Additional Contingent Payment Sample Clauses

Additional Contingent Payment. On the date that is 150 days after the widespread theatrical release of the computer generated animated feature film currently titled “Everyone’s Hero” (such release date, the “E.H. Release Date”), Buyer will cause Company Group to pay Seller cash in an amount equal to the lesser of (a) $15,475,000, and (b) 75% of the amount of gross domestic box office receipts from the initial theatrical release in the United States and Canada of such film during the first 120 days after the E.H. Release Date (as reported in Variety, or if not so reported in Variety, as reported in a comparable publication reasonably selected by Buyer) in excess of $45,000,000 (the “E.H. Contingent Payment”). For the avoidance of doubt, if such reported box office receipts from such film during such period do not exceed $45,000,000, then the amount of the E.H. Contingent Payment will be zero, and no payment will be required to be made to Seller under this Section 3.7.
Sample 1
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Additional Contingent Payment. In the event ChromaVision successfully Commercializes (as defined herein) the ChromaVision Digital Analyzer for Down Syndrome-NAP prenatal screening, ChromaVision shall pay to IDEA the additional sum of $150,000.00. For purposes of this Agreement, "Commercialization" means the commercial use, by any one or more of the five major national screening laboratories (Quest, LabCorp, SmithKline, Genzyme, and the State of California (and any department, office or unit thereof)), of the ChromaVision Digital Analyzer to screen for Down Syndrome by analyzing intracellular levels of NAP.
Sample 1
Additional Contingent Payment. After the Closing, Buyer shall, subject to Section 11.2 below, pay to Seller, in addition to the Purchase Price, $15,000,000 (the "Contingent Payment"), so long as the following conditions are satisfied: (1) Buyer shall have received all necessary permits, including permit modifications, to increase the Landfill's permitted disposal capacity to a minimum of Nine Thousand (9,000) tons per day, which permits shall be final and nonappealable and otherwise acceptable to Buyer in Buyer's commercially reasonable discretion (the "Expansion Permits"), and (2) after the Expansion Permits are issued and become effective, the Landfill shall have received Eight Thousand Seven Hundred Fifty (8,750) tons per day of municipal solid waste, as determined on an average daily basis for a period of sixty (60) consecutive Business Days, based on a five and one-half day week. Buyer will commence development of an application for the Expansion Permits promptly after the Closing. The parties acknowledge that the issuance of the Expansion Permits depends on the approval of the DEC, which such approval can not be guaranteed by the parties. Promptly following the issuance of the Expansion Permits, or at such earlier time as determined by Buyer in its sole discretion, Buyer shall use reasonable commercial efforts to pursue waste volumes from New York City and other sources for delivery to the Landfill to meet the contingency payment requirements of this Section 2.4. The covenants contained in this Section 2.4 shall survive the Closing. Buyer shall supply to Seller a copy of all quarterly volume reports within thirty (30) days after the submission to the DEC, commencing with the first report due following the receipt of Expansion Permits and ceasing on the date Buyer pays Seller the additional contingent payment of $15,000,000 (subject to Section 11.2 below).
Sample 1
Additional Contingent Payment. In consideration for the Stockholders’ Representative agreeing to this Amendment, Parent shall make or cause to be made an additional payment in the amount of Eight Million Seven Hundred Fifty Thousand Dollars ($8,750,000) in accordance with the Contingent Allocation Certificate delivered by the Stockholder’s Representative to Parent on the date hereof concurrently with the execution of this Amendment, which amount shall be funded into the Neuronex Payroll account and XX Xxxxxx Paying Agent account as specified in such certificate within five (5) days after the Amendment Date for further distribution to the Former Holders in accordance with payroll account procedures and the XX Xxxxxx paying agency agreement, respectively. Section 1.7(a)(1) of the Merger Agreement shall be deemed amended to include this additional payment as an additional “Contingent Payment” as defined in such section of the Merger Agreement.
Sample 1
Additional Contingent Payment. (i) Parent shall also make a single future payment to Seller, or its assignee(s) pursuant to Section 2.1(b)(v), of up to a maximum of Twenty Million Dollars ($20,000,000) in cash contingent on the Business, as operating following the Closing by Purchaser, achieving the revenue performance levels set forth in SCHEDULE 2.1(B) in the twelve-month period commencing at Closing (the "ADDITIONAL CONTINGENT PAYMENT"). The Additional Contingent Payment would be paid, if applicable, within sixty (60) days after the one-year anniversary of the Closing (the "ADDITIONAL CONTINGENT PAYMENT DATE"), based on the achievement of the revenue performance levels set forth in SCHEDULE 2.1(B), and calculated in accordance with the formulas identified therein. Seller is free to pay or assign the right to receive such amount of the Initial Purchase Price or the Additional Contingent Payment to other parties of its choice provided that Seller does not make any such payments contingent upon the recipient remaining an employee of Purchaser. Seller acknowledges that making such payments contingent upon the recipient remaining an employee of Purchaser would result in unfavorable accounting treatment to Purchaser and accordingly Seller's doing so shall constitute a material breach of this Agreement. (ii) In order to provide Seller or its assignee(s) with a full and fair opportunity to achieve the revenue performance levels required to earn the Additional Contingent Payment, Purchaser hereby covenants and agrees, during the one-year period immediately following the Closing Date to (A) operate the Business in good faith, in a commercially reasonable manner and in the ordinary course of business as reasonably designed to maximize Net Revenues during the Contingent Period (as such are defined on SCHEDULE 2.1(B), subject to Purchaser's policies and procedures and reasonable oversight, (B) dedicate reasonable resources, including but not limited to, working capital, marketing, sales and employee resources, for the operation of the Business to a reasonable extent, (C) refrain from taking any action which would result in the deferral of recognition of Net Revenue otherwise than in the ordinary course of Purchaser's business in accordance with GAAP, (D) refrain from taking any unreasonable action which would otherwise impede or delay the earning of Net Revenue, (E) allow Xxxxxx Xxxxxx and Xxxxxxx Xxxxxx to advise the general manager of Purchaser's Software Technologies Group on potential changes...
Sample 1
Additional Contingent Payment. In addition to the Contingent Quarterly Payment described in Section 2.2(c)(1) hereof, Seller may be entitled to additional contingent payments (each an “Additional Contingent Payment”), as determined pursuant to this Section 2.2(c)(2). Seller shall not be entitled to any Additional Contingent Payment with respect to the first four (4) quarterly Measurement Periods. After the end of each of the eight (8th), twelfth (12th), sixteenth (16th) and twentieth (20th) quarterly Measurement Periods, the Purchaser shall calculate (i) the total Vault Net Revenue for such quarterly Measurement Period and the immediately preceding three (3) quarterly Measurement Periods (in each case, the “Current Annual Vault Revenue”), and (ii) the total Vault Net Revenue for the four (4) quarterly Measurement Periods immediately preceding the four (4) quarterly Measurement Periods as to which the Current Annual Vault Net Revenue has been calculated (in each case the “Prior Annual Vault Net Revenue”). The Purchaser shall then determine the excess (if any) of, in each case, the Current Annual Vault Net Revenue over the Prior Annual Vault Net Revenue (each an “Annual Increase”). If an Annual Increase exists, Purchaser shall pay to Seller an Additional Contingent Payment equal to five percent (5%) of any such Annual Increase. To the extent payable hereunder, each Additional Contingent Payment shall be payable within sixty (60) days of the end of the eighth (8th), twelfth (12th), sixteenth (16th) or twentieth (20th) quarterly Measurement Periods, as applicable.
Sample 1
Additional Contingent Payment. The payment required of Lessor under Section 7.1.1 of the Plan, if any.
Sample 1
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Additional Contingent Payment. In the event that the Performance Multiple for each Performance Period is greater than one, following the completion of the third Performance Period and upon complete satisfaction of the Performance Period Requirements for each Performance Period, in addition to the payments called for by Section 3.2(a), Buyer shall pay Owner an amount equal to the sum of the maximum Contingent Payment payable for each Performance Period multiplied by the difference between the Performance Multiple for the applicable Performance Period and one; provided that the aggregate amount of the Contingent Payments and the Additional Contingent Payment payable for all Performance Periods, shall not exceed, in the aggregate, $1,500,000 (the “Additional Contingent Payment Cap”). Buyer shall pay the Additional Contingent Payment in cash, shares of Zanett Stock or a combination of both, as Buyer shall determine in its sole discretion; provided, however, that not less than 50% of the Additional Contingent Payment shall be paid in cash.
Sample 1

Related to Additional Contingent Payment

  • Contingent Payment (a) In the event that Purchaser consummates a Change of Control Transaction prior to the second anniversary of the Closing Date (a “Qualifying Sale Transaction”), then Seller shall be entitled to receive a payment in an amount equal to twenty percent (20%) of the Net Sale Proceeds, valuing any non-cash consideration included in the Net Sale Proceeds at fair market value (as determined in good faith by the board of directors of Purchaser) (such payment, the “Contingent Payment”), payable in accordance with the provisions of this Section 2.7. (b) No later than five (5) days following the final determination of the Qualifying Sale Proceeds pursuant to the post-closing purchase price adjustment provisions of the definitive agreement for such Qualifying Sale Transaction (the “Qualifying Sale Agreement”) Purchaser shall deliver to Seller, along with reasonable supporting documentation, a statement setting forth in reasonable detail Purchaser’s good faith calculation of the Net Sale Proceeds and the resulting Contingent Payment (the “Contingent Payment Statement”). Purchaser’s calculation of the Contingent Payment set forth in the Contingent Payment Statement shall be final and binding for all purposes of this Agreement unless Seller delivers to Purchaser a written objection to such calculation within twenty (20) days following the date of delivery of the Contingent Payment Statement setting forth in reasonable detail Seller’s basis for its objection. In the event that Seller timely submits any such written objection, then Purchaser and Seller shall negotiate in good faith to resolve their dispute with respect to the calculation of the Contingent Payment; provided, that if such dispute is not resolved within twenty (20) days after delivery of such written objection, then the dispute resolution provisions of Section 2.4(b) shall apply, mutatis mutandis. (c) No later than three (3) Business Days after final determination of the amount of the Contingent Payment pursuant to Section 2.7(b), Purchaser shall pay to Seller the Contingent Payment by wire transfer of immediately available funds to the bank account designated by Seller at least one (1) Business Day prior to the end of such three (3) Business Day period; provided, that in the event that any portion of the consideration to be received by Cerberus pursuant to such Qualifying Sale Transaction (i) is subject to any escrow, holdback or other contingency, then the proportionate amount of the Contingent Payment shall be withheld and not paid to Seller unless, until and only to the extent that such portion of Cerberus’s consideration is released to Cerberus from any such escrow or holdback, or such contingency lapses or is satisfied (or any portion of the amounts withheld in respect of such contingency is distributed to the limited partners or other investors of Cerberus), as applicable, and (ii) is non-cash consideration, then the Contingent Payment shall be made in the same proportion of cash and non-cash consideration as the proportion of cash and non-cash consideration comprising the Qualifying Sale Proceeds; provided further that, to the extent receipt of any non-cash consideration would cause Seller or any of its Affiliates to be bound by, or otherwise subject to, any noncompetition, nonsolicitation or other material restrictive covenant (other than a customary confidentiality covenant, and expressly excluding any shareholder restrictions on transfer that apply equally to Cerberus), Seller instead shall be entitled to receive from Purchaser cash with a value equivalent to such non-cash consideration, valuing such non-cash consideration at fair market value (as determined in good faith by the board of directors of Purchaser). (d) Notwithstanding anything to the contrary in this Section 2.7 or otherwise, but subject to any rights Seller or any of its Affiliates may have under the Ancillary Agreements, (i) Seller shall have no rights with respect to any Change of Control Transaction, Qualifying Sale Transaction or Qualifying Sale Agreement (including, without limitation, no information rights or rights to object or consent to any such transaction or agreement) other than the rights expressly set forth herein to receive the Contingent Payment if and when payable pursuant to the terms of this Section 2.7 and (ii) Purchaser shall not be permitted in connection with any Qualifying Sale Transaction to bind Seller or any of its Affiliates to sell any equity interests to, or to make any agreement, covenant or restriction with or in favor of, any third party.

  • Contingent Payments (a) Following the Closing and as additional consideration for the Securities, Buyer shall make, or cause the Acquired Entities to make, to Sellers (subject to the terms and conditions set forth in this Section 1.4) additional cash payments based on the performance of the Acquired Entities during each of the twelve month periods ending (i) December 31, 2006, (ii) December 31, 2007, (iii) December 31, 2008 and (iv) December 31, 2009 (each, a “Contingent Payment Period”). With respect to each Contingent Payment Period, Buyer shall make, or cause the Acquired Entities to make, to Sellers cash payments in an aggregate amount equal to the amount, if any, by which EBITDA during such Contingent Payment Period exceeds $8,000,000 (each such excess, if and to the extent earned for any such Contingent Payment Period, a “Contingent Payment”). The Contingent Payment, if any, for each Contingent Payment Period shall be paid by Buyer or (at Buyer’s direction) the Acquired Entities as follows: (A) Buyer or (at Buyer’s direction) the Acquired Entities shall pay to each Seller an amount equal to 50% of such Seller’s Pro Rata Share of such Contingent Payment in accordance with Section 1.4(b) below and (B) Buyer or (at Buyer’s direction) the Acquired Entities shall pay to each Seller an amount equal to 50% of such Seller’s Pro Rata Share of such Contingent Payment on April ___, 2012. (b) Within five (5) Business Days following Buyer’s receipt of its audited consolidated financial statements for a particular Contingent Payment Period, but in any event within 95 days following the last day of each Contingent Payment Period, Buyer’s board of directors (the “Board”) shall deliver to each Seller (i) a copy of such financial statements, if such financial statements have been delivered to Buyer as of such date, (ii) a statement (a “Calculation Notice”) setting forth in reasonable detail Buyer’s calculation of the Contingent Payment (if any) for such Contingent Payment Period and

  • License Contingent Upon Payment While you may exercise the rights licensed immediately upon issuance of the license at the end of the licensing process for the transaction, provided that you have disclosed complete and accurate details of your proposed use, no license is finally effective unless and until full payment is received from you (either by publisher or by CCC) as provided in CCC's Billing and Payment terms and conditions. If full payment is not received on a timely basis, then any license preliminarily granted shall be deemed automatically revoked and shall be void as if never granted. Further, in the event that you breach any of these terms and conditions or any of CCC's Billing and Payment terms and conditions, the license is automatically revoked and shall be void as if never granted. Use of materials as described in a revoked license, as well as any use of the materials beyond the scope of an unrevoked license, may constitute copyright infringement and publisher reserves the right to take any and all action to protect its copyright in the materials.

  • Additional Payment In addition to any Spousal Support, in the event of Divorce: (check one)

  • Additional Consideration Retrocessionaire agrees to pay under the Inuring Retrocessions all future premiums Retrocedant is obligated to pay pursuant to the terms of the Inuring Retrocessions to the extent that such premiums are allocable to Retrocessionaire in the manner set forth in Exhibit E hereto, and not otherwise paid by Retrocessionaire and to indemnify Retrocedant for all such premiums paid directly by Retrocedant, net of any ceding commissions and similar amounts paid by Third Party Retrocessionaires to Retrocedant.

  • No Additional Fees/Payment Other than the consideration specifically referenced herein, the parties hereto agree that no fee, payment or additional consideration in any form has been or will be paid to the Holder in connection with this Agreement.

  • CONTINGENT FEE CONSULTANT warrants, by execution of this contract that no person or selling agency has been employed, or retained, to solicit or secure this contract upon an agreement or understanding, for a commission, percentage, brokerage, or contingent fee, excepting bona fide employees, or bona fide established commercial or selling agencies maintained by CONSULTANT for the purpose of securing business. For breach or violation of this warranty, LOCAL AGENCY has the right to annul this contract without liability; pay only for the value of the work actually performed, or in its discretion to deduct from the contract price or consideration, or otherwise recover the full amount of such commission, percentage, brokerage, or contingent fee.

  • Additional Fee on Late Payments For any payments thirty (30) calendar days or more overdue under this Agreement, Registry Operator shall pay an additional fee on late payments at the rate of 1.5% per month or, if less, the maximum rate permitted by applicable law.

  • Additional Contributions The Member is not required to make any additional capital contribution to the Company. However, the Member may at any time make additional capital contributions to the Company in cash or other property.

  • FEES AND PAYMENT SCHEDULE The fees and payment schedule for furnishing services under this Contract shall be based on the rate schedule which is attached hereto as Exhibit B and by this reference incorporated herein. Said fees shall remain in effect for the entire term of the Contract. Contractor shall provide County with his/her/its Federal Tax I.D. number prior to submitting the first invoice.

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