Acquisition Payments. Under the Facilities Agreement, the County is obligated to pay to the Corporation or its assigns during the term thereof Acquisition Payments for the purchase of the Project Facilities, subject to the occurrence of an Event of Nonappropriation as set forth in Section 4.7 of the Facilities Agreement, and subject to the County’s right to exercise its purchase option as set forth in Section 9.1 of the Facilities Agreement.
Acquisition Payments. If on any date, Holdings, the Borrower, any Subsidiary Guarantor or any of their respective Subsidiaries receives any Acquisition Payment, an amount equal to (i) in the case of any Acquisition Payment of the type described in clause (a) of the definition thereof, 100% of such amount, and (ii) in the case of any Acquisition Payment of the type described in clause (b) of the definition thereof, the excess of (x) 100% of such amount over (y) any third-party costs, liabilities and expenses actually paid or payable in cash by an Obligor in respect of which such indemnification or reimbursement payment is received, shall be applied toward the prepayment of the Term Loan as set forth in Section 3.2 no later than three Business Days following such receipt. In furtherance of the foregoing and notwithstanding any provision to the contrary in the Acquisition Agreement or any other Acquisition Documentation, in the event the Lender is required to pay any amounts to any Obligor that would constitute an Acquisition Payment hereunder, then to the extent such Acquisition Payment would be required to be paid to the Lender under this Section 8.5(e), the Lender may make such payment by applying it as an offset against the Obligations.
Acquisition Payments. In the event that this Agreement is terminated by the Company pursuant to Section 9.1(e) or Section 9.1(f), then in either case, Acquisition shall pay to the Company the Acquisition Termination Fee plus, the Company’s reasonable out-of-pocket expenses, including attorney’s fees, actually incurred by the Company and its Subsidiaries in connection with the Merger on or prior to the termination of this Agreement, by wire transfer of immediately available funds to an account or accounts designated in writing by the Company, within two (2) Business Days after such termination. The parties hereto acknowledge and hereby agree that in no event shall Acquisition be required to pay the Acquisition Termination Fee on more than one occasion, whether or not the Acquisition Termination Fee may be payable under more than one provision of this Agreement at the same or at different times and the occurrence of different events.
Acquisition Payments. All liabilities and obligations of any Company to make any payment or provide consideration in connection with any merger, acquisition or similar transaction.
Acquisition Payments. Under the Facilities Agreement, the City is obligated to pay to the Corporation or its assigns during the term thereof Acquisition Payments for the purchase of the Project Facilities, subject to the occurrence of an Event of Nonappropriation as set forth in Section 4.7 of the Facilities Agreement, and subject to the City’s right to exercise its purchase option as set forth in Section 9.1 of the Facilities Agreement.
Acquisition Payments. Shares to be issued as a form of payment in any acquisition, previous, present or future must not be issued below a floor stock price of $0.40 / share.
Acquisition Payments. In addition to the Base Salary, within ten (10) days after the closing of each Acquisition, as defined below, the Company shall pay to the Employee one of the following amounts, as applicable, in cash (each such payment, an “Acquisition Payment”):
(i) $500,000 if the Acquisition is a First Tier Acquisition, as defined below; and
(ii) $250,000 if the Acquisition is a Second Tier Acquisition, as defined below.
Acquisition Payments. (a) Subject to Section 4.2 hereof and the provisions of subsection (c) of this Section, the School District shall make Acquisition Payments in installments due at the times and in the amounts set forth in Exhibit B. The amount of each Acquisition Payment shall include a component equal to an interest rate computed on the basis of a 360-day year of twelve 30-day months.
(b) Upon payment of each installment, unencumbered title to an undivided interest in the Equipment equal to that percentage of the Purchase Price represented by such payment will transfer to the School District without further action by either party hereto.
(c) All payments required to be made to the Lender hereunder shall be made at the Lender’s principal office at the address set forth in Section 11.1 or as may otherwise be directed by the Lender.
(d) In the event the portion of the Acquisition Payments representing interest is deemed to be included in gross income for federal tax purposes, the amount of the Acquisition Payments shall correspondingly increase to reflect a taxable rate of interest, which shall be determined by the Lender, applied retroactively and prospectively.
Acquisition Payments. Commencing on the Effective Date, there shall be no further Acquisition Payments or Acquisition Bonus Payments made to the Employee pursuant to Sections 4(b) or 4(e) of the Original Agreement, provided that the Employee shall be entitled to receive the Acquisition Payment associated with the closing of the Buffalo Transaction, with such Acquisition Payment to be calculated and paid pursuant to Section 4(b) of the Original Agreement. Notwithstanding the foregoing, (i) Acquisition Payments shall be made to the Employee pursuant to Section 4(b) of the Original Agreement (including, for purposes of clarification, the definitions set forth in Section 4(i) of the Original Agreement) with respect to any Acquisition with respect to a Target Acquisition Company that closes within one hundred eighty (180) days following the Effective Date; and (ii) the total amount payable to Employee pursuant to this Section 5 with respect to Acquisitions with Target Acquisition Companies shall not exceed Seven Hundred Fifty Thousand Dollars ($750,000.00) (expressly excluding from such calculation the Acquisition Payment to be made to the Employee associated with the closing of the Buffalo Transaction. Except as otherwise provided in this Section 5, Sections 4(b), 4(e) and 4(i) of the Original Agreement are hereby deleted.
Acquisition Payments
