Payment of Additional Consideration. In consideration of the premises and promises herein contained, and subject to Executive executing and not revoking this Separation Agreement, it is agreed that the Company will provide Executive those certain benefits specifically detailed in Exhibit B to this Separation Agreement. It is expressly agreed to and acknowledged by the parties that Executive is not entitled to the benefits set forth in Exhibit B until such time as he executes and does not revoke this Separation Agreement. The Company shall withhold, or cause to be withheld, from said payments all amounts required to be withheld pursuant to federal, state or local tax laws. The consideration set forth in this Paragraph 2 is in full, final and complete settlement of any and all claims which Executive could make in any complaint, charge, or civil action, whether for actual, nominal, compensatory, or punitive damages (including attorneys’ fees). Executive acknowledges that such consideration is being made as consideration for the releases set forth in Paragraphs 3 and 4. Executive further acknowledges that the items of consideration set forth in this Paragraph 2 are separate and distinct of and from each other, and that payment of each such item is independent valuable consideration for the release and waiver set forth in Paragraphs 3 and 4.
Payment of Additional Consideration. In addition to the Purchase Price, Buyer shall pay to Sellers, or their assigns or successors, subject to the terms and conditions of this Agreement, additional consideration as follows:
Payment of Additional Consideration. In consideration of the premises and promises herein contained, and subject to Executive executing and not revoking this Agreement, it is agreed that the Company will provide Executive those certain benefits specifically detailed in Exhibit B to this Agreement. The benefits set forth in Exhibit B include those that Executive will receive under Section 6(e) (iii) (iv) and (v) of the Employment Agreement and an additional separation bonus pursuant to the terms of the VERP. It is expressly agreed to and acknowledged by the parties that Executive is not entitled to the benefits set forth in Exhibit B until such time as he executes and does not revoke this Agreement. The Company shall withhold, or cause to be withheld, from said payments all amounts required to be withheld pursuant to federal, state or local tax laws. The consideration set forth in this Paragraph 2 is in full, final and complete settlement of any and all claims which Executive could make in any complaint, charge, or civil action, whether for actual, nominal, compensatory, or punitive damages (including attorneys’ fees). Executive acknowledges that such consideration is being made as consideration for the releases set forth in Paragraphs 3 and 4. Executive further acknowledges that the consideration set forth in this Paragraph 2 are separate and distinct of and from each other, and that either payment is independent valuable consideration for the release and waiver set forth in Paragraphs 3 and 4.
Payment of Additional Consideration. 3.1 On the date falling five Business Days after the calculation of the Working Capital and the Cash Amount becomes final and binding on the parties in accordance with this Agreement:
Payment of Additional Consideration. Buyer shall pay the Additional Consideration as specified in Section 2.6.
Payment of Additional Consideration. Each payment of the Class A Additional Consideration, as and when payable by DPRC to each holder of the Outstanding Class A Stock, shall be paid by DPRC to each holder of the Outstanding Class A Stock, which amount shall be payable by DPRC's delivery to each holder of the Outstanding Class A Stock of a stock certificate of DPRC, certifying that such holder is the record holder of the applicable number of Additional DPRC Shares. Each payment of the Class B Additional Consideration, as and when payable by DPRC to each holder of the Outstanding Class B Stock, shall be paid by DPRC to each holder of the Outstanding Class B Stock, which amount shall be payable by DPRC's delivery to each holder of the Outstanding Class B Stock of a check, made payable to such holder of the Outstanding Class B Stock, or cash by wire transfer to such holder's account.
Payment of Additional Consideration. Payments by Buyer to Seller of Additional Consideration, if any, under this Section 2.6 for any Winter Season shall be made within forty-five (45) days after the end of such Winter Season, but in any event not later than June 30th of the year in which such Winter Season ends. 2.6.3
Payment of Additional Consideration. The Acquiror shall deposit with the Exchange Agent cash or immediately available funds in the amount of the Additional Consideration payable hereunder (less the amount of the Interim CEO Payment payable pursuant to Section 2.8 and less any amounts in dispute in accordance with Section 2.3(e)) within ten (10) Business Days following approval by the Board of Directors of the Acquiror (the “Acquiror Board”), at its regularly scheduled meeting held in February 2011, of the PV Commercial Revenue, the Commercial Gross Margin and the resulting Additional Consideration payable as set forth in the Earn-Out Statement, or promptly following the determination of such amounts by an Arbiter in the event of a dispute as contemplated by Section 2.3(e); provided that if the PV Commercial Revenue and Commercial Gross Margin targets set forth in Section 2.3(a) have been achieved prior to the regularly scheduled meeting of the Acquiror Board held prior to the end of the fiscal year ending December 31, 2010, then such payment to the Exchange Agent shall be made promptly following approval of the Acquiror Board at such meeting. The Exchange Agent shall promptly disburse to each Shareholder his, her or its Pro Rata Share of the Additional Consideration (other than any amounts that are subject to dispute). The Acquiror shall furnish to the Shareholder Representative at least five (5) days advance written notice of the Acquiror Board meeting, together with all materials provided to the Acquiror Board relating to the calculation and approval of the Additional Consideration as well as any recommendations contained therein. The standard for the Acquiror Board approval of the Additional Consideration is whether the calculations of PV Commercial Revenue and Commercial Gross Margin set forth in the Earn-Out Statement were determined in accordance with the terms of this Agreement. If the Acquiror Board approves any modification to the calculation of the Additional Consideration set forth in the Earn-Out Statement, the Acquiror shall notify the Shareholder Representative of such modification, specifying the basis therefor and the computation of Additional Consideration so approved by the Acquiror Board. Any late payment of the Additional Consideration shall bear interest at the then senior bank rate available to the Acquiror plus 200 basis points. Notwithstanding anything to the contrary herein, if there is a dispute with respect to the amount of Additional Consideration payable hereunder...
Payment of Additional Consideration. MicroTel further agrees that if the market value of the Stock on the date that its restrictions are lifted in accordance with Section 2.3
Payment of Additional Consideration. The Additional Consideration of $2,000,000 shall be paid in accordance with the Merger Agreement no later than June 30, 2000.
