Contingent Amount. The Borrowers and the Swap Provider have agreed to enter into a Master Agreement for the hedging of the Borrowers' exposure to interest rate fluctuations. The Borrowers and the Swap Provider have agreed that the Mortgages shall secure any obligations payable by the Borrowers to the Swap Provider at any time pursuant to any Master Agreement in a maximum aggregate amount of up to $53,000,000 and the Swap Provider has further agreed that each of the other Security Documents shall not have any limitation as to the amount payable by the Borrowers to the Swap Provider at any time pursuant to any Master Agreement which is secured by such other Security Documents.
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"):
Contingent Amount. (a) The Purchaser shall pay to ISC the Contingent Amount, determined in accordance with this Article 2.1.5 in the event that the Purchaser achieves or exceeds the following revenue (which shall be determined and accounted for in accordance with the Accounting Standards) targets during the period between the Closing Date and the first anniversary of the Closing Date (the "EARN OUT PERIOD"): (i) if revenue is less than Rupees 21,87,50,000, then no Contingent Amount shall be payable; (ii) if revenue is equal to Rupees 21,87,50,000, the Contingent Amount payable shall be Rupees 5,68,75,000; (iii) if revenue is equal to or exceeds Rupees 46,81,25,000, the Contingent Amount payable shall be Rupees 10,93,75,000; and (iv) if the revenue exceeds Rupees 21,87,50,000 but is less than Rupees 46,81,25,000, the Contingent Amount payable shall be as set out in ANNEXURE O hereto. The payment of the Contingent Amount by the Purchaser to ISC shall be guaranteed by an irrevocable unconditional corporate guarantee (in form and substance acceptable to ISC) provided by eFunds to ISC on or prior to the Closing Date. Notwithstanding anything to the contrary contained in this Agreement or elsewhere, the obligation of the Purchaser to make payment of the Contingent Amount to ISC shall be absolute and the Purchaser shall not be entitled to exercise any right of set off, counterclaim or deduction in relation to the Contingent Amount.
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:
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:
Contingent Amount. In addition to the Purchase Price, as adjusted pursuant to Section 2.4, the Sellers may be entitled to receive certain additional consideration in respect of the Transactions, on the terms and subject to the conditions set forth in this Section 2.5 and subject to satisfaction of the criteria hereunder:
Contingent Amount. On and after the Closing, subject to the ----------------- terms and conditions of this Section 2.5, Snowball agrees to pay to the Shareholders the Contingent Amount in $25,000 increments as follows: At the Closing, Snowball will pay $25,000 of the Contingent Amount for each Registered User Milestone achieved prior to the Closing. Upon the achievement of each additional Registered User Milestone following the Closing, Snowball will pay $25,000 of the Contingent Amount, with interest, until the Contingent Amount has been paid in full. The Contingent Amount paid under this Section 2.5 shall be allocated among and paid to each of the Shareholders according to such Shareholder's Percentage Interest. Payment of each increment of the Contingent Amount shall be made by Snowball to the Shareholders in cash or other immediately available funds within ten (10) days after the end of each calendar month in which the applicable Registered User Milestone is reached, pursuant to instructions to be provided by the Shareholders to Snowball. Interest shall accrue from the Closing Date on the Contingent Amount outstanding from time to time until paid in full at the fixed simple rate per annum equal to five percent (5.0%) calculated based upon a 360- day year and the actual number of days elapsed. Within ten (10) days after the end of each calendar month after the Closing Date, Snowball shall furnish the Representative a certified written statement, setting forth the number of users of the High School Alumni website who completed a registration process complying with Section 1.11 of this Agreement (a "Registered User", and collectively the ------------ "Registered Users") on each day of such calendar month. Snowball agrees to cause such registration process to be maintained in accordance with Section 1.11 ------------ following the Closing until the Contingent Amount is paid in full. Following the Closing, Snowball will cause AmeriTrack keep accurate records in sufficient detail to enable the number of Registered Users completing a registration process after the Closing Date to be determined. Upon any dispute between the Shareholders and Snowball regarding the calculation of the number of Registered Users, the Representative shall be permitted to examine said records, at the expense of the Shareholders, subject to reasonable confidentiality obligations, during usual business hours to the extent necessary to verify the number of Registered Users.
Contingent Amount. The Buyer shall pay an additional cash ------------------------- amount (the "[xxxxx] Contingent Amount") to the Seller contingent on the amount [xxxxx] processed by the Buyer during the period commencing on [xxxxx] and ending on [xxxxx]. Specifically, the [xxxxx] Contingent Amount shall be equal to the sum of: ****** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
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.
