Contingent Payments. (a) The Seller shall be eligible to earn an aggregate of up to an additional One Million Three Hundred Fifty Thousand Dollars ($1,350,000) (a “Maximum Contingent Payment Amount”) in contingent payments pursuant to this Section 1.6.
(b) Within thirty (30) days following the end of each calendar quarter (each, a “Measurement Period”) commencing with the calendar quarter in which the Closing Date occurs, Buyer, in good faith, shall calculate the Net Revenue for such Measurement Period and shall deliver to the Seller a certificate setting forth such calculation in reasonable detail, which calculation shall be final and binding on all parties unless the Seller objects to such calculation as set forth in Section 1.6(e) below. Subject to the provisions of Section 8.7, within ten (10) days following the final determination of the Net Revenue for such Measurement Period, Buyer shall pay (or, if deposited with SunTrust Bank, as the escrow agent (the “Escrow Agent”), cause the Escrow Agent to pay) to the Seller an amount equal to five percent (5%) of the Net Revenue for such Measurement Period (each, a “Contingent Payment”); provided, however, that the maximum aggregate payments to which the Seller shall be entitled hereunder shall not exceed the Maximum Contingent Payment Amount.
(c) If at any time prior to the one year anniversary of the Closing Date, the Contingent Payments paid to the Seller (whether such payments are placed in escrow as contemplated by this Agreement, paid to the Seller or offset pursuant to the provisions of Sections 1.5 and 8.7) total, in the aggregate, an amount equal to or greater than $1,100,000, then Buyer shall deposit, on behalf of the Seller, any remaining Contingent Payments up to the Maximum Contingent Payment Amount earned by the Seller on or prior to the first anniversary of the Closing Date into escrow with the Escrow Agent to be held by the Escrow Agent pursuant to the terms and conditions of an escrow agreement to be entered into on the Closing Date (the “Escrow Agreement”). Any such amount (in addition to other remedies available to the Buyer Indemnified Persons as contemplated by this Agreement) placed in escrow with the Escrow Agent shall be available to satisfy claims by the Buyer’s Indemnified Persons for indemnification pursuant to Article VIII hereof. Promptly following the first year anniversary of the Closing Date, any Contingent Payments placed in escrow pursuant to this Section 1.6(c) shall be released to the Seller by...
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 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. 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. (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 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. (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) In further consideration for the sale of the R&A Shares to the Acquirer at the Closing, from and after the Closing at the times specified in Section 1.7(b) below, the Acquirer shall make the following additional payments (each such payment, a "Contingent Payment") to the R&A Shareholders (with each such Contingent Payment to be paid to the individual R&A Shareholders in the respective percentages set forth on Schedule 1.2 hereto), subject to the escrow provisions set forth in Section 1.7(c) below; provided, however, that the aggregate amount of Contingent Payments received by the R&A Shareholders pursuant to this Section 1.7 (which, for the avoidance of doubt, shall not include any Contingent Payment Escrow Account Deposits that are returned to the Acquirer pursuant to Section 1.7(c) hereof, and shall not include earnings on amounts deposited in escrow hereunder) shall not exceed one hundred million dollars ($100,000,000):
(i) A payment (but in no event less than zero dollars ($0)) (the "Year 3 Contingent Payment") equal to (A) the product of (I) Applicable Revenues for the twelve (12) months ending on (and including) the third anniversary of the Closing Date multiplied by (II) 2.5, minus (B) the Closing Purchase Price;
(ii) A further payment (but in no event less than zero dollars ($0)) (the "Year 4 Contingent Payment") equal to (A) the product of (I) Applicable Revenues for the twelve (12) months ending on (and including) the fourth anniversary of the Closing Date multiplied by (II) 2.4, minus (B) the sum of (I) the Closing Purchase Price, plus (II) the Year 3 Contingent Payment; and
(iii) A further payment (but in no event less than zero dollars ($0)) (the "Year 5 Contingent Payment") equal to (A) the product of (I) Applicable Revenues for the twelve (12) months ending on (and including) the fifth anniversary of the Closing Date multiplied by (II) 2.3, minus (B) the sum of (I) the Closing Purchase Price, plus (II) the Year 3 Contingent Payment, plus (III) the Year 4 Contingent Payment.
(b) As promptly as practicable (and in any event within twenty (20) Business Days) following each of the third, fourth, fifth and sixth anniversaries of the Closing Date, the Acquirer shall cause to be prepared and delivered to the CMR Representative a written statement (each, a "Contingent Payment Statement") setting forth (i) the amount of the Contingent Payment payable pursuant to Section 1.7(a) with respect to the applicable preceding period (if any) and (ii) any ...
Contingent Payments. In addition to the Non-Contingent Payments, Transafe shall make additional annual payments to Xxxxxx contingent upon the net sales volume of devices covered by the subject matter of the Licensed Patents (the "Contingent Payments"), payable within the first seven days of each calendar year starting in January of 1999, and continuing through the January following expiration of the last to expire of the Licensed Patents, and calculated as follows;
(1) All Contingent Payments shall be calculated based on the "Total Net Sales" of any highway safety crash barrel or other product or invention embodying the subject matter claimed in a Licensed Patent ("Covered Products"), sold by Transafe and any of its affiliates, assignees, licensees, or successor(s) in interest, and any of their agents, distributors or retailers. Contingent Payments shall only be due with respect to Covered Products that are covered by an issued and unexpired Licensed Patent in the country in which the Covered Product is either manufactured, sold, or used. If Transafe sells a Covered Product to an independent distributor who in turn makes a sale of Covered Product, the only payment to be made with respect to such sale shall relate to the sale of the Covered Product by Transafe to such independent distributor, and no Contingent Payment shall be due to Xxxxxx with respect to subsequent sales by the independent distributor; provided that: (i) the independent distributor is not a corporate affiliate of Transafe; (ii) there is no common ownership between Transafe (or its affiliates) and the independent distributor (or its affiliates); (iii) the sale to the independent distributor is at a reasonable and fair market price in comparison to the price paid by other independent distributors; and (iv) arranging for the ultimate customer sale to occur through the distributor is not motivated by any attempt to reduce or reallocate payments which otherwise would be due to Xxxxxx. For purposes of this calculation, "Total Net Sales" shall be defined to include total gross sales of Covered Products, when collected, minus: (i) any discounts or rebates on sales prices (such as volume discounts or rebates); (ii) shipping costs and freight; (iii) allowances; (iv) returns of previously sold Covered Products where the sales of those returned devices were otherwise included in total sales; (v) warranty chargebacks; and (vi) sales and use taxes.
(2) The calculation of Contingent Payments shall be based on Total Net Sale...
