Certain Compensation Matters Sample Clauses

Certain Compensation Matters. The BGC Partners Group, on the one hand, and the Newmark Group, on the other hand, shall be responsible for all Liabilities with respect to any compensation and awards payable to BGC Employees, Former BGC Employees, Newmark Employees, Former Newmark Employees and Shared Employees, as applicable, for the performance period in which the Effective Time occurs up until the Effective Time, with such Liabilities to be allocated between the BGC Partners Group, on the one hand, and the Newmark Group, on the other hand, in a proportion that is materially consistent with the practices applied by the BGC Partners Group and Newmark Group with respect to such Persons prior to the Effective Time, all as previously disclosed in the BGC Partners Public Filings. On and following the Effective Time, the BGC Partners Group and Newmark Group (as well as the Cantor Group, as applicable) shall determine, and be responsible for, their respective employees’ and service providers’ compensation, including short-term and long-term incentive awards.
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Certain Compensation Matters. In connection with Consultant's retirement:
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Certain Compensation Matters. Notwithstanding the terms of Section 6.3, Buyers consent to the payment by the Acquired Companies prior to Closing of employee profit sharing, incentive, year-end and other bonus payments consistent with past practice. If not paid prior to the Closing, to the extent such bonus amounts are accrued and accounted for in determining Net Working Capital, then Buyers agree to cause the Acquired Companies to pay such bonuses after Closing in accordance with Sellers’ prior written instructions no later than March 15, 2015.
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Certain Compensation Matters. 33 8.03. Services of the General Partner and Board of Directors....................................................... 34 8.04. Compensation and Dealings with Partnership........................... 34 8.05. No Loans to Partners, Etc............................................ 34 8.06. Liability of the General Partner, Board of Directors Members and Others.................................... 35 8.07. Limitations on the Limited Partners.................................. 38 ARTICLE IX - RECORDS AND BANK ACCOUNTS..................................... 38
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Certain Compensation Matters. In the event any director's fees or other fees or remuneration are paid to any of the Class B Limited Partners, or any of their Affiliates (excluding the Partnership), by any Person in which the Partnership has a Portfolio Investment, the amount of compensation payable to the Class B Limited Partners by the Partnership shall be reduced by an amount equal to the amount of such fees or compensation. In the event the aggregate credits under this Section 8.02 against compensation payable by the Partnership to any Class B Limited Partner exceed the aggregate projected amount of compensation payable by the Partnership to such Class B Limited Partner for the twelve month period after such credits are determined, such excess shall be promptly paid to the Partnership by such Class B Limited Partner. Non-cash remuneration consisting of goods or services paid to a Class B Limited Partner by any Person in which the Partnership has a -33- 38 Portfolio Investment shall be taken into account when received, at fair value as determined by the Board of Directors.
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Certain Compensation Matters. Except as otherwise specifically provided in any Employment Agreement between the Partnership and a Class B Limited Partner, in the event any director's fees or other fees or remuneration are paid to any of the Class B Limited Partners, or any of their Affiliates (excluding the Partnership), by any Person in which the Partnership has a Portfolio Investment, the amount of compensation payable to the Class B Limited Partners by the Partnership shall be reduced by an amount equal to the amount of such fees or compensation. In the event the aggregate credits under this Section 7.02 against compensation payable by the Partnership to any Class B Limited Partner exceed the aggregate projected amount of compensation payable by the Partnership to such Class B Limited Partner for the twelve month period after such credits are determined, such excess shall be promptly paid to the Partnership by such Class B Limited Partner. Non-cash remuneration consisting of goods or services paid to a Class B Limited Partner by any Person in which the Partnership has a Portfolio Investment shall be taken into account when received, at fair value as determined by the Board of Directors.
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Certain Compensation Matters 
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Related to Certain Compensation Matters

  • Certain Compensation Other than in connection with a Conversion of an Affected Loan, Borrower shall pay to Administrative Agent for the account of the applicable Bank, upon the request of such Bank through Administrative Agent which request includes a calculation of the amount(s) due, such amount or amounts as shall be sufficient (in the reasonable opinion of such Bank) to compensate it for any loss, cost or expense which such Bank reasonably determines is attributable to:

  • Compensation and Related Matters During the Term of the Executive’s employment, as compensation and consideration for the performance by the Executive of the Executive’s duties, responsibilities and covenants pursuant to this Agreement, the Company shall pay the Executive and the Executive agrees to accept in full payment for such performance the amounts and benefits set forth below.

  • Certain Benefits Executive will be eligible to participate in all employee benefit programs established by Employer that are applicable to management personnel such as medical, pension, disability and life insurance plans on a basis commensurate with Executive’s position and in accordance with Employer’s policies from time to time, but nothing herein shall require the adoption or maintenance of any such plan.

  • Compensation and Employee Benefits SECTION 13.01.

  • Employment and Employee Benefits Matters (a) Parent will cause the Surviving Corporation and each of its Subsidiaries, for the period commencing at the Control Time and ending on the first anniversary thereof (the “Continuation Period”), to (i) maintain for the individuals employed by the Company at the Control Time (the “Current Employees”) and who remain employees of the Surviving Corporation during the Continuation Period base compensation and target incentive compensation that is no less favorable to each Current Employee than such Current Employee’s base compensation and target incentive compensation immediately prior to the Control Time, and (ii) provide benefits that are of comparable economic value in the aggregate to the benefits provided by the Company as of immediately prior to the Control Time (excluding, for purposes of Section 6.4(a)(i) and (ii) equity and equity-based compensation, retention, stay, or transaction bonuses or similar arrangements); provided, however, that nothing in this Section 6.4 will be construed as an amendment to or prevent the amendment or termination of any particular Company Plan or employee benefit plan of Parent or any of its Subsidiaries, to the extent permissible thereunder, or interfere with the Parent’s or any of its Subsidiaries’ or the Surviving Corporation’s right or obligation to make such changes as are necessary to conform with applicable Law. Parent will cause the Surviving Corporation and each of its Subsidiaries to honor all obligations and agreements relating to 2010 Bonuses (as defined in Section 4.13(a) of the Company Disclosure Letter) as are, and to the fullest extent, set forth in Section 6.4(a) of the Company Disclosure Letter. During the Continuation Period, Parent will cause the Surviving Corporation to pay or cause to be paid, consistent with the Company’s past practice in similar circumstances, to each Current Employee (i) who is involuntarily terminated or (ii) in the case of any employee covered by an employment, change in control, severance or similar agreement or entitlement providing for benefits upon a voluntary termination for good reason, who terminates employment voluntarily for good reason as therein defined, severance in accordance with past practices, including with respect to bonuses.

  • Labor Agreements and Actions; Employee Compensation (a) Neither the Company nor the Subsidiary is bound by or subject to (and none of its assets or properties is bound by or subject to) any written or oral, express or implied, contract, commitment or arrangement with any labor union other than those provisions of general agreements between the Federation of Labor Unions (the “Histadrut”) and the Coordination Bureau of Economic Organizations which may be applicable to certain classes of employees by virtue of extension orders, and no labor union has requested or has sought to represent any of the employees, representatives or agents of the Company or the Subsidiary. There is no strike or other labor dispute involving the Company or the Subsidiary pending, or to the best knowledge of the Company, that is likely to have a Material Adverse Effect, nor is the Company aware of any labor organization activity involving the Company or the Subsidiary. The Company is not aware that any officer or key employee, or that any group of key employees, intends to terminate their employment with the Company or the Subsidiary, nor does the Company or the Subsidiary have a present intention to terminate the employment of any of the foregoing. Schedule 2.24 sets forth the names of each of the Company’s and the Subsidiary’s employees and consultants. The Company and the Subsidiary are or at the Closing will be a party to an employment agreement with each employee of the Company and the Subsidiary, as applicable. The employment of each officer and employee of the Company or the Subsidiary is terminable at the will of the Company or the Subsidiary, subject to the payment of severance and other payments as provided by law and/or pursuant to any applicable employment agreements. The Company and the Subsidiary have complied in all material respects with all applicable laws related to employment. Except as set forth in Schedule 2.24(a) below, the Company and the Subsidiary are not parties to or bound by any currently effective employment deferred compensation agreement, bonus plan, incentive plan, profit sharing plan, retirement agreement, or other employee compensation agreement. Schedule 2.24(a) contains a list of all written and material oral promises, agreements, arrangements and understandings, with officers, directors, employees and consultants (other than attorneys and accountants) of the Company and the Subsidiary, which are presently in effect, detailing the name, title or position, annual salary/compensation (including bonuses, commissions, and deferred compensation), pensions (including those required by all applicable laws), retirement benefits, company cars, profit sharing, and any interests in any incentive compensation plan. A copy of the written (and a summary description of any material oral) agreements described in this Section 2.24 was delivered to Wellington prior to the date hereof. The severance pay to the employees of the Company and the Subsidiary is fully funded or provided for in the Financial Statements in accordance with US generally accepted accounting principals. All liabilities of the Company in connection with its employees (excluding illness pay and advance notice of termination) were adequately accrued in the Financial Statements and the Company is not aware of any circumstance whereby any employee might demand any claim for compensation on termination of employment beyond the amount of statutory or contractual severance pay to which such employee may be entitled. All obligations of the Company and the Subsidiary with respect to statutorily required severance payments have been fully satisfied or have been funded by contributions to appropriate insurance funds.

  • Other Compensation and Fringe Benefits In addition to any executive bonus, pension, deferred compensation and long-term incentive plans which Company or an affiliate of Company may from time to time make available to Employee, Employee shall be entitled to the following during the Employment Term:

  • Fees and Compensation of Directors Unless otherwise restricted by the Certificate of Incorporation or these bylaws, the Board shall have the authority to fix the compensation, including fees and reimbursement of expenses, of directors for services to the Corporation in any capacity.

  • Compensation and Employers Liability If the Borrower has employees, workers’ compensation insurance in compliance with statutory requirements and employer’s liability insurance, to the extent exposure exists, with a limit of not less than $1,000,000 per accident, per employee and per disease including such other forms of insurance that the Borrower is required by law to provide for the Project, all other states’ endorsement and, to the extent any exposure exists, coverage with respect to the USL&H Act and Xxxxx Act, covering loss resulting from bodily injury, sickness, disability or death of the employees of the Borrower. Deductibles shall be the best commercially available in accordance with prudent industry practice.

  • COMPENSATION OF ULTIMUS The Trust, on behalf of each Fund, shall pay for the services to be provided by Ultimus under this Agreement in accordance with, and in the manner set forth in, Schedule B attached hereto, as such Schedule may be amended from time to time. If this Agreement becomes effective subsequent to the first day of a month or terminates before the last day of a month, Ultimus’ compensation for that part of the month in which the Agreement is in effect shall be prorated in a manner consistent with the calculation of the fees as set forth above. Payment of Ultimus’ compensation for the preceding month shall be made promptly.

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