any of the foregoing or any other provision of this Agreement, in the event you have properly elected to defer your receipt of any payment pursuant to this Annual Performance Award under The Toro Company Deferred Compensation Plan, as such plan may be amended from time to time, or any similar successor plan, you will receive such payment in accordance with your deferral election.
e. The payment pursuant to this Annual Performance Award shall be subject to all applicable laws, rules and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required.
Settlement Payment. If and only if Final Court Approval is obtained, Bank of America and/or Countrywide shall pay or cause to be paid eight billion five hundred million dollars ($8,500,000,000.00) (the “Settlement Payment”) within one-hundred and twenty (120) days of the Approval Date, in accordance with the following provisions.
Settlement Payment. Provided that you sign and return this Agreement, and it thereafter becomes effective as described below, you will receive a settlement payment equivalent to ___________________of your base salary, for a total amount of $__________________ (“Settlement Payment”). Payment shall be made in bi-weekly installments in accordance with the Company’s normal payroll schedule, less applicable federal, state, and local taxes and other authorized deductions and shall be started within 15 days of the Termination Date.
Settlement Payment. Within fourteen (14) days of receipt of a copy of this Agreement executed by all Parties, the Defendant shall deliver to KCC a check, money order, or cashier’s check in the amount of [settlement amount in words] ($ ) (the “Settlement Payment”) payable to the order of “KCC, Tribune MDL Settlement Administrator.” The amount of the Settlement Payment equals the sum of (i) the Step One transfer amount times 0.1625 and (ii) the Step Two transfer amount times 0.315. Plaintiffs agree that payment to KCC in accordance with this Agreement constitutes payment to Plaintiffs, and Defendant shall have no obligation for the delivery or distribution of the Settlement Payment from KCC to Plaintiffs.
Settlement Payment. If the resulting net amount is positive, it shall be payable by the Defaulting Party to the Non-Defaulting Party, and if it is negative, then the absolute value of such amount shall be payable by the Non-Defaulting Party to the Defaulting Party.
Settlement Payment. (A) Deutsche Bank shall pay or cause to be paid the Settlement Amount into a mutually acceptable escrow account within fifteen (15) days of executing this Agreement. The terms of such account shall be negotiated by the Parties in good faith. All interest earned by any portion of the Settlement Amount paid into the Settlement Fund shall be added to and become part of the Settlement Fund. The settlement is non-recapture, i.e., it is not a “claims-made” settlement and, if this Settlement Agreement receives Final Approval, Deutsche Bank shall not be entitled to return of any of the consideration paid under any circumstances. Except in the event of termination pursuant to Section 21(A), Deutsche Bank shall not have a reversionary interest in the Settlement Fund.
(B) The Escrow Agent shall only act in accordance with instructions mutually agreed upon by the Parties in writing, except as otherwise provided in this Agreement or by Order of the Court.
(C) Deutsche Bank has denied any liability, fault, or wrongdoing of any kind in connection with the allegations in the Action, and as such neither the Settlement Agreement, nor any of its terms or provisions, nor any of the negotiations, term sheets, or proceedings connected with it, shall be construed as an admission or concession by Deutsche Bank of the truth of any of the allegations in the Action, or of any liability, fault, or wrongdoing of any kind. Other than payment of the Settlement Amount in accordance with the provisions of Section 3(A) above, neither Deutsche Bank nor any of the DB Released Parties shall have any liability, responsibility, or obligation to pay or reimburse any other amounts to any Person, including but not limited to Representative Plaintiffs, Interim Co-Lead Counsel, any member of the Settlement Class, or any Plaintiff Releasing Parties in connection with, relating to, or arising out of the Action, the Plaintiff Released Claims, or this Settlement Agreement. Deutsche Bank shall have no liability, obligation or responsibility whatsoever for making a payment into the Settlement Fund for any other Non-Settling Defendant. Deutsche Bank shall have no liability, obligation, or responsibility with respect to the investment, allocation, use, disbursement, administration, or oversight of the Settlement Fund.
Settlement Payment. In consideration for the release of the Released Claims and the dismissal with prejudice of the Action, within fourteen business days of the Court’s grant of Preliminary Approval, ▇▇▇▇▇▇▇▇▇ Farms shall pay or cause to be paid $38,300,000 (thirty-eight million three hundred thousand U.S. dollars) into the Settlement Fund.
▇. ▇▇▇▇▇▇▇▇▇ Farms’ payment to the Escrow Agent described herein shall be by wire transfer pursuant to instructions from the Escrow Agent or Interim Co-Lead Counsel.
b. The payment described in Section II(A)(1) shall constitute the total Settlement Amount and ▇▇▇▇▇▇▇▇▇ Farms shall have no other payment obligations to the Settlement Class or owe any further amount under this Settlement Agreement of the Action, and the obligations described in Section II(A)(2) shall continue so long as this Settlement Agreement remains in effect.
Settlement Payment. Youbet shall pay to TVG an amount equal to $725,000 (the "SETTLEMENT AMOUNT") as reimbursement for legal fees and expenses incurred by TVG in connection with the Chancery Action and the Arbitration Proceeding. The Settlement Payment shall be paid as follows:
(i) Not later than three (3) Business Days following the date of this Agreement, Youbet shall issue (or cause its transfer agent to issue) to TVG a certificate, registered in the name of TVG, evidencing 124,144 shares of Youbet Common Stock (the "INITIAL SETTLEMENT PAYMENT").
(ii) Promptly after the date of this Agreement, Youbet shall file a claim (the "D&O CLAIM"), and use its best efforts to secure recovery, under its existing Directors' and Officers' liability insurance policy, for an amount equal to 50% of the Settlement Amount (the "REMAINING SETTLEMENT AMOUNT"). All proceeds recovered by Youbet in respect of such claim prior to July 1, 2004 shall be paid to TVG in cash within five (5) days of Youbet's receipt of such proceeds and shall be credited against Youbet's payment obligation to TVG in respect of the Settlement Amount. To the extent that TVG has not received the full amount of the Remaining Settlement Amount from Youbet by July 1, 2004, Youbet shall pay to TVG an amount equal to the difference between (A) the Remaining Settlement Amount, and (B) the aggregate amount of proceeds recovered by Youbet in respect of the D&O Claim and actually paid to TVG prior to July 1, 2004 (such difference being referred herein to as the "REMAINING SETTLEMENT PAYMENT"). The Remaining Settlement Payment, if any, shall be paid by Youbet to TVG on July 2, 2004 in cash, or, at the option of Youbet, in a number of shares of Youbet Common Stock equal to the quotient obtained by dividing (x) the Remaining Settlement Payment, by (y) the average closing sale price of a share of Youbet Common Stock on the Nasdaq SmallCap Market during the twenty trading days ending on July 1,
Settlement Payment initials
a. Jagels will receive, in consideration for release of any and all ▇▇▇▇▇▇ ▇nd any and all potential claims against Magnitude, including those asserted in, or which could have been asserted in, the Action, a payment of the gross sum of Twenty Thousand Forty Dollars ($20,040.00) ("the Partial Payment") together with the full Purchase Price, as hereinafter defined. To the extent The Partial Payment shall be deemed "wages," the same shall be subject to the withholding of applicable payroll taxes. Jagels may provide Magnitude with a revised Form W-4 on or before J▇▇▇▇▇▇ 10, 2007, in accordance with which his withholdings shall be calculated, but, if he does not do so, Magnitude may rely upon his most recent form W-4, on file, for this purpose. A check in payment of the Partial Payment, net of withholdings, shall be payable to "Steven W. Jagels." Jagels understands and agrees that Magnitude sha▇▇ ▇▇▇▇▇ ▇▇▇ ▇ ▇orm ▇-▇ ▇ith respect to the payment in this subparagraph. This payment shall be made by Magnitude to Jagels on or before January 12, 2007.
b. In addition, Magnitude shall issue 3,000,000 shares of its common stock to Jagels (the "Shares") on or before January 12, 2007 and Magnitude s▇▇▇▇ ▇otify plaintiff's counsel via e-mail once the Shares are issued. The certificate representing the Shares shall be delivered to Magnitude's corporate counsel, Joseph J. Tomasek, Esq., 77 North Bridge Street, Somerville, New Je▇▇▇▇ ▇▇▇▇▇ (▇▇▇ "Escrow A▇▇▇▇"). ▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ ▇eliver to the Escrow Agent his fully executed Stock Power, containing a medallion signature guarantee (the "Stock Power"), to the Escrow Agent. Magnitude shall register the Shares for resale on behalf of Jagels under the Securities Act of 1933, as amended (the "1933 Act"). ▇▇▇nitude shall register the Shares as aforesaid and following their registration under the 1933 Act, cause a purchaser or purchasers to deliver $75,000, representing the purchase price for the Shares (the "Purchase Price") into the Escrow Agent's Attorney Trust Account on or before February 28, 2007. Upon the receipt by the Escrow Agent of the Purchase Price on or before February 28, _______ initials 2007, the Escrow Agent is authorized to deliver the Stock Power and the Shares to the purchaser or purchasers and to withdraw from his Attorney Trust Account and pay the $75,000 to Jagels.
c. In the event that for any reason whatsoever, the ▇▇▇▇▇▇se Price is not delivered into the Attorney Trust Accou...
Settlement Payment. Following the entry of the Preliminary Approval Order, Allergan Defendants shall pay or cause to be paid the Settlement Amount totalling twenty-five million U.S. Dollars ($25,000,000.00) in in accordance with the payment terms set forth in Sections IV.B and C.
1. Within three (3) business days following the entry of the Preliminary Approval Order, Class Counsel will provide wire instructions and other information necessary for payment, pursuant to instructions to be communicated by each Allergan Defendant no later than the business day following the entry of the Preliminary Approval Order. No payment will be due until these instructions have been provided and Allergan’s Bank Verification process has been completed.
2. Allergan Defendants will deposit the Settlement Amount into the Escrow Account in accordance with Sections IV.B and C.
3. The Settlement Amount shall not be subject to reduction, and, upon the occurrence of the Effective Date, no funds may be returned to the Allergan Defendants.
4. Releasors agree that fifty-six percent (56%) of the Settlement Amount constitutes consideration for the settlement of Claims involving, arising from, or related to generic opioid drugs that are Products distributed and/or sold before August 2, 2016, by the Divested Actavis Generic Entities and other Divested Entities and the operation of the Divested Actavis Generic Entities and other Divested Entities related to those generic opioid drugs that are Products before August 2, 2016, that the Releasors are asserting, might otherwise assert, or could assert that the Allergan Defendants (or any other Released Entity) is directly or indirectly and/or jointly or severally liable, including but not limited to, based on parent or control liability or a substantially similar theory. Releasors agree that forty-four percent (44%) of the Settlement Amount constitutes consideration for the settlement of Claims involving, arising from, or related to branded opioid drugs that are Products of or attributable to the Allergan Defendants or any other Released Entity (including but not limited to branded opioid drugs that are Products distributed and/or sold before August 2, 2016, by the Divested Actavis Generic Entities and other Divested Entities and the operation of the Divested Actavis Generic Entities and the other Divested Entities related to those branded opioid drugs that are Products before August 2, 2016) that the Releasors are asserting, might otherwise assert, or could asser...