Make Whole Payment Sample Clauses
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Make Whole Payment. If any amount payable to the Executive by the Company or any subsidiary or affiliate thereof, whether under this Agreement or otherwise (a “Payment”), is subject to any tax under section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), or any similar federal or state law (an “Excise Tax”), the Company shall pay to the Executive an additional amount (the “Make Whole-Amount”) which is equal to (i) the amount of the Excise Tax, plus (ii) the aggregate amount of any interest, penalties, fines or additions to any tax which are imposed in connection with the imposition of such Excise Tax, plus (iii) all income, excise and other applicable taxes imposed on the Executive under the laws of any Federal, state or local government or taxing authority by reason of the payments required under clause (i) and clause (ii) and this clause (iii).
(a) For purposes of determining the Make-Whole Amount, the Executive shall be deemed to be taxed at the highest marginal rate under all applicable local, state, federal and foreign income tax laws for the year in which the Make-Whole Amount is paid. The Make-Whole Amount payable with respect to an Excise Tax shall be paid by the Company coincident with the Payment with respect to which such Excise Tax relates.
(b) All calculations under this paragraph 6 shall be made initially by the Company and the Company shall provide prompt written notice thereof to the Executive to enable the Executive to timely file all applicable tax returns. Upon request of the Executive, the Company shall provide the Executive with sufficient tax and compensation data to enable the Executive or his tax advisor to independently make the calculations described in subparagraph (a) above and the Company shall reimburse the Executive for reasonable fees and expenses incurred for any such verification.
(c) If the Executive gives written notice to the Company of any objection to the results of the Company’s calculations within 60 days of the Executive’s receipt of written notice thereof, the dispute shall be referred for determination to tax counsel selected by the independent auditors of the Company (“Tax Counsel”). The Company shall pay all fees and expenses of such Tax Counsel. Pending such determination by Tax Counsel, the Company shall pay the Executive the Make-Whole Amount as determined by it in good faith. The Company shall pay the Executive any additional amount determined by Tax Counsel to be due under this paragraph 6 (together with i...
Make Whole Payment. The Purchase Price will be adjusted if the Selling Price (as hereinafter defined) is less than the Average Price with the adjustment to be determined by multiplying the difference between the Average Price and the Selling Price by the number of Purchase Price Shares sold during the Averaging Period (the "Adjustment Amount"). The "Selling Price" will be determined by multiplying the Daily Price for each Selling Day times the number of Purchase Price Shares sold on such Selling Day, adding the sums for all Selling Days during the Averaging Period and dividing the sum by the total number of Purchase Price Shares sold during the Averaging Period. As used in this paragraph: (a) "Daily Price" means the closing price of the CEC Common Stock as reported in The Wall Street Journal on each Selling Day; (b) "Selling Day" means a trading day on which the Seller makes sales of any Purchase Price Shares; and (c) "Averaging Period" means the ninety (90) calendar day period commencing with the date the registration of the Purchase Price Shares is declared effective. Within three (3) business days after the earlier of the date all of the Purchase Price Shares are sold or the end of the Averaging Period, the Seller will furnish to the Buyer a reconciliation of each sale of Purchase Price Shares. The Seller and the Buyer acknowledge and agree that if the Average Price exceeds the Selling Price, the Buyer will pay the Adjustment Amount to the Seller by wire transfer of immediately available funds within three (3) business days after determination of the Adjustment Amount. If the Selling Price exceeds the Average Price, no Purchase Price adjustment will be made pursuant to this paragraph 2.4.
Make Whole Payment. To induce the Executive to enter into this Agreement, and to compensate him for the significant financial and other benefits he will forfeit at his current employer as a result of accepting employment hereunder and to secure for itself the benefit of the Executive's particular qualification and experience, AESC shall pay to the Executive, in a lump sum in cash on the business day after the date on which his current employer has publicly announced his resignation (or if later, the date on which the Executive executes this Agreement), a special hiring payment in an amount equal to Six Million Three Hundred Thousand Dollars ($6,300,000).
Make Whole Payment. Borrower Parties shall have made the Make-Whole Payment to the Co-Agent, for the ratable benefit of the Lenders with Revolver Commitments, required to be paid pursuant to Section 4 hereof.
Make Whole Payment. Immediately upon the Conversion of any share of Series A Preferred Stock, the Company shall pay to the Shareholder an amount (a "Make Whole Payment") with respect to such share equal to the Total Make Whole Amount for such share as of the date of such Conversion; provided, however, that the Company shall not be required to make a Make Whole Payment in respect of the Conversion of fewer than 25,000 shares of Series A Convertible Preferred Stock; provided, further, that any Make Whole Payments not required to be made pursuant to this sentence shall be carried forward and taken into account in determining whether the Company must provide the Shareholder with a subsequent Make Whole Payment.
Make Whole Payment. Upon the sale of any Affected Mortgage to a third party, the Company shall promptly pay to the Agent an amount (the "Make Whole Payment") equal to the Minimum Net Share as of the sale date, less the net proceeds realized by the Warehouse Purchasers upon the sale of the Affected Mortgage. RMST may offset any value replacement previously paid by the Company with respect to the to the Affected Mortgage against the Company's obligation to pay the Make Whole Payment, and if there is any excess of value replacement related to the Affected Mortgage after applying the value replacement to the Make Whole Payment, RMST will refund such excess to the Company, provided that the Company is not then in default in performance of any of its obligations under this Agreement in any other respect. However, application of the value replacement related to the Affected Mortgage to the Make Whole Payment shall in no way limit or waive any rights RMST may possess under or diminish any obligations of the Company with respect to, any provision of the Agreement for any Mortgage, including the Affected Mortgage.
Make Whole Payment. In order to compensate Employee for all benefits and payments that Employee forfeited when he ceased employment with his former employer, Employee shall receive cash payments equal to $200,000, $100,000 of which shall be payable on the Start Date and $100,000 of which shall be payable on July 2, 2012, provided that Employee remains continuously employed by the Company on such dates.
Make Whole Payment. In the event that an Unwind Start Date is declared by the Sleeve Provider in connection with a Reliant Event of Default or is declared by REPS in accordance with Section 2.06(b), in either case, within two years of the Effective Date, REPS shall pay to the Sleeve Provider the Make-whole Payment.
Make Whole Payment. Notwithstanding anything to the contrary in either Article V of the Management Investors Shareholders Agreement, dated August 26, 2011 (the “MISA”) or the letter agreement to the MISA (also dated August 26, 2011) with Executive, if an Initial Public Offering (as defined in the MISA) is consummated within six (6) months after Executive is terminated without Cause or resigns for Good Reason, and Parent (or, to the extent provided in Section 5.4 of the MISA, the Silver Lake Investors (as defined in the MISA)) has exercised the call right set forth in the MISA in whole or in part with respect to Call Shares (as defined in the MISA) then held by Executive or a member of Executive’s Call Group (as defined in the MISA) prior to such Initial Public Offering, then upon the date of the consummation of such Initial Public Offering, Executive (or the applicable member of Executive’s Call Group) shall receive a cash payment from the Company or Parent equal to the excess, if any, of (A) the value that would have been payable to Executive (or a member of Executive’s Call Group) in respect of the Call Shares previously sold to Parent (or the Silver Lake Investor(s)) through its exercise of the call right as of the date of such consummation (assuming for this purpose that Executive or a member of Executive’s Call Group had held such Call Shares as of the date of such consummation) over (B) the Call Shares Price (as defined in the MISA) actually received by Executive or a member of Executive’s Call Group for such Call Shares.
Make Whole Payment. In the event Closing occurs on or before April 15, 2011, upon the first payment of Gathering Fees following the effective date of the Second Amendment to this Agreement, the Gathering System Owners shall calculate and reimburse to Shipper, in accordance with the procedures set forth Article 11, the difference necessary to make whole the Shipper as if the Gathering Fees (as modified by the Second Amendment to this Agreement) had been effective as of April 1, 2011. Any reference to the “Gathering Fees” in the NAESB Purchase Agreement shall be deemed to refer to the Gathering Fees (as modified by the Second Amendment to this Agreement) as if such fees had been effective as of April 1, 2011 (it being understood that NPC shall receive the corresponding benefit under the NAESB Purchase Agreement from such Gathering Fees being effective as of April 1, 2011).
(x) The Agreement is hereby amended by adding Exhibits C, D, E, F to the Agreement incorporated therein for all purpose in the form of Exhibits C, D, E, F attached hereto.