Contingent Earnout Sample Clauses

Contingent Earnout. In addition to the Purchase Price payable ------------------ hereunder, as additional consideration for the sale of the Stock hereunder, the Shareholders shall have the right to receive, in the aggregate, additional payments of up to $6.6 million, based upon the Corporation's post-Closing net margin performance (the "Contingent Earnout"). The Contingent Earnout will be payable, if at all, in accordance with the following provisions:
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Contingent Earnout. Sellers shall be entitled to payment of an additional amount of cash, not to exceed Two Million, Five Hundred Thousand Dollars ($2,500,000), based on Buyer’s revenues with respect to certain products within the period commencing upon July 1, 2004 and ending on June 30, 2005, as set forth more fully in Section 5 below (the “Earnout Payment “), but subject to application as set forth in Section 4.5 below.
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Contingent Earnout. A Contingent Earnout of up to an additional 200,000 shares of Purchaser’s Common Stock may be earned and will become payable to the Seller or its assigns only if the business attributable to the Assets achieves the following performance goal, post-Closing:
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Contingent Earnout. 9 Section 2.6 Working Capital Deficit...............................12 Section 2.7 Line of Credit........................................12 Section 2.8
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Contingent Earnout. The period between the Effective Date and September 30, 2009 shall be referred to as the "Contingent Earnout Period." During the Contingent Earnout Period, Buyer shall pay to Seller additional amounts for the acquired Assets, not to exceed in the aggregate $6,500,000 (the "Contingent Earnout") as follows:
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Contingent Earnout. As additional consideration, Buyer shall pay Seller a contingent earnout based on the Net Profit (as defined below) of Buyer during 2004 and 2005 as follows:
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Contingent Earnout. Following the Closing Date, the Merger Consideration may be increased as follows: The Shareholders are collectively entitled to earn a one-time payment (the “Earnout”), payable one-half in cash (the “Cash Earnout Payment”) and one-half in common stock of HPI valued at the average of the closing prices per share of HPI common stock on the last ten trading days of the Earnout Period (the “Stock Earnout Payment”), to be allocated amongst them in accordance with their percentage share ownership in Capital Partners immediately prior to the Closing Date, such Earnout Payment to be equal to
Sample 1
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Related to Contingent Earnout

  • Investment Earnings The Servicer will receive investment earnings (net of losses and investment expenses) on funds in the Bank Accounts as additional compensation for the servicing of the Receivables. The Servicer will direct the Indenture Trustee to withdraw the investment earnings and distribute them to the Servicer on each Payment Date.

  • Investment Earnings and Supplemental Servicing Fees The Servicer shall be entitled to receive all Investment Earnings and Supplemental Servicing Fees when and as paid without any obligation to the Owner Trustee, the Indenture Trustee or the Depositor in respect thereof. The Servicer will have no obligation to deposit any such amount in any account established hereunder. To the extent that any such amount shall be held in any account held by the Indenture Trustee or the Owner Trustee, or otherwise established hereunder, such amount will be withdrawn therefrom and paid to the Servicer upon presentation of a certificate signed by a Responsible Officer of the Servicer setting forth, in reasonable detail, the amount of such Investment Earnings or Supplemental Servicing Fees.

  • Minimum Monthly Principal Payments Amortizing payments of the aggregate principal amount outstanding under this Note at any time (the “Principal Amount”) shall begin on December 1, 2004 and shall recur on the first business day of each succeeding month thereafter until the Maturity Date (each, an “Amortization Date”). Subject to Article 3 below, beginning on the first Amortization Date, the Borrower shall make monthly payments to the Holder on each Repayment Date, each in the amount of $187,500, together with any accrued and unpaid interest to date on such portion of the Principal Amount plus any and all other amounts which are then owing under this Note, the Purchase Agreement or any other Related Agreement but have not been paid (collectively, the “Monthly Amount”). Any Principal Amount that remains outstanding on the Maturity Date shall be due and payable on the Maturity Date.

  • Additional Payment (a) If, notwithstanding the provisions of Section 8(a)(ii), but subject to subsection (b), it is ultimately determined by a court or pursuant to a final determination by the Internal Revenue Service that any portion of Total Payments is subject to the tax (the "Excise Tax") imposed by Section 4999 of the Code (or any successor provision), then the Company shall pay to the Executive an additional amount (the "Gross-Up Payment") such that the net amount retained by the Executive after deduction of any Excise Tax and any interest charges or penalties in respect of the imposition of such Excise Tax (but not any federal, state or local income tax) on the Total Payments, and any federal, state and local income tax and Excise Tax upon the payment provided for by this Section 23 shall be equal to the Total Payments. For purposes of determining the amount of the Gross-Up Payment, the Executive shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation in the calendar year in which the Gross-Up Payment is to be made and state and local income taxes at the highest marginal rates of taxation in the state and locality of the Executive's domicile for income tax purposes on the date the Gross-Up Payment is made, net of the maximum reduction in federal income taxes that could be obtained from deduction of such state and local taxes.

  • Payments from Available Funds Only All payments to be made by the Borrower under this Agreement shall be made only from the amounts that constitute Scheduled Payments, Special Payments and other payments under the Operative Agreements, including payment under Section 4.02 of the Participation Agreements and payments under Section 2.14 of the Indentures, and only to the extent that the Borrower shall have sufficient income or proceeds therefrom to enable the Borrower to make payments in accordance with the terms hereof after giving effect to the priority of payments provisions set forth in the Intercreditor Agreement. The Liquidity Provider agrees that it will look solely to such amounts to the extent available for distribution to it as provided in the Intercreditor Agreement and this Agreement and that the Borrower, in its individual capacity, is not personally liable to it for any amounts payable or liability under this Agreement except as expressly provided in this Agreement, the Intercreditor Agreement or any Participation Agreement. Amounts on deposit in the Class A Cash Collateral Account shall be available to the Borrower to make payments under this Agreement only to the extent and for the purposes expressly contemplated in Section 3.05(f) of the Intercreditor Agreement.

  • Basic Carrying Costs Borrower shall have paid all Basic Carrying Costs relating to the Property which are in arrears, including without limitation, (a) accrued but unpaid insurance premiums relating to the Property, (b) currently due and payable Taxes (including any in arrears) relating to the Property, and (c) currently due Other Charges relating to the Property, which amounts shall be funded with proceeds of the Loan.

  • Payment Processing; Allocation; Priority of Payments (i) The Servicer shall post all payments received to Customer accounts as promptly as practicable, and, in any event, substantially all payments shall be posted no later than three (3) Business Days after receipt.

  • Mortgage Payments Received After Transfer Date The amount of any related Monthly Payments received by the Seller after the related Transfer Date shall be forwarded to the Purchaser by overnight mail within one (1) Business Day following the date of receipt. The Seller shall notify the Purchaser of the particulars of the payment, which notification requirement shall be satisfied if the Seller forwards with its payment sufficient information to permit appropriate processing of the payment by the Purchaser. The Seller shall assume full responsibility for the necessary and appropriate legal application of such Monthly Payments received by the Seller after the related Transfer Date with respect to related Mortgage Loans then in foreclosure or bankruptcy; provided, for purposes of this Agreement, necessary and appropriate legal application of such Monthly Payments shall include, but not be limited to, endorsement of a Monthly Payment to the Purchaser with the particulars of the payment such as the account number, dollar amount, date received and any special Mortgagor application instructions and the Seller shall comply with the foregoing requirements with respect to all Monthly Payments received by it after the related Transfer Date.

  • Determination Date Calculations; Application of Available Funds (a) On each Determination Date, the Servicer shall calculate the following amounts:

  • Subsequent Recalculation In the event the Internal Revenue Service adjusts the computation of the Company under Section 5.2 herein so that the Executive did not receive the greatest net benefit, the Company shall reimburse the Executive for the full amount necessary to make the Executive whole, plus a market rate of interest, as determined by the Committee, within 30 days after such adjustment.

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