Transaction Bonuses. The Sellers shall, or shall cause one or more of their Affiliates to, pay any earned Transaction Bonuses to the applicable Transferred Employees through a Seller’s or its Affiliate’s payroll system, subject to any required withholding for applicable Taxes, as and when such Transaction Bonuses become due and payable in accordance with their terms following the Closing. In order to facilitate the payment of such Transaction Bonuses, no later than five (5) Business Days prior to the applicable payment date(s), the Buyer shall, or shall cause one of its Affiliates to, deliver to the Sellers (together with any other information reasonably requested by Sellers that is necessary to determine whether such Transaction Bonuses have become payable) a list of the Transferred Employees who have remained in employment with the Buyer or an Affiliate thereof through the applicable retention date and are eligible to receive Transaction Bonuses (to the extent that such Transaction Bonuses otherwise become earned and payable to the Transferred Employees pursuant to their terms).
Transaction Bonuses. The Parties hereto agree that payment of the Transaction Bonuses contemplated in Sections 6.12(b) and 6.18 of the Stock Purchase Agreement, and the corresponding determination of reductions in the Purchase Price and Closing Cash Payment pursuant to Section 1.02(a) of the Stock Purchase Agreement, if applicable, shall be treated as follows, and Section 6.18 of the Stock Purchase Agreement will be deemed amended accordingly in connection with these provisions:
(a) the Company has prior to the Closing Date:
(i) paid to ADP an amount equal to $3,229,579 in the aggregate for payment of (x) Transaction Bonuses immediately upon Closing to certain Bonus Recipients listed on Schedule 6.18 (subject to the terms and conditions set forth in the agreements granting such bonuses to the Bonus Recipients) and (y) certain amounts to Xxxxxxx Xxx (in the case of Yen, to satisfy a pre-existing contractual commitment to Yen by the Company);
(ii) paid an amount equal to $400,000 to Xxx Xxxxxxx and $20,000 to Xxx Xxxxxxxx as Transaction Bonuses; and such amounts will not be treated as a reduction in Purchase Price or the Closing Cash Payment to the extent paid by ADP or the Company for Transaction Bonuses;
(b) the Company shall pay the Post-Closing Transaction Bonuses (including any payments made pursuant to the Rank and File Bonus Letters) in an aggregate amount equal to $4,531,953 to certain Bonus Recipients as specified on (and in the amounts specified on) Schedule 6.18 after the Closing Date (subject to the terms and conditions set forth in the agreements granting such bonuses to the Bonus Recipients and the individuals listed on Schedule 6.18) as follows:
(i) Within one month after the Closing Date, the Company shall pay certain Bonus Recipients Post-Closing Transaction Bonuses in an amount equal to $1,000,000 in the aggregate and such amounts will not reduce the Purchase Price;
(ii) On the first anniversary of the Closing Date, the Escrow Amount and/or the Unsecured Notes shall be reduced by the amount, if any, of the Post-Closing Transaction Bonuses that are required to be paid on such date and the Purchase Price will be reduced by the same amount;
(iii) On the second anniversary of the Closing Date, the Escrow Amount and/or the Unsecured Notes shall be reduced by the amount, if any, of the Post-Closing Transaction Bonuses that are required to be paid on such date and the Purchase Price will be reduced by the same amount; and
(iv) On the third anniversary of the Closing D...
Transaction Bonuses. There are no transaction bonuses or other amounts payable by the Company to any Employee or officer of the Company, consultant to the Company, Seller, or other Person providing services to the Company at or after the Closing in connection with the transactions contemplated by this Agreement, nor will the Closing cause the acceleration of the time of payment or vesting of any payments or bonuses.
Transaction Bonuses. As of the Closing, Buyer or the Group Companies shall assume and honor, or Buyer shall cause its Affiliates to assume and honor, in accordance with their terms, the obligation to pay the Business Employees the second installment of the transaction bonuses listed under the heading “Transaction Bonuses” on Schedule 5.23 within six (6) months from the Closing Date.
Transaction Bonuses. (a) The Seller shall procure that the Transaction Bonuses (net of applicable PAYE, national insurance contributions and other applicable payroll taxes) are paid by the relevant members of the Target Group on or before Closing. Within two (2) Business Days after the Closing Date, Seller shall deliver to US Buyer written confirmation that (i) an amount equal to the Transaction Bonuses and (ii) an amount equal to any secondary National Insurance Contributions (or any equivalent social security contributions in any jurisdiction other than the UK) for which the relevant member of the Target Group is required to account in respect of the payment of such Transaction Bonuses, have been, except in relation to payments by SFC, wired in immediately available funds to the bank accounts of the relevant members of the Target Group and in the case of SFC that sufficient cash was available at SFC to make such payments.
(b) Following receipt by the US Buyer of the written confirmations referred to in Clause 5.13(a), US Buyer covenants that it shall procure that the relevant members of the Target Group discharge, on or before the date falling 60 days after the Closing Date (or when otherwise due in accordance with applicable law), all tax and social security payments for which the Target Group is liable in relation to or arising from any Transaction Bonus.
(c) If any Relief (as defined in Schedule 6.01) arises to any member of the Target Group as a result of the paying of the Transaction Bonuses in accordance with Clause 5.13(a) (a "Transaction Bonus Relief"), then to the extent that such Transaction Bonus Relief is utilised by a Buyer or a member of the Target Group to reduce the amount of Tax due and payable by such person, Buyers shall pay to Seller an amount equal to the amount of Tax saved through the utilisation of such Transaction Bonus Relief, but only to the extent that such amount exceeds the aggregate value of any Tax liabilities which arise in the Target Group as a result of the payment by Seller referred to in Clause 5.13(a).
Transaction Bonuses. There are no special bonuses, commissions or other similar compensation payable to any officer, employer or manager of Parent in connection with the transactions contemplated hereby.
Transaction Bonuses. With respect to any payments due under the change of control bonus letters referenced on Schedule 5.10 (the “Transaction Bonus Agreements”), the parties acknowledge that the initial payment due under such Bonus Agreements (the “Initial Payment”) shall be paid by the respective Company immediately prior to Closing (the “Initial Payment Date”), and on or prior to such Initial Payment Date Sellers shall pay to each applicable Company the respective amount of such Initial Payment less any cash remaining in the Companies at Closing. The obligation to pay the remaining installment under the Bonus Agreements shall be paid by Sellers and such obligation is hereby assigned to Sellers effective immediately following payment of the Initial Payment.
Transaction Bonuses. In addition to the base salary provided for in Section 3.1 and the Signing Bonus, the Company shall pay to the Executive one or more transaction bonuses (each, a "Transaction Bonus") in accordance with the provisions of this Section 3.3.
(a) The Company shall pay to the Executive, and the Executive shall accept, a Transaction Bonus of $362,500 upon the sale or other disposition by the Company of all or substantially all of the Company's interest in NCES, should the Company decide to undertake such a sale or other disposition of its interest in NCES.
(b) The Company shall pay to the Executive, and the Executive shall accept, a Transaction Bonus of $450,000 upon the first to occur of (i) the refinancing by the Company of the Subordinated Debentures, but only if the maturity date of the refinanced indebtedness is after December 31, 2000, (ii) the sale or other disposition by the Company of all or substantially all of the PROH Division should the Company decide to undertake such a sale or other disposition of the PROH Division, and (iii) the repayment by the Company of the Subordinated Debentures (other than through a refinancing), provided, however, that in the event the PROH Division has not been sold or otherwise disposed of and a petition for relief under title 11, Xxxxxx Xxxxxx Xxxe, is filed by or against the Company prior to repayment by the Company of the entire principal amount of the Subordinated Debentures, then the amount of any Transaction Bonus payable pursuant to this Section 3.3(b)(iii) upon the subsequent repayment of the Subordinated Debentures shall equal the product of (x) $450,000 multiplied by (y) a fraction, the numerator of which is the aggregate amount paid by the Company to repay the Subordinated Debentures, and the denominator of which is the entire principal amount of the Subordinated Debentures, and provided further that no Transaction Bonus shall be payable under this Section 3.3(b)(iii) if all or substantially all of the PROH Division has not been sold or otherwise disposed of and the Subordinated Debentures are repaid for less than fifty per cent (50%) of the entire principal amount of such Subordinated Debentures.
(c) The Executive understands and agrees that neither the Company nor the Board of Directors has made a decision to sell or otherwise dispose of the Company's interest in NCES or the PROH Division and that the Company has no duty or obligation to the Executive to sell or attempt to sell either such interest.
Transaction Bonuses. At the Closing, Seller shall pay the Transferred Employees listed on Schedule 8.01(f) the amount set forth opposite his or her name under their respective agreements listed on Schedule 5.10(a)(iv).
Transaction Bonuses. The Buyer shall procure, as soon as reasonably practicable following Completion, and in any event within 10 Business Days of Completion, that the Transaction Bonuses as set out in column (1) of the schedule to the Bonus Side Letter are paid to the relevant beneficiaries through the payroll of the relevant Target Group Company.
