Contingent Payment Obligation Sample Clauses

Contingent Payment Obligation. In addition to the amounts paid pursuant to Section 2(a) hereof, and in accordance with the allocations set forth in Section 5 hereof, the Purchaser shall pay up to an aggregate amount of $50,000,000 (the "Contingent Payment Obligation Cap") into the various Restricted Cash Reclamation Accounts as a contingent payment obligation from 2021 through 2025 (the "Contingent Payment Obligation"). (i) The Purchaser shall make Contingent Payment Obligation contributions into the Restricted Cash Reclamation Accounts up to the Contingent Payment Obligation Cap only in the following circumstances: (1) If and to the extent that the Reorganized Debtors do not contribute $50,000,000 of Free Cash Flow into the Restricted Cash Reclamation Accounts through December 31, 2020 as set forth in Section 4(b) hereof; and (2) If the Reorganized Debtors make any Reorganized ANR Contingent Revenue Payment (as such term is defined in the Plan) that reduces the amount of Free Cash Flow that the Reorganized Debtors otherwise would have contributed to the Restricted Cash Reclamation Accounts had they not made such Reorganized ANR Contingent Revenue Payment, then a Contingent Payment Obligation will be payable in the amount of the difference between (A) the amount of Free Cash Flow that the Reorganized Debtors would have contributed to the Restricted Cash Reclamation Accounts had they not made such Reorganized ANR Contingent Revenue Payment and (B) the amount of Free Cash Flow actually contributed. (ii) For the avoidance of doubt, the Purchaser's obligations under Section 2(b)(i) hereof shall be cumulative up to the amount of the Contingent Payment Obligation Cap. (iii) The Purchaser shall make any Contingent Payment Obligation contributions up to the Contingent Payment Obligation Cap according to the following schedule, solely to the extent due and payable as of the applicable payment date in accordance with Section 2(b)(i) hereof: (1) $10,000,000 on the anniversary of the Effective Date in each of 2021, 2022, 2023 and 2024; and (2) The difference between any Contingent Payment Obligation contributions made and the Contingent Payment Obligation Cap on the anniversary of the Effective Date in 2025.
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Contingent Payment Obligation. In the event that the Fund should exercise any of the 1998 Options, or transfer, sell or assign any of the 1998 Options to a party other than a party controlled by or under common control with the Fund, the Fund shall, within 10 days after any such transaction, pay in cash to the Sellers, pro rata in proportion to the 1998 Options sold by the respective Sellers hereunder, an amount equal to the product of $2 and the number of shares of Common Stock subject to such 1998 Options exercised, transferred, sold or assigned by the Fund. In the event of any stock dividend, stock split, combination of shares or other similar change with respect to the Common Stock of the Company, the amount payable by the Fund under this Section 4 shall be adjusted accordingly.
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Contingent Payment Obligation. In the event that High Ridge should exercise any of the 1998 Options, or transfer, sell or assign any of the 1998 Options to a party other than a party controlled by or under common control with High Ridge, High Ridge shall, within 10 days after any such transaction, pay in cash to the Sellers, pro rata in proportion to the 1998 Options sold by the respective Sellers hereunder, an amount equal to the product of $2 and the number of shares of Common Stock subject to such 1998 Options exercised, transferred, sold or assigned by High Ridge. In the event of any stock dividend, stock split, combination of shares or other similar change with respect to the Common Stock of the Company, the amount payable by High Ridge under this Section 4 shall be adjusted accordingly.
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Contingent Payment Obligation. In the event ----------------------------- that the Series A Bridge Notes have not been repaid in full on or before March 30, 1998, then, in addition to interest payable at the rates specified in Section 2.01 hereof, the Company shall pay ------------ to the Holders of the Series A Bridge Notes, concurrently with the Exit Event, an amount (the "Contingent Payment Amount") equal ------------------------- to (a) if the Series A Bridge Notes have not been repaid in full on or before March 30, 1998, but are repaid in full on or before September 30, 1998, $1,000,000; or (b) if the Series A Bridge Notes have not been repaid in full on or before September 30, 1998, the greater of (1) $1,000,000 or (2) an amount equal to fourteen percent (14%) of the product of (i) the number of Outstanding Shares of Common Stock as of the Determination Date, multiplied by (ii) the Current Market Price ------------- per Share of Common Stock as of the Determination Date. If Series A Bridge Notes are held by more than one Holder at such time, the Contingent Payment Amount shall be paid to the Holders of Series A Bridge Notes pro rata, based on the proportion that the -------- principal amount of the Series A Bridge Note held by each such Holder bears to the aggregate principal amount of all Series A Bridge Notes.
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Contingent Payment Obligation. During the Contingent Payment Term, IMCLONE shall pay to YEDA contingent payment amounts based on the following rates for Net Sales (as defined below) of Licensed Products by IMCLONE or its sublicensees and other amounts received in connection with Licensed Products, on a country-by-country basis: (i) for Erbitux®, a rate of [**] on Net Sales of Erbitux® in the U.S. (including its territories and possessions) and Canada and [**] on Net Sales of Erbitux® outside the U.S. and Canada; (ii) for IMC-11F8, [**]; and (iii) for EMD72000, [**]. The Parties acknowledge that it would be impractical to calculate contingent payments based solely on sales of Licensed Products that are used in connection with anti-neoplastic agents and as such for convenience have adopted a contingent payment arrangement based on sales of all Licensed Products, whether or not sold in connection with or instructed for use in connection with anti-neoplastic agents. They agree and acknowledge that the above contingent payments have been reduced with the intent to reflect the value of All Patent Rights and are not an attempt to collect contingent payments for activities not covered by All Patent Rights. For purposes of this Settlement Agreement, “Net Sales” with respect to particular Licensed Product(s), shall mean [**]
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Contingent Payment Obligation. In the event that High Ridge should exercise any of the 1998 Options, or transfer, sell or assign any of the 1998 Options to a party other than a party controlled by or under common control with High Ridge, High Ridge shall, within 10 days after any such transaction, pay in cash to the Sellers, pro rata in proportion to the 1998 Options sold by the respective
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Contingent Payment Obligation. In the event that IBS should exercise any of the 1998 Options, or transfer, sell or assign any of the 1998 Options to a party other than a party controlled by or under common control with IBS, IBS shall, within 10 days after any such transaction, pay in cash to the Sellers, pro rata in proportion to the 1998 Options sold by the respective Sellers hereunder, an amount equal to the product of $2 and the number of shares of Common Stock subject to such 1998 Options exercised, transferred, sold or assigned by IBS. In the event of any stock dividend, stock split, combinations of shares or other similar change with respect to the Common Stock of the Company, the amount payable by IBS under this Section 4 shall be adjusted accordingly.
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Contingent Payment Obligation. 6 ----------------------------- SECTION
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Related to Contingent Payment Obligation

  • The Companys Payment Obligation The Company’s obligation to make the payments and the arrangements provided for herein will be absolute and unconditional, and will not be affected by any circumstances, including, without limitation, any offset, counterclaim, recoupment, defense, or other right which the Company may have against the Executive or anyone else. All amounts payable by the Company hereunder will be paid without notice or demand. Each and every payment made hereunder by the Company will be final, and the Company will not seek to recover all or any part of such payment from the Executive or from whomsoever may be entitled thereto, for any reasons whatsoever. The Executive will not be obligated to seek other employment in mitigation of the amounts payable or arrangements made under any provision of this Agreement, and the obtaining of any such other employment will in no event effect any reduction of the Company’s obligations to make the payments and arrangements required to be made under this Agreement, except to the extent provided in Sections 3.3(e) and (f) herein. Notwithstanding anything in this Agreement to the contrary, if Severance Benefits are paid under this Agreement, no severance benefits under any program of the Company, other than benefits described in this Agreement, will be paid to the Executive.

  • Payment Obligations Absolute The Company’s obligation during and after the Employment Period to pay the Executive the amounts and to make the benefit and other arrangements provided herein shall be absolute and unconditional and shall not be affected by any circumstances, including, without limitation, any setoff, counterclaim, recoupment, defense or other right which the Company may have against him or anyone else. Except as provided in Section 15, all amounts payable by the Company hereunder shall be paid without notice or demand. Each and every payment made hereunder by the Company shall be final, and the Company will not seek to recover all or any part of such payment from the Executive, or from whomsoever may be entitled thereto, for any reason whatsoever.

  • Payment of Reimbursement Obligations (a) The Borrower agrees to pay to the Administrative Agent for the account of the Issuing Bank the amount of all Advances for Reimbursement Obligations, interest and other amounts payable to the Issuing Bank under or in connection with any Facility Letter of Credit when due, irrespective of any claim, set-off, defense or other right which the Borrower may have at any time against any Issuing Bank or any other Person, under all circumstances, including without limitation any of the following circumstances: (i) any lack of validity or enforceability of this Agreement or any of the other Loan Documents; (ii) the existence of any claim, setoff, defense or other right which the Borrower may have at any time against a beneficiary named in a Facility Letter of Credit or any transferee of any Facility Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, the Issuing Bank, any Lender, or any other Person, whether in connection with this Agreement, any Facility Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transactions between the Borrower and the beneficiary named in any Facility Letter of Credit); (iii) any draft, certificate or any other document presented under the Facility Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect of any statement therein being untrue or inaccurate in any respect; (iv) the surrender or impairment of any security for the performance or observance of any of the terms of any of the Loan Documents; or (v) the occurrence of any Default or Event of Default. (b) In the event any payment by the Borrower received by the Issuing Bank or the Administrative Agent with respect to a Facility Letter of Credit and distributed by the Administrative Agent to the Lenders on account of their participations is thereafter set aside, avoided or recovered from the Administrative Agent or Issuing Bank in connection with any receivership, liquidation, reorganization or bankruptcy proceeding, each Lender which received such distribution shall, upon demand by the Administrative Agent, contribute such Lender's Percentage of the amount set aside, avoided or recovered together with interest at the rate required to be paid by the Issuing Bank or the Administrative Agent upon the amount required to be repaid by the Issuing Bank or the Administrative Agent.

  • Unpaid Reimbursement Obligation Any Reimbursement Obligation for which the applicable Borrower does not reimburse the Administrative Agent and the Lenders on the date specified in, and in accordance with, §4.

  • Sharing of Reimbursement Obligation Payments Whenever the Agent receives a payment from the Borrower on account of reimbursement obligations in respect of a Letter of Credit or Credit Support as to which the Agent has previously received for the account of the Letter of Credit Issuer thereof payment from a Lender, the Agent shall promptly pay to such Lender such Lender’s Pro Rata Share of such payment from the Borrower. Each such payment shall be made by the Agent on the next Settlement Date.

  • Repayment Obligation In the event that any State and/or federal funds are deferred and/or disallowed as a result of any audits or expended in violation of the laws applicable to the expenditure of such funds, the Contractor shall be liable to the Agency for the full amount of any claim disallowed and for all related penalties incurred. The requirements of this paragraph shall apply to the Contractor as well as any subcontractors.

  • Depositor Payment Obligation The Depositor shall be responsible for payment of the Administrator’s compensation under the Administration Agreement and shall reimburse the Administrator for all expenses and liabilities of the Administrator incurred under the Administration Agreement.

  • Payment Obligation The RTOs each assume responsibility for ensuring that their respective payment obligations resulting from the M2M coordination process set forth in Schedule D to this Agreement are satisfied without regard for their ability to collect such payments from their respective customers.

  • Contingent Obligation any obligation of a Person arising from a guaranty, indemnity or other assurance of payment or performance of any Debt, lease, dividend or other obligation (“primary obligations”) of another obligor (“primary obligor”) in any manner, whether directly or indirectly, including any obligation of such Person under any (a) guaranty, endorsement, co-making or sale with recourse of an obligation of a primary obligor; (b) obligation to make take-or-pay or similar payments regardless of nonperformance by any other party to an agreement; and (c) arrangement (i) to purchase any primary obligation or security therefor, (ii) to supply funds for the purchase or payment of any primary obligation, (iii) to maintain or assure working capital, equity capital, net worth or solvency of the primary obligor, (iv) to purchase Property or services for the purpose of assuring the ability of the primary obligor to perform a primary obligation, or (v) otherwise to assure or hold harmless the holder of any primary obligation against loss in respect thereof. The amount of any Contingent Obligation shall be deemed to be the stated or determinable amount of the primary obligation (or, if less, the maximum amount for which such Person may be liable under the instrument evidencing the Contingent Obligation) or, if not stated or determinable, the maximum reasonably anticipated liability with respect thereto.

  • 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.

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