Post-Closing; Termination Payments Sample Clauses

Post-Closing; Termination Payments. (a) In the event that the Second Deposit is paid to Sellers as provided in Section 8.2(d) hereof and any “Covered Assets” (as hereinafter defined) are sold in one or more transactions to any Person or Persons (including, without limitation, to Purchaser pursuant to the exercise of any of the options referred to in Sections 9, 10 and 11 hereof) that, in the aggregate, generate net proceeds to Sellers in excess of an amount equal to (x) $195,000,000, less (y) the amount of the Second Deposit, plus (z) an amount equal to any Allocated Burn Costs as of the date of receipt of such proceeds, Sellers shall pay to Purchaser eighty percent (80%) of such excess proceeds until Purchaser shall have received $50,000,000 in the aggregate, and Sellers shall have no further obligation to Purchaser under this Section 8.4(a) with respect to any additional proceeds from the sales of Covered Assets. For purposes of this Section 8.4, “Covered Assets” shall mean (i) all assets that would have been purchased by SunGard Data Systems, Inc. pursuant to its last bid for assets of the Sellers set forth in the record of the Auction (including, without limitation, any assets subject to any of the options set forth as part of the last bid by SunGard Data Systems, Inc.), including, without limitation, the assets subject to any of the options referred to in Sections 9, 10 and 11 hereof, ADP, Telerate and any Asian or European subsidiaries and/or operations of Sellers or any assets relating thereto, whether sold before or after termination of this Agreement and (ii) any other assets of Sellers (other than any shares, assets or business operations of Bridge/DFS Pty. Ltd. and any shares of capital stock of Savvis owned by Sellers) sold after termination of this Agreement. Accounts Receivable shall not constitute Covered Assets. (b) In the event the Closing of the transactions contemplated under this Agreement occurs, eighty percent (80%) of any net proceeds received by Sellers pursuant to the sale of any stock or assets of the Telerate Business, or of Sellers’ European or Asian subsidiaries and/or operations related thereto shall (i) be applied to the Purchase Price payable at Closing in the event such proceeds from any such sales are received by Sellers prior to or simultaneously with the Closing, and (ii) promptly remitted to Purchaser or Purchaser’s Designee if such proceeds from any such sales are received by Sellers after the Closing. 50 (c) Any amounts payable to Purchaser pursuant to ...
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Related to Post-Closing; Termination Payments

  • Closing Termination The closing of the Transaction (the “Closing”) shall be effective between the Parties as of 12:00 p.m. Eastern Daylight Time on January 6, 2006 (the “Closing Date”). However, in the event that the Parties have not satisfied all of the conditions necessary to Close by the Closing Date including, without limitation, the completion, review and approval of the Disclosure Schedule (hereinafter the “Closing Conditions”) then, in such event, either Party may extend the time period for satisfying such Closing Conditions until 4:00 p.m. Eastern Daylight Time, February 28, 2006 (hereinafter the “Extended Time”) with the understanding and agreement that if the Closing Conditions are completed to the mutual satisfaction of the Parties by the Extended Time that this Transaction shall be effective as of the Closing Date. In the event that the Closing Conditions have not been completed to the mutual satisfaction of the Parties by the Extended Time, this Agreement may be terminated by either Party unless the Parties through their respective legal counsel otherwise agree in writing to an additional extension of time not to exceed ten (10) consecutive days beginning on the day immediately following the Extended Time for satisfying such Closing Conditions. The Closing shall be conducted remotely through the exchange of documents via fax or email with original documents exchanged via overnight, next day delivery by a reputable national courier on the Closing Date or, if the time for satisfying the Closing Conditions has been extended to the Extended Time, on the date on which the Extended Time ends. All deliveries made at the Closing shall be deemed to have been made simultaneously except as one delivery must logically be deemed to precede or follow another.

  • Termination Payments In the event of termination of the Executive’s employment during the Employment Period, all compensation and benefits set forth in this Agreement shall terminate except as specifically provided in this Section 8.

  • Qualifying Terminations The occurrence of any one of the following events within twenty-four calendar months after a Change in Control of the Company will trigger the payment of Severance Benefits under this Agreement:

  • CIC Qualifying Termination If the Executive is subject to a CIC Qualifying Termination, then, subject to Sections 4, 9, and 10 below, Executive will be entitled to the following benefits:

  • Qualifying Termination If the Executive is subject to a Qualifying Termination, then, subject to Sections 4, 9, and 10 below, Executive will be entitled to the following benefits:

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

  • Post-Closing Payments (a) On the first anniversary of the Closing Date, Buyer will pay to Seller or, to the extent designated by Seller in writing and in accordance with Section 3.11, to the Members in accordance with their respective Pro Rata Percentages, the remaining 33.33% of the Closing Cash Consideration, as finally determined in accordance with Section 3.4 (the “Deferred Cash Payment”), via wire transfer to the Seller’s Bank Account or the Member Bank Accounts, as applicable.

  • Termination Payments and Benefits Regardless of the circumstances of the Executive’s termination, Executive shall be entitled to payment when due of any earned and unpaid base salary, expense reimbursements and vacation days accrued prior to the termination of Executive’s employment, and other unpaid vested amounts or benefits under Company retirement and health benefit plans, and, as applicable, under Equity Agreements in accordance with their terms, and to no other compensation or benefits.

  • Termination Giving Rise to a Termination Payment If there is a Covered Termination by the Executive for Good Reason, or by the Company other than by reason of (i) death, (ii) disability pursuant to Section 11, or (iii) Cause, then the Executive shall be entitled to receive, and the Company shall promptly pay, Accrued Benefits and, in lieu of further base salary for periods following the Termination Date, as liquidated damages and additional severance pay and in consideration of the covenant of the Executive set forth in Section 13(a), the Termination Payment pursuant to Section 8(a).

  • Termination Other Than a Qualifying Termination If the termination of the Executive’s employment with the Company Group is not a Qualifying Termination, then the Executive will not be entitled to receive severance or other benefits.

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