Certain Payment Clause Samples

Certain Payment. The parties acknowledge that certain contracts with terms similar in some ways to this Agreement have been construed to be option contracts. Accordingly, simultaneously with the execution of this Agreement, Buyer has paid to the Sellers the sum of Ten Dollars ($10.00) as consideration to the Sellers for the granting of any and all options to Buyer contained in this Agreement, the receipt and adequacy of which are hereby conclusively acknowledged. Said option consideration is separate and apart from the Purchase Price and in no event will be returned to Buyer.

Certain Payment. Group 1 shall pay to the Owners and to Davi▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇ Ancillary Amount as soon as reasonably practicable after the determination of the Ancillary Amount. The "Ancillary Amount" shall be an amount equal to the difference of (a) the Ancillary Earnings, and (b) the Interim Payments; provided, however, that in no event shall the Ancillary Amount exceed $15,000,000. The "Ancillary Earnings" shall be an amount equal to the difference of (a) the product of (i) the Ancillary Incremental Income Increase, times (ii) 7.33, and (b) the sum of (i) the Capital Costs of implementation of the Changes resulting in the Ancillary Incremental Income Increase, plus (ii) $4,056,345. The "Ancillary Incremental Income Increase" shall be an amount equal to 0.60 times, the difference of (a) aggregate pre-tax income attributable to all Chrysler Corporation dealerships owned by Group 1 and operated by Thom▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇. ▇▇ Trav▇▇ ▇▇▇ Will▇▇▇▇▇▇ ▇▇▇nties, Texas for the first full calendar year after the completion of all Changes in Trav▇▇ ▇▇▇ Will▇▇▇▇▇▇ ▇▇▇nties, Texas, and (b) $4,989,462. "Changes" shall mean only acquisitions and dispositions of automotive franchises of Chrysler Corporation by the Dealerships, including the

Certain Payment. (a) In consideration of Executive’s agreement to the terms of this Agreement, the Company will make a payment to Executive, of one million, six hundred and nine thousand and fifty-two dollars and seventy-five cents ($1,609,052.75), less applicable deductions, such payment to be made on December 31, 2008, following the Company’s receipt of the Mutual Release in the form set forth in Exhibit A hereto on December 23, 2008, signed by Executive, without revocation by Executive; provided, however, that in no event will any amounts payable pursuant to this Section 4(a) be paid later than the 15th day of the third calendar month following the end of the Executive’s taxable year in which the earliest of the following events occurs: (i) Executive dies, (ii) Executive becomes permanently disabled within the meaning of Section 1(c) of this Agreement, or (iii) Executive terminates his employment with the Company on December 23, 2008 pursuant to Section 1(b) of this Agreement. (b) In consideration of Executive’s agreement to the terms of this Agreement, Executive and the Company agree that Executive will continue to participate for thirty-six (36) months from the date of his termination of employment in the following plans and programs: (i) BCO Matching Gift Program; and (ii) Tax & Financial Planning Program; provided, however, that payments to Executive under the Tax & Financial Planning Program in a particular year (1) will not exceed (A) $10,000 or (B) amounts actually expended by Executive for reimbursable tax and financial planning costs, as defined in the Tax & Financial Planning Program, for that year, whichever is lower and (2) will be made on December 1, 2009; December 1, 2010; and December 1, 2011, and cannot be accelerated or deferred from such dates; provided, further, that the maximum amount available for reimbursement in any calendar year will not be increased or decreased to reflect the amount expended or reimbursed in a prior or subsequent calendar year, and the right to reimbursement is not subject to liquidation or exchange for another benefit. This Tax & Financial Planning Program benefit is intended to comply with Treasury Regulations Section 1.409A-3(i)(1) and shall be so interpreted and applied. During the thirty-six (36) month period from the date of the termination of his employment, Executive will also participate in the Company’s retiree medical plan and will pay the same employee contribution rates as the Company’s active employees, such emplo...

Certain Payment. In consideration of the agreements of the Purchasers hereunder, the Transferor agrees that if on any Transfer Date the portion of the Facility Unused Fee payable on the next succeeding Distribution Date exceeds the aggregate amount of funds available pursuant to the applicable provisions of the Series Supplement to pay such Facility Unused Fee, the Transferor shall pay to the Administrative Agent, for distribution to each Managing Agent for each Purchaser Group, on such Distribution Date an amount equal to such excess; provided, however, that, notwithstanding the foregoing, in no event shall the amount of any payment made pursuant to this Section 2.06 on any date exceed the remaining principal amount of the FCI Note on such date. All payments pursuant to this Section 2.06 shall be made in immediately available funds.