Adjustment of Deferred Payment Sample Clauses

Adjustment of Deferred Payment. In the event that the Applicable Earn-Out Revenue for an Applicable Deferred Payment Period is less than Fifteen Million Dollars ($15,000,000), then there shall be an adjustment to the Deferred Payment payable on the corresponding Deferred Payment Date. Such adjusted Deferred Payment shall be equal to the product of the full amount of such Deferred Payment, as set forth in Section 1.2(b), Section 1.2(c) or Section 1.2(d), as applicable, payable on a Deferred Payment Date multiplied by the fraction whose numerator is the Applicable Earn-Out Revenue for the Applicable Deferred Payment Period with respect to such Deferred Payment Date, and whose denominator is Fifteen Million Dollars ($15,000,000). For purposes of this Agreement, “Applicable Earn-Out Revenue” means, with respect to any Applicable Deferred Payment Period, the sum of (i) the Company’s revenue from the Customers during such Deferred Payment Period, plus (ii) the revenue of Purchaser and its Affiliates during such Deferred Payment Period from the Customers who are not Existing Customers plus (iii) with respect to each Customer that is an Existing Customer, the amount of revenue of Purchaser and its Affiliates during such Deferred Payment Period derived from such Customer in excess of the Existing Customer Prior Revenue with respect to such Customer; “Applicable Deferred Payment Period” means, with respect to any Deferred Payment Date, the period of twelve (12) consecutive full calendar months ending with the month immediately preceding the month which includes such Deferred Payment Date; and “Existing Customer Prior Revenue” means, with respect to any Customer that is an Existing Customer, the amount of revenue of Purchaser and its Affiliates directly derived from such Customer during the twelve (12) consecutive full calendar months ending with the month immediately preceding the month which includes the Closing Date.
Sample 1
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Related to Adjustment of Deferred Payment

  • Deferred Payment “Deferred Payment” means any severance pay or benefits to be paid or provided to Executive (or Executive’s estate or beneficiaries) pursuant to this Agreement and any other severance payments or separation benefits, that in each case, when considered together, are considered deferred compensation under Section 409A.

  • Deferred Payments “Deferred Payments” means any severance pay or benefits to be paid or provided to Executive (or Executive’s estate or beneficiaries) pursuant to this Agreement and any other severance payments or separation benefits to be paid or provided to Executive (or Executive’s estate or beneficiaries), that in each case, when considered together, are considered deferred compensation under Section 409A.

  • Adjustment Payment If the Closing Working Capital exceeds the Target Working Capital, the Purchase Price shall be increased by the amount by which Closing Working Capital exceeds the Target Working Capital, and if the Closing Working Capital is less than the Target Working Capital, the Purchase Price shall be decreased by the amount by which Closing Working Capital is less than the Target Working Capital. In addition to the foregoing adjustment, (i) the Purchase Price shall be decreased by an amount equal to the Debt Amount and (ii) the Purchase Price shall be increased by an amount equal to the Closing Eligible Capital Expenditures. The Purchase Price as so increased or decreased under this Section 2.03(c) shall hereinafter be referred to as the “Adjusted Purchase Price”. If the Closing Date Payment is less than the Adjusted Purchase Price, Purchaser shall, and if the Closing Date Payment is more than the Adjusted Purchase Price, Seller shall, within 10 Business Days after the Statement becomes final and binding on the parties, make payment by wire transfer in immediately available funds in an amount equal to the absolute value of the difference between the Adjusted Purchase Price and the Closing Date Payment to one or more accounts designated in writing at least two Business Days prior to such payment by the party entitled to receive such payment, plus interest thereon at a rate of 5% per annum, calculated on the basis of the actual number of days elapsed divided by 365, from and including the Closing Date to but excluding the date of payment.

  • Adjustment Payments At least annually, and more frequently throughout the year if mutually agreed to by the parties, an adjustment payment shall be made by the appropriate party in order that the payments remitted by LIA to each Fund with respect to the previous fiscal year shall equal the Excess Amount for that Fund.

  • Payment and Year-End Adjustment Amounts accrued pursuant to this Agreement shall be payable to the Adviser as of the last day of each month. If necessary, on or before the last day of the first month of each fiscal year, an adjustment payment shall be made by the appropriate party in order that the actual Fund Operating Expenses of a Fund for the prior fiscal year (including any reimbursement payments hereunder with respect to such fiscal year) do not exceed the Maximum Annual Operating Expense Limit.

  • Adjustment Due to Distribution If the Borrower shall declare or make any distribution of its assets (or rights to acquire its assets) to holders of Common Stock as a dividend, stock repurchase, by way of return of capital or otherwise (including any dividend or distribution to the Borrower’s shareholders in cash or shares (or rights to acquire shares) of capital stock of a subsidiary (i.e., a spin-off)) (a “Distribution”), then the Holder of this Note shall be entitled, upon any conversion of this Note after the date of record for determining shareholders entitled to such Distribution, to receive the amount of such assets which would have been payable to the Holder with respect to the shares of Common Stock issuable upon such conversion had such Holder been the holder of such shares of Common Stock on the record date for the determination of shareholders entitled to such Distribution.

  • Required Payments Unless otherwise provided in this Agreement, any payment of Tax required shall be due within 30 days of a Final Determination of the amount of such Tax.

  • Payments of Post-Closing Adjustment Except as otherwise provided herein, any payment of the Post-Closing Adjustment, together with interest calculated as set forth below, shall (A) be due (x) within five (5) Business Days of acceptance of the applicable Closing Working Capital Statement or (y) if there are Disputed Amounts, then within five (5) Business Days of the resolution described in clause (v) above; and (B) be paid by wire transfer of immediately available funds to such account(s) as is directed by Buyer or Sellers, as the case may be.

  • Adjustment, etc Any adjustment, indulgence, forbearance or compromise that might be granted or given by any of the Lenders to Borrower or Guarantor or any Person liable on the Liabilities;

  • Closing Date Payment The term “Closing Date Payment” shall have the meaning ascribed to it in Section 3.

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