Payment and Distribution Clause Samples

Payment and Distribution. Advisor agrees to accept the Shares in full and complete payment for any and all services rendered to Company and or to the predecessor of Company during the years 1999 and 2000. The Company agrees to distribute the Shares to Advisor as soon as practicable after the execution of this Agreement and Subscription Agreement attached hereto as Exhibit I. The Company and Advisor acknowledge and agree that the Shares have a monetary value of no more than $0.01 and are restricted from resale.

Payment and Distribution. For purposes of this Article 12, the term "payment" and/or "

Payment and Distribution. Upon and after the occurrence of a Re-Allocation Event, all amounts from time to time accruing with respect to, and all amounts from time to time payable on account of, Loans denominated in an Alternative Currency (including, without limitation, any interest and other amounts which were accrued but unpaid on the date of such Re-Allocation Event) and Unpaid Drawings owing in an Alternative Currency shall be payable in Dollars (taking the Dollar Equivalents of all such amounts on the date of the occurrence of the respective Re-Allocation Event, with all calculations for periods after the Re-Allocation Event being made as if the respective such Loan or Unpaid Drawing had originally been made in Dollars) and shall be distributed by Administrative Agent for the account of appropriate Lenders which made such Loans or are participating therein.

Payment and Distribution. The Company shall pay the applicable Retention Bonus amount in accordance with the Company’s normal payroll practices for the payroll period that includes the Retention Bonus Date.

Payment and Distribution. Payee agrees to accept the Shares in full and complete payment for any and all unpaid advances made by Payee to Company and or to the predecessor of Company from the inception of the Company to the date of this Agreement. The Company agrees to distribute the Shares to Payee as soon as practicable after the execution of this Agreement and Subscription Agreement attached hereto as Exhibit I. The Company and Payee acknowledge and agree that the Shares have an aggregate monetary value of not less than $14,258 and are restricted from resale. 2. Representations and Warranties of Company. Company represents and warrants to Payee as follows: (a) Organization; Good Standing. Company is duly organized and validly exists in good standing as a corporation under the laws of the State of Nevada. Company has the legal power and authority to own, operate and lease its properties and assets and to carry on its business as now conducted, and is duly qualified to do business wherever the nature and location of its business and assets require such qualification.

Payment and Distribution. For purposes of this Article 10, the term “payment” and/or “

Payment and Distribution. 35. All Settlement Payments to Plaintiffs pursuant to this Settlement Agreement shall be made by the Settlement Administrator by check and delivered by first class mail, postmarked within fourteen (14) days after receipt of the deposit from Defendants identified in Paragraph 24 to the address designated for such Plaintiff by the Settlement Administrator. 36. The Settlement Administrator shall report the wage portions of the Settlement Payments on an IRS Form W-2 and the nonwage portions of the Settlement Payments on an IRS Form 1099. The wages portions of the Settlement Payments shall be subject to any adjustments, deductions or withholdings for applicable taxes or as otherwise required by federal, state or local law. The Settlement Administrator shall separately invoice Defendants for the employer share of FICA taxes (or any other taxes) on the wage portions of the Settlement Payments. 37. Each Plaintiff accepting payment pursuant to this Settlement Agreement agrees that he or she is solely responsible for his or her tax liability under federal, state or local tax laws arising from the payments described herein and agrees to hold harmless and indemnify Defendants in full for any tax obligations, interest, fines or penalties for which Defendants may become liable for such Plaintiff’s tax liability for all amounts paid to him or her under the terms of this Settlement Agreement. Defendants make no representations or warranties, express or implied, to Plaintiffs regarding the tax consequences of the payments herein or their allocation, and Plaintiffs have not relied on any such representation or warranty. Defendants shall have no further obligation to any Plaintiff with respect to this Action upon the mailing of such payment. In the event any such payment is returned by the U.S. Postal Service as undeliverable, or is uncashed or non-negotiated prior to its expiration, neither Defendants nor the Settlement Administrator shall have any further obligations to such Plaintiff except that (1) for any check returned by the U.S. Postal Service with a forwarding address prior to the check’s expiration date, the Settlement Administrator shall mail the check to the forwarding address; and (2) if a Plaintiff contacts the Settlement Administrator to request a replacement check, the Settlement Administrator shall comply with such a request by cancelling the initial check and issuing a replacement. However, the replacement check shall expire on the same date as the original...

Payment and Distribution. 3.1 In consideration for the terms, conditions and undertakings by or relating to Plaintiffs in this Agreement and the mutual promises and covenants contained herein, Defendant will pay Plaintiffs and their attorneys in the instant actions the gross amount of One Million Eight Hundred and Twenty Five Thousand Dollars ($1,825,000). This is an amount agreed to among the parties to compromise, settle and satisfy the disputed claims of Plaintiffs and may represent claims for back wages, liquidated damages, interest, costs, and attorneys’ fees necessary to the pursuit and administration of the instant actions and their settlement, lost opportunity or similar damage or expense claims, all of which Defendants dispute. Of this amount, and subject to the Court’s approval, $798,000 will be paid to the attorneys for the Plaintiffs in full and complete settlement of all claims for fees and costs associated with the remaining claims brought in the instant actions. The parties agree that $798,000 is a fair and reasonable amount for plaintiffs’ attorneys’ fees related to the plaintiffs’ claims in the instant actions. 3.2 Pursuant to this Agreement and an Order of the Court approving the settlement, Plaintiffs’ counsel will establish and administer a Qualified Settlement Fund (a “QSF”) within the meaning of Section 468B of the Internal Revenue Code, which shall be used solely for the purpose of funding and distributing the settlement proceeds hereunder and for the purpose of reporting to federal, state and local governmental tax authorities. Within thirty five (35) days of the date that the Court enters an order finally approving this Agreement, the Company shall pay the gross amount of One Million Eight Hundred and Twenty Five Thousand dollars ($1,825,000) by wire transfer to the QSF. If an appeal is filed challenging the approval by the District Court of this settlement, then the payment of the settlement proceeds shall not be made until such appeal has been resolved conclusively and the approval of the settlement is final in all respects. 3.3 Plaintiffs’ counsel will be responsible for the distribution from the QSF to each eligible Plaintiff listed on Exhibit A his/her respective share of the amounts of monies defined in paragraph 3.1 above, in accordance with the Consent/Retainer Agreement previously executed by each of the Plaintiffs pursuant to the formula set forth in this paragraph 3.3, and for withholding from the distributions, reporting to federal, state and lo...

Payment and Distribution. The Executive’s IPO Transaction Bonus shall be paid to the Executive on the IPO Effective Date, or as soon as administratively possible after such date, but in no event later than five (5) business days after the IPO Effective Date.