Specified Payments Clause Samples
Specified Payments. (a) A “Specified Tax Refund” shall mean a cash refund received by the Company Group in respect of (i) any Tax prepayment or overpayment of estimated Taxes (or portion thereof) set forth on Schedule 5.6(a)(i) for any Pre-Closing Taxable Period set forth therein that is not included in the calculation of Accrued Income Taxes because of the “not less than zero in respect of any jurisdiction” limitation therein and (ii) an overpayment of Income Tax shown on the Income Tax Return filed with respect to such jurisdiction for the applicable Pre-Closing Taxable Period; provided that the fact that the amount of a Tax prepayment or overpayment shown on Schedule 5.6(a)(i) is more or less than the amount of the overpayment actually determined upon the preparation of the relevant Tax Return shall not prevent such overpayment from inclusion
Specified Payments. In consideration of the general release contained in this Agreement, Executive’s execution and non-revocation of the Second Release (as defined below) and Executive’s compliance with the terms of Section 2 and Section 11 of this Agreement and the sections of the Employment Agreement that survive following the Designated Date pursuant to Section 8(a) hereof, Executive will accept, as and on behalf of Executive Releasor (as defined below), from the Company on behalf of each Company Releasee (as defined below), the following cash payments, benefits and stock awards (the
Specified Payments. (i) guaranteed earn-out payments to executives of Gekko pursuant to Executive Employment Agreements by and between Gekko as in effect on the date hereof and as previously disclosed to Lender, the total amount of which payments shall not exceed in the aggregate, $3,500,000, and (ii) payments to executives (other than those specified in subsection (i) above) of Gekko pursuant to such Executive Employment Agreements which are based on the performance of such executives. Subordinated Debt: Debt incurred by a Borrower that is expressly subordinate and junior in right of payment to Full Payment of all Obligations, and is on terms (including maturity, interest, fees, repayment, covenants and subordination) satisfactory to Lender.
Specified Payments. Notwithstanding any provision of any separate plan, policy, program or agreement to the contrary, Executive shall receive the following cash payments in the form of a single-sum on January 5, 2009:
a. The balance credited to Executive as of such date under the Company’s 2005 Deferred Compensation Plan;
b. The balance credited to Executive as of such date under the Company’s Deferred Bonus Plan, which amount shall be fully vested as of Executive’s Retirement Date;
c. In lieu of the salary continuation otherwise provided under Executive’s Employment Agreement and subject to the terms of the Waiver and Release attached hereto as Exhibit A, an amount equal to $410,000, representing Executive’s annualized base compensation as of his Retirement Date; and
d. In lieu of the continuation of certain life insurance benefits otherwise provided under Executive’s Employment Agreement and subject to the terms of the Waiver and Release attached hereto as Exhibit A, an amount equal to $60,000. The parties agree that to the extent any amount payable hereunder is deemed “deferred compensation” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), the provision of this paragraph 4 are intended to constitute a transitional payment election within the meaning of IRS Notice 2005-1 (Q&A-19(c)), as the same has been modified from time to time, and to provide for payment of those amounts described above at a specified time in accordance with the provisions of Code Section 409A(a)(2)(iv).
Specified Payments. 48 5.7 R&W Policy ...........................................................................................................49 5.8 Indemnification, Exculpation and Insurance .........................................................49 5.9
Specified Payments the amount of Restricted Payments paid in cash during the relevant fiscal year pursuant to Section 7.05, Permitted Investments and any capital expenditures (each, a “Specified Payment”) in each case to the extent such Specified Payments were financed with internally generated cash flow or borrowings under any revolving credit facility (the “Restricted Payment Amount”);