Contingent Amount. The Borrower and the Swap Provider have agreed to enter into Master Agreements for the hedging of the Borrower's exposure to interest rate fluctuations. The Borrower and the Swap Provider have agreed that the Mortgage shall secure any obligations payable by the Borrower to the Swap Provider at any time pursuant to any Master Agreement in a maximum aggregate amount of up to $7,920,000. The Borrower and the Swap Provider have further agreed that each of the other Security Documents shall not have any limitation as to the amount payable by the Borrower to the Swap Provider at any time pursuant to any Master Agreement which is secured by such other Security Documents.
Contingent Amount. (a) As soon as reasonably practicable following December 31, 2015, but in any event by no later than March 1, 2016, Parent shall, or shall cause the Company to, prepare and deliver to the Securityholder Representative a statement (the “Contingent Consideration Statement”) setting forth: (i) the Actual Net Revenue; (ii) the Contingent Amount, which shall be determined in accordance with Section 2.11(b) and (iii) the aggregate number of shares of Parent Common Stock (rounded to the nearest whole share) to be delivered by Parent, on behalf of Sub, to the Selling Shareholders pursuant to the Plan of Arrangement in full satisfaction of the Contingent Amount, which shall be calculated by dividing the Contingent Amount by the Contingent Average Price, assuming, for greater certainty, but subject to Section 2.11(e), that the entire Contingent Amount, if any, will be paid in the form of shares of Parent Common Stock.
(b) The Contingent Amount shall be determined as follows:
(i) if the Actual Net Revenue is less than 75% of the Net Revenue Target, the Contingent Amount shall be $0;
(ii) if the Actual Net Revenue is equal to or greater than 75% of the Net Revenue Target but less than 100% of the Net Revenue Target, then the Contingent Amount shall be equal to the product obtained by multiplying: (A) $20,000,000 by (B) the quotient (which, for greater certainty, shall not be greater than 1.0) obtained by dividing the Actual Net Revenue by the Net Revenue Target; or
(iii) if the Actual Net Revenue is equal to or greater than 100% of the Net Revenue Target, the Contingent Amount shall be $20,000,000.
(c) If the Securityholder Representative disagrees with any calculation set forth on the Contingent Consideration Statement, the Securityholder Representative shall notify Parent of such disagreement in writing within 20 Business Days after the Securityholder Representative’s receipt of the Contingent Consideration Statement (such notice setting forth in reasonable detail the basis for such disagreement). In the event that the Securityholder Representative does not notify Parent in writing of a disagreement with any information set forth on the Contingent Consideration Statement within such 20 Business Day period, the Securityholder Representative, on behalf of all Selling Shareholders, shall be deemed to have accepted the Contingent Consideration Statement and the calculation of the Actual Net Revenue and Contingent Amount, each of which shall be final, binding and conclus...
Contingent Amount. 2.1(d) Covenant Claim.................................. 10.1(e) Covered Transaction............................. 7.14
Contingent Amount. As additional consideration for the contribution of the Shares, Nextera shall reserve for issuance to the Shareholders up to 1,450,240 shares of Nextera Class A Stock (as may be appropriately adjusted for stock splits, stock dividends and similar transactions which may occur after the date of this Agreement) to be issued to the Shareholders based on percentages specified in writing by the Shareholder Representative as follows (the "Contingent Amount"):
(i) In the event that an Initial Public Offering (as defined below) occurs on or before February 29, 2000, the precise amount of Nextera Class A Stock to be issued to the Shareholders shall be determined in accordance with Exhibit B attached hereto. Subject to the Holdback Amount described in Section 2.1(c) above, any issuance of Nextera Class A Stock to the Shareholders under this subsection (i) shall be made promptly following the Initial Public Offering.
(ii) In the event that an Initial Public Offering does not occur by February 29, 2000, then Nextera shall (a) issue the full amount of 1,450,240 shares of Nextera Class A Stock; and (
Contingent Amount. (a) Seller will have the right to receive a one-time payment in cash in an amount equal to 25% of the excess, if any, of the Net Equity Value as determined in accordance with this Agreement over $425,000,000 (the “Contingent Amount”), in accordance with the subsequent provisions of this Section 3.6. For the avoidance of doubt, if the Net Equity Value as determined in accordance with this Agreement is equal to or less than $425,000,000, the Contingent Amount will be zero, and Buyer will have no obligation to make any payment to Seller under this Section 3.6.
(b) The right to receive the Contingent Amount will be deemed exercised (the date on which the first of the following events occurs, the “Exercise Date”): (i) on the date Seller delivers written notice to Buyer of exercise of its right to receive the Contingent Amount (an “Exercise Notice”), which will be irrevocable unless Seller and Buyer otherwise mutually agree, at any time during the period beginning on the Closing Date and ending on the fifth anniversary of the Closing Date or (ii) on the date on which Buyer or any of its Affiliates enters into a binding agreement for the sale of all (but not less than all) of the equity or all or substantially all of the assets of the Post-Closing Company Group to a bona fide third party so long as such binding agreement is entered into after December 31, 2008 (a “Company Sale Transaction”). Buyer will provide written notice to Seller within five Business Days after a binding agreement for a Company Sale Transaction is executed. For purposes of clarification, (i) the execution of a binding agreement for the sale of all (but not less than all) of the equity or all or substantially all of the assets of Post-Closing Company Group to a bona fide third party on or prior to December 31, 2008 (and the consummation of any such sale) shall not result in a deemed exercise of the right to receive the Contingent Amount but such right shall survive any such event and the covenants set forth in Section 12.1 shall continue to apply, and (ii) if a Company Sale Transaction is terminated prior to consummation, the right to receive the Contingent Amount shall be reinstated and the covenants set forth in Section 12.1 shall apply (it being expressly acknowledged that any actions of Buyer taken in anticipation of consummation of, or in accordance with, the Company Sale Transaction shall not be deemed a breach or other violation of such covenants).
(c) If the Exercise Date occurs as th...
Contingent Amount. (a) As soon as reasonably practicable after December 31 of each year beginning with December 31, 2006 and ending with December 31, 2010 (such five year period covered by this Section 1.15 is sometimes hereafter referred to as the “Earn Out Period”), and in any event within 45 days of such date in each applicable year, Parent shall deliver to the Member Representative a Statement of Residual Cash Flows, a Statement of Payment Calculation and a Statement of Aggregate Payment, each as at and for the relevant periods then ended and all as defined, calculated and prepared in accordance with the procedures and methodologies set forth in Schedule 1.15(a) (collectively, all of these statements are referred to as the “Yearly Statements”). Parent shall provide the Member Representative and its accountants reasonable access during normal business hours upon reasonable advance notice to the books, records and facilities of Parent relating to the calculation and preparation of the Yearly Statements, and shall use commercially reasonable efforts to cooperate with the accountants for the Member Representative to review the accuracy of such Yearly Statements. Within 45 days after receipt of the Yearly Statements, the Member Representative shall, in a written notice to Parent, either accept such Yearly Statements on behalf of all of the Members and Owners or object to such Yearly Statements by describing in reasonably specific detail any proposed adjustments to the applicable Statement of Residual Cash Flows, Statement of Payment Calculation and/or Statement of Aggregate Payment forming part of such Yearly Statements and the estimated amounts of and reasons for such proposed adjustments. The failure by the Member Representative to object to any Yearly Statements within the applicable 45 day period shall be deemed acceptance by the Member Representative on behalf of each of the Members and Owners of the Yearly Statements in respect of such year. If any adjustments to a set of Yearly Statements are proposed by the Member Representative at any time within the applicable 45 day period, the dispute shall be resolved pursuant to the procedures set forth in Section 1.15(d) and the final Statement of Residual Cash Flows, final Statement of Payment Calculation and final Statement of Aggregate Payment forming a part of such Yearly Statements shall be determined by the Auditor.
(b) Within three Business Days of the determination of the Final Yearly Statements for such year, each Memb...
Contingent Amount. (a) Subsequent to the Closing, if the Renewed 2025 Pro Forma Fee Share Percentage is less than or equal to the Established Rate, then the Purchasers (jointly and severally) shall pay to Acurity (or such of its Affiliates as directed by Acurity), an amount of cash (the “Contingent Amount”) equal to:
(i) $0, if the Transferred Member Renewal Percentage is less than fifty percent (50%);
(ii) $15,000,000, if the Transferred Member Renewal Percentage is greater than or equal to fifty percent (50%), but less than sixty-five percent (65%);
(iii) $24,000,000, if the Transferred Member Renewal Percentage is greater than or equal to sixty-five percent (65%), but less than eighty percent (80%); and
(iv) $30,000,000, if the Transferred Member Renewal Percentage is greater than or equal to eighty percent (80%); provided, however, that in no event shall the aggregate Contingent Amount received by Acurity (or such of its Affiliates as is directed by Acurity) exceed Thirty Million Dollars ($30,000,000). For the avoidance of doubt, if either (i) the Transferred Member Renewal Percentage is less than fifty percent (50%) or (ii) the Renewed 2025 Pro Forma Fee Share Percentage is greater than the Established Rate, then the Contingent Amount shall be zero ($0) and no Contingent Amount shall be due and owing to Acurity or any of its Affiliates.
(b) Within ten (10) days after the Actual 2024 Total Gross Administrative Fee Amount, the Renewed 2024 Total Gross Administrative Fee Amount and the Renewed 2025 Pro Forma Fee Share Percentage have been determined conclusively by the Purchasers and the Company Parties in accordance with Section 2.2(d), the Purchasers shall pay to Acurity (or such of its Affiliates as directed by Acurity) the Contingent Amount as set forth in Section 2.2(a). Except as set forth in Section 6.18, the Contingent Amount shall not be subject to set off against any other amounts whatsoever, counterclaims or otherwise, including any amounts payable by the Company Parties to the Purchasers hereunder or pursuant to any other Transaction Document.
(c) For purposes of this Agreement:
Contingent Amount. Neither Parent nor any of its Affiliates is party to any Contract or arrangement which would (i) result in any Company Group Member being obligated to grant to any third party any rights with respect to material Intellectual Property; (ii) result in any Company Group Member being bound by, or subject to, any non-compete or other restriction on the material operation or scope of its business; or (iii) give rise to any right of any third party to terminate, re-price or otherwise modify any Company Group Member’s rights or obligations under any agreement under which any right or license of or under which material Intellectual Property is granted to or by such Company Group Member, in each case, which would reasonably be expected to have an adverse effect on the Contingent Amount.
Contingent Amount. (a) As additional consideration for the Purchased Assets, the Buyer shall pay to the Seller an additional amount of $5,000,000 (the “Contingent Amount”) following the Declaration of Commercial Production. The Contingent Amount shall be treated as an upward adjustment of the Purchase Price.
(b) The Buyer shall notify the Seller in writing within fifteen (15) Business Days from the date on which Commercial Production of the Lac Guéret Property has been achieved (such notification, the “Declaration of Commercial Production”).
(c) The Contingent Amount shall be paid by the Buyer to the Seller or as directed by the Seller in cash by wire transfer of immediately available funds to the bank account provided by the Seller no later than the tenth (10th) Business Day following the Declaration of Commercial Production.
(d) The Buyer shall have the right to withhold and set off the Contingent Amount against the amount of any Loss incurred by the Buyer for which the Seller is required to indemnify the Buyer pursuant to Article 9.
(e) For the avoidance of doubt, (i) the provisions and obligations of this Section 2.5 shall survive any assignment by the Buyer of the Lac Guéret Property to any Person, and (ii) a reference to the Buyer in this Section 2.5 shall include any successor entity formed as a result of any merger, consolidation, amalgamation, statutory arrangement (involving a business combination) or other reorganization involving the Buyer.
Contingent Amount. The Contingent Amount will be calculated in accordance with GAAP based on the amount of Qualifying Cash and shall equal the lesser of:
(A) 35% of the Gross Margin Amount (the “Qualifying Gross Margin Amount”); and
(B) $25,000,000.
