Internalization Payment Sample Clauses

The Internalization Payment clause establishes the obligation for one party to compensate another when certain transactions are executed internally rather than through external channels. Typically, this clause applies in contexts where a broker or intermediary executes client orders using its own inventory or within its own system, rather than routing them to the open market. By specifying the terms and conditions for such payments, the clause ensures that the party whose orders are internalized receives appropriate compensation, thereby addressing potential conflicts of interest and promoting fairness in transaction execution.
Internalization Payment. At the Closing, OpCo shall pay to GSAM Holdings II a cash payment equal to thirty million dollars (US$30,000,000); provided, that such amount shall be reduced by the sum of the aggregate amount of any cash signing bonuses paid to GSAM Subject Employees who become employees of a GSRP Entity, which shall not exceed three million dollars (US$3,000,000) in the aggregate. Prior to the Closing, GSRP shall provide to GSAM Holdings II documentation evidencing all cash signing bonuses described in the proviso in the preceding sentence. If the transactions contemplated by the QBI Agreement are consummated, four million dollars (US$4,000,000) of the cash payment pursuant to this Section 2.04 shall be credited against, and shall reduce, the purchase price payable under the QBI Agreement.
View SourceView Similar (3)
Internalization Payment. As consideration for the Internalization, on the Effective Date, the Company shall: (a) pay to the Manager $150,000,000 by wire transfer of immediately available funds to the account(s) previously specified by the Manager (the “Cash Consideration”); provided that (i) the Company, in its sole discretion, may elect to make payment of all or any portion of the Cash Consideration at any time on or prior to the date that is six (6) months after the Effective Date and (ii) if the Company does not make payment of all of the Cash Consideration on the Effective Date, then the aggregate amount of the Cash Consideration that is unpaid as of the Effective Date (such amount, the “Cash Consideration Payment Balance”) shall accrue interest from the day after the Effective Date at seven percent (7.0%) per annum (compounded annually based on the actual number of days elapsed in any year and calculated on the aggregate amount of the Cash Consideration Payment Balance (as adjusted to reflect any payments by the Company in respect of such amount) until paid in full) and the Company shall pay the aggregate amount of the Cash Consideration Payment Balance (as adjusted to reflect any payments by the Company in respect of such amount) plus any accrued and unpaid interest thereon no later than the date that is six (6) months after the Effective Date (such date, the “Trigger Date”); provided, however, that the aggregate amount of the then-outstanding Cash Consideration Payment Balance plus any accrued and unpaid interest thereon that remains outstanding after the Trigger Date shall accrue interest from the day after the Trigger Date onward at twelve percent (12.0%) per annum (compounded annually based on the actual number of days elapsed in any year and calculated on the aggregate amount of the Cash Consideration Payment Balance (as adjusted to reflect any payments by the Company in respect of such amount) and accrued interest outstanding from time to time until paid in full); (b) pay to the Manager the Estimated Accrued Amounts (as defined below) set forth in the Estimated Schedule (as adjusted in accordance with Section 1.06 hereof), by wire transfer of immediately available funds to the account(s) previously specified by the Manager; (c) issue to the Manager a number of ordinary shares of the Company equal to the quotient of (x) $150,000,000 divided by (y) the Share Price (the “Share Consideration” and, together with the Cash Consideration, the “Internalization Payment”); (d) pu...
View Source
Internalization Payment. As consideration for the Internalization, (i) on the Effective Date, the Company shall make a one-time payment to the Manager of $200,000,000 by wire transfer of immediately available funds to the account(s) previously specified by the Manager, (ii) on September 15, 2022, the Company shall make a one-time payment to the Manager of $100,000,000 by wire transfer of immediately available funds to the account(s) previously specified by the Manager or such other account(s) specified by the Manager at least three (3) business days prior to September 15, 2022 and (iii) on December 15, 2022, the Company shall make a one-time payment to the Manager of $100,000,000, less the Bonus Amount (as defined below), by wire transfer of immediately available funds to the account(s) previously specified by the Manager or such other account(s) specified by the Manager at least three (3) business days prior to December 15, 2022.
View Source

Related to Internalization Payment

  • Separation Payment An ASF Member shall be compensated at the final rate of pay for all unused, accumulated vacation, leave time upon separation from state service, or movement to a vacation ineligible position. An employee on an unpaid leave of absence of more than one (1) year for a purpose other than accepting an unclassified position in state civil service, or an employee on layoff that results in separation from service, may elect to be compensated at the final rate of pay for unused accumulated vacation leave. This accumulated vacation payout shall not exceed two hundred and seventy-five (275) hours, except in the case of the ASF Member's death. Calculation of an ASF Member's hourly rate for purposes of computing vacation separation payment shall be based upon a base of two thousand eighty-eight (2,088) working hours per year. Appointment periods of less than one (1) year in duration shall be prorated on this basis. Except as provided in Article 16, Section C, Subdivision 4 which pertains to the separation payment to retirees, the separation payment will be made in cash.

  • Consideration Payment The consideration paid to Contractor is the entire compensation for all Work performed under this Agreement, including all of Contractor's approved reimbursable expenses incurred, such as travel and per diem expenses, unless otherwise expressly provided, as set forth in Exhibit 8 (Fees, Pricing and Payment Terms).

  • Termination Payment The final payment delivered to the Certificateholders on the Termination Date pursuant to the procedures set forth in Section 9.01(b).

  • Separation Payments Following Executive’s separation from service with Company on or after his Vesting Date (as defined in Section 7), Company shall pay to Executive the sum of THIRTY-FOUR THOUSAND TWO HUNDRED SEVEN and 04/100 Dollars ($34,207.04) per month, beginning six months and one week after Executive’s date of separation for a period of ten (10) years, or until Executive’s death, whichever first occurs (the “Separation Payments”). Such payments shall be subject to any and all applicable withholding, Social Security, employment, income and other taxes or assessments, if any, under the applicable tax law. If Executive should die during the ten-year period during which payments are being made under this Paragraph 3, then those payments shall terminate and future payments, if any, shall be made to Executive’s designated beneficiary(ies) or Executive’s estate in accordance with the provisions of Paragraph 4 of this Agreement.

  • Retention Payment Payment of the Retention amount will be made in accordance with Public Contract Code Section 7107. If the Retention Payment is made before D-BE has complied with all of its obligations under the Contract, then payment of Retention shall not be interpreted as Final Payment and shall not relieve D-BE of its obligations under the Final Payment provisions.