Effective Time Payment Sample Clauses

The Effective Time Payment clause establishes when payments under an agreement become due, typically tying the obligation to pay to a specific event or time, such as the closing of a transaction or the achievement of a milestone. In practice, this means that parties are not required to make payments until the agreed-upon effective time has occurred, which could be the date a contract is executed or when certain conditions are met. This clause ensures clarity and predictability regarding payment timing, preventing disputes over when financial obligations arise and helping both parties manage their cash flow and expectations.
Effective Time Payment. (a) At or immediately following the Effective Time, the Company or NYB shall pay you $570,000. If your employment with the Company is terminated prior to the Effective Time due to disability or death, you or your estate, as applicable, shall be entitled to the foregoing payment at or immediately following the Effective Time. At your written election prior to the Effective Time, the foregoing payment shall be reduced by the present value at the Effective Time of the expected health and dental premiums to be paid by NYB, to maintain continuing health and dental insurance coverage for you and your dependents for the three year period following your employment termination (the “Extended Coverage”) and you and your dependents will be entitled to receive the Extended Coverage and to receive COBRA benefits thereafter. For the avoidance of doubt, and notwithstanding anything herein to the contrary, you agree that this payment shall not be taken into account in computing any benefits under any plan, program or arrangement of the Company or its Affiliates in which you participate or to which you are a party. Not later than 10 business days prior to the scheduled payment date, NYB shall be provided with sufficient information by the Company to enable its Tax Advisor (as defined below) to determine whether such payment is in compliance with Paragraph 5 of this Agreement. (b) The payment under this Paragraph 2 shall be considered made pursuant to a separation pay arrangement exempt from the application of Section 409A of the Code, to the extent that the sum of this payment and the Paragraph 1 Severance Payment does not exceed the separation pay arrangement limitation set forth in Proposed Treasury Regulation 1.409A-1(b)(9)(iii)(A) (the “Severance Payment Limit”). To this extent, the payment under this Paragraph 2 shall be referred to as the “Paragraph 2 Severance Payment”. (c) The payment under this Paragraph 2 in excess of the Paragraph 2 Severance Payment shall be treated as deferred compensation to which Section 409A of the Code applies. Accordingly, pursuant to the 2006 year transition rule guidance issued under Section 409A of the Code, you agree that under your Employment Agreement prior to its termination pursuant to Paragraph 4 below and prior to this Agreement, such amount is not payable to you in 2006, and shall be paid to you in accordance with Paragraph 2(a) notwithstanding any provision of your Employment Agreement to the contrary. Your Employment Agreemen...
View SourceView Similar (3)
Effective Time Payment. Subject to Paragraph 4 below, at the Effective Time, the Company or NYB shall pay you $1,090,000. For the avoidance of doubt, and notwithstanding anything herein to the contrary, you agree that this payment and the payment described in Paragraph 2 below, shall not be taken into account in computing any benefits under any plan, program or arrangement of the Company or its Affiliates in which you participate or to which you are a party. Not later that 10 business days prior to the scheduled payment date, NYB shall be provided with sufficient information by the Company to enable its Tax Advisor (as defined below) to determine whether such payment is in compliance with Paragraph 4 of this Agreement and to make any adjustments authorized by Paragraph 4.
View SourceView Similar (2)
Effective Time Payment. At or immediately following the Effective Time, the Company or NYB shall pay you $4,985,000. If your employment with the Company is terminated prior to the Effective Time due to disability or death, you or your estate, as applicable, shall be entitled to the foregoing payment at or immediately following the Effective Time. At your written election prior to the Effective Time, the foregoing payment shall be reduced by the present value at the Effective Time of the expected health and dental premiums to be paid by NYB, to maintain continuing health and dental insurance coverage for you and your dependents for the three year period following your employment termination (the “Extended Coverage”) and you and your dependents will be entitled to receive the Extended Coverage and to receive COBRA benefits thereafter. For the avoidance of doubt, and notwithstanding anything herein to the contrary, you agree that this payment shall not be taken into account in computing any benefits under any plan, program or arrangement of the Company or its Affiliates in which you participate or to which you are a party. Not later than 10 business days prior to the scheduled payment date, NYB shall be provided with sufficient information by the Company to enable its Tax Advisor (as defined below) to determine whether such payment is in compliance with Paragraph 4 of this Agreement..
View SourceView Similar (2)
Effective Time Payment. Unless this Agreement is earlier terminated pursuant to Section 9.1, the closing of the Acquisition (the “Closing”) will take place (the “Effective Time”) within two (2) days following satisfaction or waiver of the conditions set forth in Article 6 (excluding those conditions intended to be satisfied at the Closing), or such later time following satisfaction or waiver of such conditions as Parent or Holders determine, provided that such later time shall occur no later than December 31, 2007, at the offices of Hofheimer Gartlir & Gross, LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, unless another place or time is agreed to by Parent and the Holders. The date upon which the Closing actually occurs is herein referred to as the “Closing Date.”
View Source
Effective Time Payment. Unless this Agreement is earlier terminated pursuant to Section 8.1, the closing of the Acquisition (the "Closing") will take place within two (2) days following satisfaction or waiver of the conditions set forth in Article 6 (excluding those conditions intended to be satisfied at the Closing), or such later time following satisfaction or waiver of such conditions as Parent or Holders determine, provided that such later time shall occur no later than July 30, 2007, at the offices of Venture Law Corporation, 618 – 688 West Hastings Street, Vancouver, British Colum▇▇▇ ▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇ ▇▇▇ent and the Holders. The date upon which the Closing actually occurs is herein referred to as the "Closing Date."
View Source

Related to Effective Time Payment

  • One-Time Payment Tenant shall pay to Landlord a one-time payment in the amount of Twelve Thousand Five Hundred and No/100 Dollars ($12,500.00), payable within thirty (30) days of the Effective Date and subject to the following conditions precedent: (a) ▇▇▇▇▇▇’s receipt of this Amendment executed by ▇▇▇▇▇▇▇▇, on or before January 14, 2021; (b) ▇▇▇▇▇▇’s confirmation that Landlord’s statements as further set forth in this Amendment are true, accurate, and complete, including verification of Landlord’s ownership; (c) Tenant’s receipt of any documents and other items reasonably requested by Tenant in order to effectuate the transaction and payment contemplated herein; and (d) receipt by Tenant of an original Memorandum (as defined herein) executed by ▇▇▇▇▇▇▇▇.

  • Separation Payment An ASF Member shall be compensated at the final rate of pay for all unused, accumulated vacation, leave time upon separation from state service, or movement to a vacation ineligible position. An employee on an unpaid leave of absence of more than one (1) year for a purpose other than accepting an unclassified position in state civil service, or an employee on layoff that results in separation from service, may elect to be compensated at the final rate of pay for unused accumulated vacation leave. This accumulated vacation payout shall not exceed two hundred and seventy-five (275) hours, except in the case of the ASF Member's death. Calculation of an ASF Member's hourly rate for purposes of computing vacation separation payment shall be based upon a base of two thousand eighty-eight (2,088) working hours per year. Appointment periods of less than one (1) year in duration shall be prorated on this basis. Except as provided in Article 16, Section C, Subdivision 4 which pertains to the separation payment to retirees, the separation payment will be made in cash.

  • Closing Payment At the Closing, Buyer will pay or cause to be paid to Seller the Closing Payment Amount, by wire transfer of immediately available funds or by such other means as may be agreed upon by Seller and Buyer.

  • Effective Time; Closing (a) As promptly as practicable, but in no event later than three (3) Business Days, after the satisfaction or, if permissible, waiver of the conditions set forth in Article VIII (other than those conditions that by their nature are to be satisfied at the Closing, it being understood that the occurrence of the Closing shall remain subject to the satisfaction or, if permissible, waiver of such conditions at the Closing), the parties hereto shall cause the Merger to be consummated by filing a certificate of merger (the “Certificate of Merger”) with the Secretary of State of the State of Delaware, in such form as is required by, and executed in accordance with, the relevant provisions of the DGCL and mutually agreed by the parties (the date and time of the filing of such Certificate of Merger (or such later time as may be agreed by each of the parties hereto and specified in such Certificate of Merger) being the “Effective Time”). (b) Immediately prior to such filing of a Certificate of Merger in accordance with Section 2.02(a), a closing (the “Closing”) shall be held by electronic exchange of deliverables and release of signatures, for the purpose of confirming the satisfaction or waiver, as the case may be, of the conditions set forth in Article VIII. The date on which the Closing shall occur is referred to herein as the “Closing Date.”

  • Overtime Payment Full-time employees shall be paid at the rate of one and one-half times the employee's straight time hourly rate for all time worked outside of their normal work hours and/or work days up to sixteen (16) hours in a twenty-four (24) hour period. For hours worked in excess of sixteen (16) in a twenty-four (24) hour period, employees shall be paid double time. Employees who receive an unpaid lunch period and are not required to work at their work assignments during such period shall not have such time treated as hours worked for the purpose of computing overtime.