Xxxxxxxx Payment definition

Xxxxxxxx Payment is defined in Section 5.7.

Xxxxxxxx Payment means a payment from an Acquired Company or Affinia Automotiva Ltda. to Xx. Xxxxx Xxxxxxxx of an amount to be determined by the Company in consideration for the redemption and waiver of all of Xx. Xxxxxxxx’x equity interests in the Company and his release of all claims and potential claims against the Acquired Companies, which if made by Automotiva will be funded in whole or in part from a capital contribution from an Acquired Company to Affinia Automotiva Ltda.

Xxxxxxxx Payment. [With respect to a Distribution Date and to a Warranty Receivable to be repurchased as of the last day of the related Monthly Period:

Examples of Xxxxxxxx Payment in a sentence

• Xxxxxxx acknowledges and agrees that his failure to fulfill any of the obligations imposed upon him pursuant to any of the foregoing items (a), (b) and/or (c) may result in an adjustment of Xxxxxxx’x Payment.

• Xxxxxxx’x Payment and the Remaining Members’ Payment may be changed or otherwise adjusted from time-to-time by a Majority of the Members, in their sole and absolute discretion.

• Xxxxxxx, in consideration for Xxxxxxx’x Payment, agrees (a) to remain active in the business of the Company on a full-time basis, (b) to devote his reasonable best efforts and abilities in rendering services to the Company in a competent and professional manner, and (c) to comply with and observe all lawful policies and directives which may be promulgated from time to time by the Company.

• In the event the Company is no longer making Xxxxxxx’x Payment, the Company shall no longer be obligated to make the Remaining Members’ Payment.

• Xxxxxxx’x Payment and the Remaining Members’ Payment shall be paid by the Company to Xxxxxxx and the Remaining Members, respectively, prior to making any distributions to the Members pursuant to the provisions of Section 4.5(c).

More Definitions of Xxxxxxxx Payment

Xxxxxxxx Payment means Eighty-Four Million Six Hundred Thousand Dollars ($84,600,000) payable to the Xxxxxxxx Group for, among other things, their controlling interest in the Company.

Xxxxxxxx Payment shall have the meaning set forth in Section 14.2. ------------

Xxxxxxxx Payment has the meaning assigned to such term on Schedule 1.1.

Xxxxxxxx Payment has means any payments made pursuant to Section 8(g)(x) and (z) of that certain employment agreement, dated as of January 17, 2011, between the meaning assigned to such term on Schedule 1.1. Company and B.

Xxxxxxxx Payment has the meaning set forth in Section 2.2(d). -------------- "Assets and Properties" and "Assets or Properties" of any Person each means all assets and properties of every kind, nature, character and description (whether real, personal or mixed, whether tangible or intangible, whether absolute, accrued, contingent, fixed or otherwise and wherever situated), including the goodwill related thereto, operated, owned or leased by such Person, including, without limitation, cash, cash equivalents, accounts and notes receivable, chattel paper, documents, instruments, general intangibles, real estate, equipment, inventory, goods and Intellectual Property.

Xxxxxxxx Payment means the portion of a GP Payment required to be paid to Xxxxxxxx pursuant to the Asset Purchase Agreement, dated December 31, 1991, between 2 Xxxxxxxx, IFG and certain Affiliates of the foregoing, as amended by the letter agreement with respect thereto dated November 28, 1995.