Contingent Payments Sample Clauses
The Contingent Payments clause establishes that certain payments under a contract are only required if specific conditions or events occur. For example, a contractor may only receive a bonus if a project is completed ahead of schedule, or a supplier may be paid upon successful delivery of goods. This clause ensures that payment obligations are directly tied to the achievement of predefined milestones or outcomes, thereby aligning incentives and managing financial risk for both parties.
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Contingent Payments. 2.14.1. In addition to the Closing Payment payable pursuant to Section 2.7.3(a), Company Holders shall be entitled to certain additional contingent payments from Buyer after the Closing as and to the extent set forth in this Section 2.14 (each such additional payment, a “Contingent Payment”), subject to all the terms and conditions of this Section 2.14.
2.14.2. Buyer shall make the Contingent Payments described below in cash to the Paying Agent subject to and upon the occurrence of the following events set forth in the table below (each of such twelve (12) events, a “Milestone”), whether achieved by or on behalf of Buyer, the Surviving Corporation, or any of their respective Affiliates, or any Buyer Rights Successor, less any applicable Contingent Payment Deal Fees. The Paying Agent shall distribute such amounts to the Company Holders, as set forth in Schedule I, less (without duplication) any applicable Contingent Payment Deal Fees, with such disbursements paid through the payroll process of the Surviving Corporation or through the Paying Agent, as applicable, provided, however, that (a) with respect to any Deferred Holder (other than the [ * ] and the Designated Individuals), the Deferred Consideration of such Deferred Holder shall be payable only to the extent and in accordance with Schedule I or (b) with respect to any Deferred Holder that is a Designated Individual, such Deferred Holder’s Designated Individual Agreement, and, in each case, any such amounts to which a Deferred Holder does not become entitled shall be retained by Buyer: First Product Targeting [ * ] First Product Targeting [ * ] First Product Targeting [ * ]
1. Initiation of a Clinical Trial for a Product [ * ] [ * ] [ * ] [ * ]
2. Initiation of a Pivotal Trial for a Product [ * ] [ * ] [ * ] [ * ]
3. With respect to a Product, the earlier of (a) receipt of Marketing Approval in the U.S., and (b) (i) receipt of Marketing Approval from (A) the European Commission or (B) the applicable Regulatory Authority [ * ] and (ii) Price Approval [ * ]. [ * ] [ * ] [ * ] [ * ]
2.14.3. For the purposes of the Milestones above, [ * ].
2.14.4. Each Contingent Payment is payable only once. In no event shall any of the Contingent Payments be paid more than once, regardless of the number of times the corresponding Milestone is achieved by or on behalf of Buyer, Surviving Corporation or any of their respective Affiliates, or any Buyer Rights Successor. In the event that (a) the first Clinical Trial that is...
Contingent Payments. (a) As further consideration of the agreements set forth herein and the sale by Sellers of the Shares, if the targets set forth below are all achieved, Purchaser shall pay to each Seller such Seller's Pro Rata Share of the applicable amounts set forth below: (the "CONTINGENT PAYMENT"):
(i) In the event that the Revenue of the Company for the twelve months ended December 31, 1998 (the "1998 REVENUE") is greater than the 1998 Target Revenue, Purchaser shall pay to each Seller such Seller's Pro Rata Share of $933,333 and will pay to each Seller such Seller's Pro Rata Share of $0.172 for each dollar by which the 1998 Revenue exceeds the 1998 Target Revenue, which additional amount will in no event exceed $400,000; and
(ii) In the event that the EBITDA of the Company for the twelve months ended December 31, 1998 (the "1998 EBITDA") is greater than the 1998 Target EBITDA, Purchaser shall pay to each Seller such Seller's Pro Rata Share of $933,333 and will pay $0.513 for each dollar by which the 1998 EBITDA exceeds the 1998 Target EBITDA, which additional amount will in no event exceed $400,000; and
(iii) In the event that the Employee Retention Percentage as of December 31, 1998 exceeds the percentage as agreed between Purchaser and Sellers, Purchaser shall pay to each Seller such Seller's Pro Rata Share of $1,133,333.
(b) Within ten (10) calendar days following the date on which Purchaser receives the Company's audited financial statements for the twelve months ended December 31, 1998, Purchaser shall prepare and deliver to the Seller Representative a calculation of the 1998 Revenue and 1998 EBITDA and the Employee Retention Percentage as of December 31, 1998.
(c) The Seller Representative may dispute Purchaser's calculation of the 1998 Revenue and the 1998 EBITDA, but only on the basis that the amounts reflected in such calculation were not determined in accordance with GAAP or adjusted in accordance with this Agreement. The Seller Representative shall notify Purchaser in writing of each disputed item, specifying the amount of each item in dispute and setting forth, in detail, the basis for each item in dispute, within thirty (30) calendar days of the Seller Representative's receipt of Purchaser's calculation of the Revenue. If the Seller Representative has not notified Purchaser of any such dispute within such thirty (30) day period or has notified Purchaser that the Sellers accept the calculation, of the 1998 Revenue, and the 1998 EBITDA, then Purchaser's ca...
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
Contingent Payments. Except as otherwise required, contingent pay- ments are not taken into account in calculating either the yield or the prin- cipal balance of a section 467 loan.
Contingent Payments. The Unilever Stockholder shall have the right to receive the Contingent Payments, if any, on the terms and subject to the conditions set forth on Exhibit 9 in recognition of its period of ownership of the Class B Shares.
Contingent Payments. The Borrower agrees to pay to the Lender a Contingent Payment with respect to each Asset Pool, payable on each Distribution Date for such Asset Pool in an amount equal to that portion of the Asset Pool Proceeds available for payment thereof as provided in Section 2.8(j). Payment in full of any Loan made in respect of an Asset Pool shall in no way affect the obligation of the Borrower to pay to the Lender the Contingent Payments with respect to such Asset Pool as provided herein. The Borrower and the Lender agree that all Contingent Payments with respect to an Asset Pool will be treated as interest for United States federal income tax purposes and that the Borrower's interest deductions and the Lender's interest income with respect thereto shall accrue in accordance with the Projected Accrual Schedule for such Asset Pool delivered by the Borrower pursuant to Section 2.1(a) and accepted by the Lender pursuant to Section 2.1, as required and determined in accordance with the non-contingent bond method described in Treasury Regulation 1.1275-4(b).
Contingent Payments. Landlord shall make Contingent Payments to the extent set forth in this section. Tenant shall request each Contingent Payment by submitting a Contingent Payment Request to Landlord or in the case of Contingent Payments for Project Improvements, a Disbursement Voucher pursuant to the Disbursing Agreement. Landlord shall make the Contingent Payment provided that [i] no Event of Default has occurred and is continuing, and [ii] Landlord has determined that all requirements for the Contingent Payment have been satisfied. Contingent Payments will be made not less than eight Business Days and not more than 12 Business Days following Tenant’s delivery of the Contingent Payment Request.
Contingent Payments. The Company will pay to each Purchaser, its Allocated Portion, until the aggregate of all such Allocated Portions (or a portion thereof) equals an amount equal to the Purchaser’s Subscription Amount. The Allocated Portion will be paid by the Company within thirty (30) business days following receipt by the Company of Company Proceeds by wire transfer of immediately available funds to an account specified by the Purchaser in writing to the Company.
Contingent Payments. Except as set forth in Section 5.3, there are no contingent payment obligations or "earn-outs" which are or may become payable in connection with center acquisitions made by the Companies or any of their respective Subsidiaries prior to the date of this Agreement.
Contingent Payments. Buyer shall pay to an entity designated by Seller Parties a one-time, non-refundable and non-creditable fee of one hundred million Pounds Sterling (£100,000,000) (the “Contingent Payment”) upon the first occurrence of an NDA Approval. For clarity, the Contingent Payment shall be payable only once, upon the first achievement of the first NDA Approval by a Product containing the Lead Compound or the Additional Compound, and shall not be payable for any subsequent NDA Approval by a Product containing the Lead Compound, Additional Compound or any other Product. Such payment will be due and payable within seventy (70) days after the achievement of NDA Approval by or on behalf of Buyer. CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE DERMAVANT SCIENCES LTD. HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO DERMAVANT SCIENCES LTD. IF PUBLICLY DISCLOSED.