Calculation of Contingent Payment. The Contingent Payment shall be calculated as follows:
Calculation of Contingent Payment. Within thirty (30) days after the end of the fiscal year ending December 31, 2015, Buyer shall prepare and deliver to the Stockholder Representative a statement setting forth in reasonable detail the Gross Revenues and Operating Profit for the fiscal year of the Company ending December 31, 2015. Gross Revenues and Operating Profit shall be calculated in good faith and in accordance with GAAP except to the extent required by applicable Legal Requirements. Buyer’s calculation of Gross Revenues and Operating Profit shall be conclusive and binding upon the Parties unless the Stockholder Representative provides written notice of dispute to Buyer within ten (10) days after delivery to the Stockholder Representative of such calculations. The Stockholder Representative and Buyer agree to consult and to attempt to resolve in good faith any issue arising as a result of the review of the calculation of Gross Revenues and Operating Profit. If the Stockholder Representative and Buyer cannot agree on the calculation of Gross Revenues and Operating Profit within ten (10) Business Days, Buyer and the Stockholder Representative shall refer the matter to the Accounting Arbitrator. Promptly, but no later than thirty (30) days after acceptance of its appointment as the Accounting Arbitrator, the Accounting Arbitrator shall determine (it being understood that in making such determination, the Accounting Arbitrator shall be functioning as an expert and not as an arbitrator), based solely on written submissions by Buyer and the Stockholder Representative, and not by independent review, only those issues in dispute and shall render a written report as to the resolution of the dispute and the resulting computation of Gross Revenues and Operating Profit, which shall be conclusive and binding on the Parties. In resolving any disputed item, the Accounting Arbitrator (i) shall be bound by the provisions of this Section 3.3 and the definitions referenced herein and (ii) shall elect the position of either Buyer or the Stockholder Representative with respect to the calculation of each item in dispute, and may not impose an alternative resolution with respect to any item in dispute. Buyer and the Stockholder Representative shall equally share the fees and expenses of the Accounting Arbitrator. The date on which the calculations of Gross Revenues and Operating Profit are finally determined in accordance with this Section 3.3(b) shall be referred to as the “Contingent Payment Determination ...
Calculation of Contingent Payment. (i) The aggregate Per Share Merger Consideration and Option Consideration shall include an additional payment in cash, if any, to be made by Parent to the Securityholders in the manner described herein (any such payment being a “Contingent Payment”) based on the performance of the Surviving Corporation and the Subsidiary during the period beginning on and including November 1, 2014 and ending on and including October 31, 2015 (the “Additional Period”) to be determined as set forth in this Section 2.8.
Calculation of Contingent Payment. (i) If the quotient of (A) EBITDA for the Earnout Period divided by (B) LTM EBITDA is equal to or less than 0.900, then no Contingent Payment will be delivered to the Sellers’ Representative under this Section 1.04; or
Calculation of Contingent Payment. The Contingent Payment shall equal (i) THREE HUNDRED THOUSAND DOLLARS ($300,000), in the event the BMC Business' Pre-Tax Earnings for the Contingent Payment Period equals or exceeds $600,000, or (ii) EIGHT HUNDRED THOUSAND DOLLARS ($800,000), in the event the BMC Business' Pre-Tax Earnings for the Contingent Payment Period equals or exceeds $800,000. No Contingent Payment shall be due or payable in the event the BMC Business' Pre-Tax Earnings for the Contingent Payment Period is less than $600,000.
Calculation of Contingent Payment. Notwithstanding anything in this Agreement to the contrary:
Calculation of Contingent Payment. The Contingent Payment shall equal (i) TWO HUNDRED FIFTY THOUSAND DOLLARS ($250,000), in the event the MMA Business' EBIT for the Contingent Payment Period equals or exceeds $500,000 and is less than $900,000, or (ii) FIVE HUNDRED THOUSAND DOLLARS ($500,000), in the event the MMA Business' EBIT for the Contingent Payment Period equals or exceeds $900,000. No Contingent Payment shall be due or payable in the event the MMA Business' EBIT for the Contingent Payment Period is less than $500,000. The Contingent Payment shall be paid by Buyer to Shareholders as follows: 50% to Stevxx X. Xxxxxxxx, 00% to Michxxx X. Xxxxxx, xxd 0% to Alan Xxxx.
Calculation of Contingent Payment. The Contingent Payment shall equal the product of (i) six, multiplied by (ii) the dollar amount obtained by subtracting the Company's net earnings before income taxes ("EBIT") for the 1997 Period ("1997 EBIT") from the Company's EBIT for the 1998 Period ("1998 EBIT"). Thus, if for example, Company's 1997 EBIT equalled $1,100,000 and Company's 1998 EBIT equals $1,300,000, then the Contingent Payment will equal $1.2 million (six times $0.2 million), resulting in an aggregate Purchase Price of $8.7 million.
Calculation of Contingent Payment. (a) As used in this Agreement:
Calculation of Contingent Payment. The Contingent Payment shall equal (i) ONE MILLION TWO HUNDRED FIFTY THOUSAND DOLLARS ($1,250,000), in the event the MidAtlantic Business' EBIT for the Contingent Payment Period equals or exceeds $2,250,000, or (ii) TWO MILLION DOLLARS ($2,000,000), in the event the MidAtlantic Business' EBIT for the Contingent Payment Period equals or exceeds $2,500,000. No Contingent Payment shall be due or payable in the event the MidAtlantic Business' EBIT for the Contingent Payment Period is less than $2,250,000.
