Allocation; Term Clause Samples

Allocation; Term. In consideration of the Consultants' covenants hereunder, the Consultants shall be entitled to payment of the consideration described in Section 3.2. The consideration shall be allocated (a) Fifty Percent (50%) as compensation for consulting services, and (b) Fifty Percent (50%) as compensation for Consultants' restrictive covenants. Unless sooner terminated pursuant to Section 1.3 or Sections 3.4 and 3.5 hereof, this Agreement shall terminate upon the later to occur of Robert's or Shelley's death, provided that the Company shall continue to make payments to the estate of the second to die of ▇▇▇▇▇▇ or ▇▇▇▇▇▇▇ until the "Minimum Payment" (defined below) has been paid to the Consultants or their estates. The "Minimum Payment” shall be Five Hundred Forty Thousand Dollars ($540,000), as reduced (if at all) pursuant to Section 3.6 hereof. 3.1.1. Except for a sale, reorganization, assignment or other transaction upon which the successor company shall assume all of the Company's obligations under this Agreement, for so long as payments of the Minimum Payment are being made by the Company to the Consultants pursuant to this Agreement, the Company agrees that it will not transfer the Purchased Assets (as defined in the Acquisition Agreement), Products, and/or the Business to another company in a manner which would alter or jeopardize the Business, the Adjusted Gross Revenues and/or intended payment obligations as set forth in this Agreement or the Acquisition Agreement.