Full and Complete Payment Clause Samples

POPULAR SAMPLE Copied 71 times
Full and Complete Payment. The parties acknowledge and agree that the payment of the Purchase Price constitutes full and complete payment for the Acquired Interest and all rights and attributes related thereto. Except for the Purchase Price, Seller shall not be entitled to any other rights, payments, returns and/or dividends, whether in cash or property, from the Company or any other person or entity in respect of the Acquired Interest or other interests in or with respect to the Company, except for the Excluded Interest.
View SourceView Similar (2)
Full and Complete Payment. The parties acknowledge and agree that following the Closing (a) the Repurchase Price constitutes full and complete payment for the Common Units and all rights and attributes related thereto (including, without limitation, any amounts due in respect of any accrued but unpaid dividends or distributions), and (b) except for the Repurchase Price and, if applicable, the Additional Transaction Payment, G▇▇▇▇▇▇ Hotels shall not be entitled to any other rights, payments, dividends and/or distributions, whether in cash or property, from the Company or any other Person in respect of the Common Units or other interests in or with respect to the Company, whether existing under (i) the Delaware Limited Liability Company Act, as now or hereafter amended, (ii) the Company’s Certificate of Formation, or (iii) any of the Existing Agreements, except, in all cases, as provided in Section 1.5 hereof. For the avoidance of doubt, the foregoing shall not preclude G▇▇▇▇▇▇ Hotels from bringing an action for (A) fraud, (B) breach of this Agreement, or (C) breach of the General Release of Claims described in Sections 2.2(d)(iv) or 2.2(d)(v) below; provided that the remedy for any such action shall not include rescission of the transactions contemplated by this Agreement.
View Source
Full and Complete Payment. The payment made to Contractor pursuant to this Agreement shall be the full and complete compensation to which Contractor is entitled. SANDAG shall not make any federal or state tax withholdings on behalf of Contractor. SANDAG shall not be required to pay any workers’ compensation insurance on behalf of Contractor. Contractor agrees to indemnify SANDAG for any tax, retirement contribution, social security, overtime payment, or workers’ compensation payment which SANDAG may be required to make on behalf of Contractor or any employee of Contractor for work done under this Agreement.
View Source
Full and Complete Payment. As full and complete payment for the performance of the Work and the discharge of all obligations of the Utilities under the Contract, the Utilities shall pay Supplier the. Contract Price as set forth in Clause 3 of this "Schedule C - Payment for Work."
View Source
Full and Complete Payment. (a) The Sellers and the Co-Investors hereby direct the payments due to them under Sections 2.1(g) and (i) above, as applicable, be paid to TCP SRAM Holdings for the account of the Sellers and the Co-Investors. Immediately following the Closing, TCP SRAM Holdings shall distribute the amounts paid to it for the account of each Seller and Co-Investor, net of all applicable fees, expenses and reductions agreed to between the Sellers, the Co-Investors and TCP SRAM Holdings, to the appropriate Parties as provided in Section 2.1. (b) The Parties acknowledge and agree that following the Closing (i) the amounts set forth in Section 2.1 constitute full and complete payment for the Class A Units, the Interests and all rights and attributes related thereto (including, without limitation, any amounts due in respect of any accrued but unpaid dividends or distributions), and (ii) except for the amounts set forth in Section 2.1, none of TCP SRAM Holdings, the Sellers, the TCP Distribution Parties or the Co-Investors shall be entitled to any other rights, payments, dividends and/or distributions (including Tax distributions), whether in cash or property, from the Company or any other Person in respect of the Class A Units or other interests in or with respect to the Company, whether existing under (x) the Delaware Limited Liability Company Act, as now or hereafter amended, (y) the Company’s Certificate of Formation, or (z) the 2008 Operating Agreement (other than Article 15 thereof) or the Amended and Restated Operating Agreement. For the avoidance of doubt, the foregoing shall not preclude any Party from bringing an action for fraud nor shall it release any claim or right of a Party arising under this Agreement nor shall it preclude any payments required pursuant to this Agreement.
View Source
Full and Complete Payment. The compensation provided under this Agreement constitutes full and complete payment for all costs and expenses assumed by the Contractor in performing this Agreement including but not limited to labor, materials, equipment and personnel, and all similar expenses. No costs in excess of this stated amount shall be paid or reimbursed by the Town without specific prior written approval of the Director, and authorized by a signed written amendment hereto.
View Source

Related to Full and Complete Payment

  • ERISA Compliance; Excess Parachute Payments The Parent does not, and since its inception never has, maintained, or contributed to any “employee pension benefit plans” (as defined in Section 3(2) of ERISA), “employee welfare benefit plans” (as defined in Section 3(1) of ERISA) or any other Parent Benefit Plan for the benefit of any current or former employees, consultants, officers or directors of Parent.

  • No Excess Parachute Payments Other than payments or benefits that may be made to the persons listed in Section 3.01(q) of the Company Disclosure Schedule ("Primary Company Executives"), no amount or other entitlement or economic benefit that could be received (whether in cash or property or the vesting of property) as a result of the execution and delivery of this Agreement, the Shareholder Agreement, the obtaining of the Shareholder Approval, the consummation of the Merger or any other transaction contemplated by this Agreement or the Shareholder Agreement (including as a result of termination of employment on or following the Effective Time) by or for the benefit of any director, officer, employee or consultant of the Company or any of its Affiliates who is a "disqualified individual" (as such term is defined in proposed Treasury Regulation Section 1.280G-1) under any Company Benefit Plan, Company Benefit Agreement or otherwise would be set forth therein as an "excess parachute payment" (as such term is defined in Section 280G(b)(1) of the Code), and no such disqualified individual is entitled to receive any additional payment from the Company or any of its Subsidiaries, the Surviving Corporation or any other person in the event that the excise tax required by Section 4999(a) of the Code is imposed on such disqualified individual (a "Parachute Gross Up Payment"). The Company has provided Parent with a calculation, as Section 3.01(q) of the Company Disclosure Schedule sets forth, calculated as of the date set forth therein of (i) the "base amount" (as such term is defined in Section 280G(b)(3) of the Code) for (A) each Primary Company Executive and (B) each other disqualified individual (defined as set forth above) whose Company Stock Options will vest pursuant to their terms in connection with the execution and delivery of this Agreement, the Shareholder Agreement, the obtaining of the Shareholder Approval, the consummation of the Merger or any other transaction contemplated by this Agreement or the Shareholder Agreement (including as a result of any termination of employment on or following the Effective Time) and (ii) the estimated maximum amount, including any Parachute Gross Up Payment, that could be paid or provided to each Primary Company Executive as a result of the execution and delivery of this Agreement, the Shareholder Agreement, the obtaining of the Shareholder Approval, the consummation of the Merger or any other transaction contemplated by this Agreement or the Shareholder Agreement (including as a result of any termination of employment on or following the Effective Time), in each case subject to the assumptions stated therein.

  • Excess Parachute Payment Notwithstanding any provision of this Agreement to the contrary, the Company shall not pay any benefit under this Agreement to the extent the benefit would create an excise tax under the excess parachute rules of Section 280G of the Code.

  • Excess Parachute Payments If it is determined (as hereafter provided) that any payment or distribution by the Company or any Employer to or for the benefit of the Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise pursuant to or by reason of any other agreement, policy, plan, program or arrangement, including without limitation any stock option, stock appreciation right or similar right, or the lapse or termination of any restriction on or the vesting or exercisability of any of the foregoing (a “Payment”) would be subject to the excise tax imposed by Section 4999 of the Code (or any successor provision thereto) by reason of being “contingent on a change in ownership or control” of the Company, within the meaning of Section 280G of the Code (or any successor provision thereto) or to any similar tax imposed by state or local law, or any interest or penalties with respect to such excise tax (such tax or taxes, together with any such interest or penalties, are hereafter collectively referred to as the “Excise Tax”), then, in the event that the after-tax value of all Payments to the Executive (such after-tax value to reflect the deduction of the Excise Tax and all income or other taxes on such Payments) would, in the aggregate, be less than the after-tax value to the Executive of the Safe Harbor Amount, (a) the cash portions of the Payments payable to the Executive under this Agreement shall be reduced, in the order in which they are due to be paid, until the Parachute Value of all Payments paid to the Executive, in the aggregate, equals the Safe Harbor Amount, and (b) if the reduction of the cash portions of the Payments, payable under this Agreement, to zero would not be sufficient to reduce the Parachute Value of all Payments to the Safe Harbor Amount, then any cash portions of the Payments payable to the Executive under any other agreements, policies, plans, programs or arrangements shall be reduced, in the order in which they are due to be paid, until the Parachute Value of all Payments paid to the Executive, in the aggregate, equals the Safe Harbor Amount, and (c) if the reduction of all cash portions of the Payments, payable pursuant to this Agreement or otherwise, to zero would not be sufficient to reduce the Parachute Value of all Payments to the Safe Harbor Amount, then non-cash portions of the Payments shall be reduced, in the order in which they are due to be paid, until the Parachute Value of all Payments paid to the Executive, in the aggregate, equals the Safe Harbor Amount. All calculations under this section shall be determined by the Company and the Company’s outside auditors.

  • Parachute Payment If any payment or benefit the Executive would receive pursuant to this Agreement (each, a “Payment”) would: (i) constitute a “Parachute Payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”); and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment shall be reduced to the Reduced Amount. The “Reduced Amount” shall be equal to the largest portion of the Payment (including all of it) which, after taking into account all applicable federal, state and local income and employment taxes (all computed at the highest applicable marginal rate), and the Excise Tax, if applicable, results in the Executive’s receipt, on an after-tax basis, of the greatest amount of the Payment, whether or not all or some portion of the Payment is subject to the Excise Tax. If a reduction in payments or benefits constituting Parachute Payments is necessary so that the Payment equals the Reduced Amount, reduction shall occur in the following order unless the Executive elects in writing a different order (provided, however, that such election shall be subject to Company approval if made on or after the effective date of the event that triggers the Payment): reduction of cash payments; cancellation of accelerated vesting of stock awards; reduction of employee benefits. In the event that acceleration of vesting of stock award compensation is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant of the Executive’s stock awards unless the Executive elects in writing a different order for cancellation. Notwithstanding anything to the contrary set forth herein, the Executive may not elect the order in which the reduction in the Executive’s payments or benefits will occur if such election would cause any such amounts to constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Code such that the Executive would incur the additional twenty percent (20%) tax under Section 409A of the Code (the “409A Tax”). In addition, if a different order of reduction is required to avoid the 409A Tax, that order shall apply. The accounting firm then engaged by the Company for general audit purposes shall perform the foregoing calculations. The Company shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunder. The accounting firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to the Executive and the Company within fifteen (15) calendar days after the date on which the Executive’s right to a Payment is triggered (if requested at that time by the Executive or the Company) or such other time as requested by the Executive or the Company. If the accounting firm determines that no Excise Tax is payable with respect to a Payment, either before or after the application of the Reduced Amount, it shall furnish the Executive and the Company with an opinion reasonably acceptable to the Executive that no Excise Tax will be imposed with respect to such Payment. Any good faith determinations of the accounting firm made hereunder shall be final, binding and conclusive upon the Executive and the Company.