Acceleration of Earn-Out Amount Payments Sample Clauses

Acceleration of Earn-Out Amount Payments. If, subsequent to the Closing Date and prior to the third (3rd) anniversary of the Closing Date, Buyer terminates the employment of either Xxxxx or Xxxxxx without Cause (as defined below), then, on or before the thirtieth (30th) calendar day after the effective date of such termination of employment, Buyer shall deliver to Company an amount equal to fifty percent (50%) of the sum of (i) the maximum aggregate amount of Earn-Out Amounts which Company can earn pursuant to this Section 3.7 after the effective date of such termination, plus (ii) the aggregate amount of Earn-Out Amounts previously earned by Company pursuant to this Section 3.7 but not yet paid by Buyer as of the time of acceleration of the Earn-Out Amount payments pursuant to this Section 3.7(g); provided, that in the event Buyer is subject to an outstanding payment obligation under Section 3.7(e) or Section 3.7(f) at the time of acceleration of the Earn-Out Amount payments pursuant to this Section 3.7(g), the Parties acknowledge and agree that such outstanding payment obligation under Section 3.7(e) or Section 3.7(f) shall be null and void upon receipt by Company of the applicable payment under this Section 3.7(g). For purposes of this Section 3.7, each of the First Revenue Goal, the Second Revenue Goal and the Third Revenue Goal shall sometimes be referred to as a “Revenue Goal”. For purposes of this Section 3.7, “Cause” shall mean (A) any of the items constituting “Cause” in the Xxxxx Employment Agreement or the Xxxxxx Employment Agreement, as the case may be, or (B) if, at the conclusion of any twelve (12) calendar month period during any Earn-Out Period, the Subject Net Revenues for such twelve (12) calendar month period are less than fifty percent (50%) of the applicable Revenue Goal for such Earn-Out Period (provided, that in the event that such twelve (12) calendar month period spans two (2) separate Earn-Out Periods, then the applicable Revenue Goal referenced above shall be determined by taking the sum of (I) the prorated portion of the Revenue Goal for the first of such two Earn-Out Periods that corresponds to the number of calendar days falling within such first Earn-Out Period, plus (II) the prorated portion of the Revenue Goal for the second of such two Earn-Out Periods that corresponds to the number of calendar days falling within such second Earn-Out Period). Notwithstanding the foregoing, the Parties acknowledge and agree that clause (B) of the definition of “Cause” set forth in...
Sample 1
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Acceleration of Earn-Out Amount Payments. If, prior to the third (3rd) anniversary of the Closing Date, Buyer terminates the employment of both Xxxxx and Xxxxxx without Cause (as defined below), then, on or before the thirtieth (30th) calendar day after the effective date of such termination of employment, Buyer will deliver to Company payment in full of all unpaid contingent earn-out payments pursuant to this Section 3.7. For purposes of this Section 3.7, “Cause” shall mean any of the items constituting “Cause” in the Xxxxx Employment Agreement or the Xxxxxx Employment Agreement (as amended), as the case may be.
Sample 1

Related to Acceleration of Earn-Out Amount Payments

  • Payment of Reimbursement Amount To effect the expense reimbursement provided for in this Agreement, the Fund may offset the appropriate Reimbursement Amount against the management fees, Rule 12b-1 fees and/or shareholder servicing fees payable under the Investment Management Agreement, Rule 12b-1 Plan and/or the Shareholder Servicing Agreement. Alternatively, the Reimbursement Amount shall be paid directly by IICO, IDI and/or WISC. Such offset shall be taken, or such direct payment shall be paid, two times per year within 30 days following the date of a Fund’s applicable semi-annual or annual reporting period.

  • Principal Payment Dates Subject to the Subordination Provisions set forth below, payments of the principal amount of this Company Note shall be made as follows:

  • Principal Payments Originator is authorized and directed by SPV to enter on the grid attached hereto, or, at its option, in its books and records, the date and amount of each loan made by it which is evidenced by this Subordinated Note and the amount of each payment of principal made by SPV, and absent manifest error, such entries shall constitute prima facie evidence of the accuracy of the information so entered; provided that neither the failure of Originator to make any such entry or any error therein shall expand, limit or affect the obligations of SPV hereunder.

  • Minimum Monthly Principal Payments Amortizing payments of the aggregate principal amount outstanding under this Note at any time (the “Principal Amount”) shall begin on December 1, 2004 and shall recur on the first business day of each succeeding month thereafter until the Maturity Date (each, an “Amortization Date”). Subject to Article 3 below, beginning on the first Amortization Date, the Borrower shall make monthly payments to the Holder on each Repayment Date, each in the amount of $187,500, together with any accrued and unpaid interest to date on such portion of the Principal Amount plus any and all other amounts which are then owing under this Note, the Purchase Agreement or any other Related Agreement but have not been paid (collectively, the “Monthly Amount”). Any Principal Amount that remains outstanding on the Maturity Date shall be due and payable on the Maturity Date.

  • Amortization Payments The Company shall make three payments (each an “Amortization Payment”) as follows: on the six-month anniversary of the Original Issue Date, on the seven-month anniversary of the Original Issue Date, and on the Maturity Date (each such date a “Payment Date”), provided that if any Payment Date is not a Business Day, then the applicable payment shall be due on the next succeeding Business Day. Each Amortization Payment shall be equal to one-third of the original principal amount of the Note, plus all accrued interest thereon as of the Payment Date, as adjusted pursuant to Section 2(c) below. At the Holder’s option (except as set forth herein), payment may be made in cash or in duly authorized, validly issued, fully paid and non-assessable shares of Common Stock, provided the Company complies with the Equity Conditions provided in Section 2(d), below.

  • Make-Whole Payments A Make-Whole Payment will be due in connection with the Optional Redemption of the Notes on any date on or after the Earliest Redemption Date but prior to the First Par Redemption Date, as described in Section 8.2, solely to the extent funds are available therefor. Any Make-Whole Payments on a Class of Notes not previously paid will be due and payable on the earlier of the Redemption Date or the applicable Final Maturity Date. In addition, any Make-Whole Payments on a Class of Notes not previously paid will be due and payable on the date the Notes are declared to be, or have automatically become, immediately due and payable according to Section 5.2(a). For the avoidance of doubt, no Make-Whole Payment will be payable in connection with an Optional Redemption of the Notes on or after the First Par Redemption Date.

  • Principal Payment The Borrower shall fail to pay any principal of any Note when the same becomes due and payable as set forth in this Agreement;

  • Payment of Earnings The Borrower undertakes with each Creditor Party to ensure that throughout the Security Period (subject only to provisions of the relevant General Assignment), all the Earnings of each Ship are paid to the Earnings Account for that Ship.

  • Principal Payment Date Any unpaid principal of this promissory note (this "Demand Note") shall be paid on the Demand Date.

  • Installment Payments Notwithstanding Section 3.01, the Executive may elect by written notice to receive any payments due to him hereunder by way of periodic or installment payments.

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