Contingency Payment Sample Clauses

Contingency Payment. Buyer shall pay Seller an additional One Hundred Fifty Thousand Dollars ($150,000.00) (the "Contingency Payment") within thirty (30) days following the one (1) year anniversary of the Closing Date hereunder if Buyer's net sales of products from the MAC Group for the one (1) year period following the Closing Date equal or exceed Eight Million Five Hundred Thousand Dollars ($8,500,000.00). Net Sales shall mean the invoiced amount of the MAC Group products sold less sales returns, allowances, and less credit adjustments. If Buyer's net sales for the MAC Group products are less than Eight Million Five Hundred Thousand Dollars ($8,500,000.00) as defined above, then Seller shall not be entitled to the contingency payment hereunder.
Sample 1
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Contingency Payment. If BPE gathers at least 41,426,291 Mcf of Projected Gas for the period commencing April 1, 2001 through December 31, 2001, NBP shall cause an additional cash payment of Six Million Dollars ($6,000,000) to be made to the Sellers. Such payment shall be placed in escrow pursuant to the Escrow Agreement via wire transfer in immediately available funds on or before February 1, 2002. Such amounts will be distributed to the Sellers in accordance with their Percentage Amounts. "PROJECTED GAS" is gas gathered from the Powder River Basin under gas gathering agreements numbered PDR0001 through PDR0032 as listed on Schedule 7.12
Sample 1
Contingency Payment. (a) Within five days of completion of the audited financial statements for the Company for the year ended December 31, 2006 (the "2006 Audited Financial Statements"), which shall be calculated on the basis of the same accounting principles, consistently applied, as used in the preparation of the audited financial statements of the Purchaser for the year ended December 31, 2004 with respect to the period after Purchaser's emergence from bankruptcy (the "Purchaser Accounting Principles"), the Purchaser shall deliver to the Seller a copy of the 2006 Audited Financial Statements and a statement (the "EBITDA Statement") setting forth the EBITDA of the Company for the year ended December 31, 2006 (the "2006 EBITDA"), together with supporting calculations and schedules detailing all adjustments to reserves and allowances (non-cash expenses) included in the determination of earnings in reasonable detail. The 2006 EBITDA shall be calculated on the basis of the Company Accounting Principles, and the EBITDA Statement shall set forth, in reasonable detail, all adjustments and other actions taken to reflect the differences between the Company Accounting Principles and the Purchaser Accounting Principles, which differences are set forth in Schedule 1.6(a). For purposes of this Section 1.6,
Sample 1
Contingency Payment. Upon the condition that the AirWorks Flight Support Business has obtained not less than Fourteen Million Dollars ($14,000,000) (the “Bench Xxxx”) in purchase orders (the “Purchase Orders”) subsequent to the Closing Date, on or before a date that is no later than one year after the Closing Date, then Global shall on the later of December 1, 2004 or thirty (30) days following the date that the Bench Xxxx is achieved pay as provided in the Escrow Agreement the additional sum of Three Million Dollars ($3,000,000) as such may be adjusted by any adjustments required by Section 5.3 and Section 5.11 (“Contingency Payment”). In the event that one (1) year after the Closing Date AirWorks Flight Support Business has not obtained the Bench Xxxx, but has attained Purchase Orders of Seven Million Dollars ($7,000,000) or more, then the sum payable hereunder shall be equal to Three Million Dollars ($3,000,000) multiplied by a fraction the numerator of which is the total dollar amount of the Purchase Orders and the denominator of which is Fourteen Million Dollars ($14,000,000) as such may be adjusted by any adjustments required by Section 5.3 and Section 5.11. In the event that AirWorks Flight Support Business has not obtained Purchase Orders of at least Seven Million Dollars ($7,000,000), then no Contingent Payment will be due and payable hereunder. This Contingency Payment is also conditioned upon the absence of any claims pending or threatened in writing that the Global is liable for (1) claims with respect to hazardous substances arising out of Airworks or Airworks’s business; (2) brokers fees or finders fees or similar charges in connection with the transaction contemplated hereby, and (3) claims that Airworks is responsible for other material obligations of the corporate entity which is the Airworks. In the event of any such claim, Global may withhold from said Contingency Payment an amount equal to the amount so claimed, until the matter is resolved and deduct the reasonable costs of such resolution from the Contingency Payment. The Contingency Payment is also conditioned upon the transfer of the above listed STC certificates. In the event any certificate or certificates are not transferred as of the time the Contingency Payment is due, Global may withhold the reasonable value of such STC certificate or certificates until such time as the transfer is completed. Said Contingency Payment shall be payable in cash by wire transfer of immediately available funds to Airwo...
Sample 1
Contingency Payment. If Landlord re-lets the entire Premises and begins collecting rent in an amount equal to or greater than the Base Rent on or before April 5, 2023, Landlord shall refund the Termination Payment to Tenant as a contingency payment (“Contingency Payment”) in an amount to be determined by the date of Landlord’s receipt of the first rent payment (“Re-Let Date”), as follows: January 1, 2023, or earlier $ 4,440,732.90 January 2, 2023 to April 5, 2023 $ 3,000,000.00
Sample 1
Contingency Payment. In the event that at Closing or within one hundred eighty days after the Closing Date the Expansion Commencement has occurred, then at the earlier of the Closing or no later than fifteen days after such Expansion Commencement, Buyer, or Buyer's Subsidiary or Subsidiaries, will deliver by wire transfer to such account as specified by Seller the sum of $25 million; and in the event that the Expansion Commencement is between a period that is (A) one hundred eighty-one days and (B) four hundred fifty days from the Closing Date, then no later than fifteen days after the Expansion Commencement, Buyer, or Buyer's Subsidiary or Subsidiaries, will deliver by wire transfer to such account as specified by Seller the sum of $25 million minus the product of (x) times (y), where (x) equals $74,000 and (y) equals the number of days from the Closing Date to the Expansion Commencement minus 180; and in the event that the Expansion Commencement is between a period that is (C) four hundred fifty one days and (D) five years from the Closing Date, then no later than fifteen days after the Expansion Commencement, Buyer, or Buyer's Subsidiary or Subsidiaries, will deliver by wire transfer to such account as specified by Seller the sum of $5 million (the payment due under this Section 1.3 referred to as the "Contingency Payment"). If not paid when due, the Contingency Payment will bear interest at the rate of 11 3/4% per annum from the date payment is due until paid.
Sample 1
Contingency Payment 
Sample 1
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Related to Contingency 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 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.

  • PAYMENT OF CLOSING COSTS In addition to the costs set forth in Paragraphs 3.1 and 3.2, Purchaser and Seller shall each pay for one-half of the costs of the documentary or transfer stamps to be paid with reference to the "Deed" (hereinafter defined) and all other stamps, intangible, transfer, documentary, recording, sales tax and surtax imposed by law with reference to any other sale documents delivered in connection with the sale of the Property to Purchaser and all other charges of the Title Insurer in connection with this transaction.

  • 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

  • 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.

  • Closing Fees On the Effective Date, the Borrowers shall pay to the Administrative Agent, for the benefit of the Lenders, the upfront fees due to the Lenders as heretofore agreed.

  • Timely Payment Except as provided otherwise herein, payment for an invoice will be issued and mailed to the Consultant within thirty (30) calendar days of receipt of the invoice.

  • Closing Fee On the Effective Date, the Borrower agrees to pay to the Administrative Agent and each Lender all loan fees as have been agreed to in writing by the Borrower and the Administrative Agent.

  • Performance Bond and Payment Bond The Contractor shall furnish both a performance bond and a payment bond in the exact form set forth in Section 7, (Forms) of these General Conditions.

  • Non-Payment The Borrower or any other Loan Party fails to pay (i) when and as required to be paid herein, any amount of principal of any Loan or any L/C Obligation, or (ii) within three days after the same becomes due, any interest on any Loan or on any L/C Obligation, or any fee due hereunder, or (iii) within five days after the same becomes due, any other amount payable hereunder or under any other Loan Document; or

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