Continuing Payments definition
Examples of Continuing Payments in a sentence
The parties intend that, to the maximum extent possible, any amounts paid as Base Compensation Continuing Payments or Severance Payments or otherwise shall qualify as a short-term deferral pursuant to Section 409A or as separation pay exempt from Section 409A.
Except for the Continuing Payments under the Prior Agreement, by signing this Agreement, the Executive releases and discharges the Company and any subsidiary of the Company from any and all obligations and liabilities heretofore or now existing under or by virtue of such prior agreements.
The parties hereto agree that the Closing Payment, and the Continuing Payments, shall be allocated among the Sellers and to the Purchased Assets as provided in Schedule 2.1 and Schedule 2.2 hereto.
Notwithstanding anything to the contrary contained herein, Purchaser may assign any or all of its obligations with respect to the Continuing Payments to any joint venture formed between Purchaser and/or some or all of the Sellers into which the HD WAK Technology is contributed or otherwise transferred.
In such event, an amount equal to one-twelfth of the aggregate Base Compensation Continuing Payments or Severance Payments, as applicable, shall constitute consideration for Executive’s delivery of the Release pursuant to this Section 7.G. (the “Release Consideration”).
The parties intend that, to the maximum extent possible, any amounts paid as Base Compensation Continuing Payments, Severance Payments, or Prior Year Annual Bonus or otherwise shall qualify as a short-term deferral pursuant to Section 409A or as separation pay exempt from Section 409A.
If Executive violates any provision of Section 5.A.(v), then QVC will have no obligation to pay Executive any Base Compensation Continuing Payments or Severance Payments pursuant to Section 9.A., 9.C. or 9.G. to the extent any or all of the same remain payable by QVC on or after the date of such violation, except to the extent of any unpaid Release Consideration.
In the event of the final determination of any liability under this Section 6.2 from Sellers to Purchaser, Purchaser may, upon written notice to Sellers, setoff or recoup, in whole or in part, such amounts from the Continuing Payments.
If the Executive is found guilty or enters into a plea agreement, consent decree or similar arrangement with respect to any such criminal or civil proceedings, or if the Board makes a finding that the Executive has committed such an act or omission, (1) NMG’s obligation to provide the Continuing Payments shall immediately end, and (2) the Executive shall repay to NMG, within 30 days after a written request by NMG, any Continuing Payments paid to him.
For the avoidance of doubt, for so long as Seller makes Continuing Payments, such Continuing Payments shall be in lieu of any payments of similar type or nature by Purchaser to any Continuing Employee receiving such Continuing Payments, and Purchaser shall have no obligation or duty to make any such payments to any such Continuing Employee.