Contingent Payments Not Certain Sample Clauses

Contingent Payments Not Certain. Each of Buyer and Seller hereby acknowledge that the achievement of the FDA Milestone is uncertain and that Buyer and its Affiliates may not achieve the FDA Milestone prior to October 1, 2012 or at all, and it is therefore not assured that Buyer will be required to pay the FDA Milestone Payment at all. Each of Buyer and Seller hereby further acknowledge that the achievement of the Sales Milestone is uncertain and that Buyer and its Affiliates may not achieve the Sales Milestone prior to the Contingent Payment Termination Date or at all, and it is therefore not assured that Buyer will be required to pay the Sales Milestone Payment at all. Each of Buyer and Seller hereby further acknowledge that the amount of Worldwide Net Sales for the Sales Payment Product and Worldwide Gross Profit for the Gross Profit Payment Product and the Worldwide Ancillary Gross Profit for the Contingent Payment Products, if any, that Buyer and its Affiliates may generate during any one or more Contingent Payment Years is uncertain and that (i) Buyer and its Affiliates may not generate any Worldwide Net Sales, Worldwide Gross Profit or Worldwide Ancillary Gross Profit with respect to any Contingent Payment Product in any Contingent Payment Year, and (ii) it is therefore not assured that Buyer will be required to make any Sales/Profit Contingent Payments for any particular Contingent Payment Year, or at all.
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Contingent Payments Not Certain. Without limiting the provisions of Section 5.11, each of Buyer, the Company and the Stockholders’ Representative hereby acknowledges that the amount of sales, if any, that Buyer and its Subsidiaries may generate is uncertain and that Buyer and its Subsidiaries may not generate any sales in any calendar year following the Closing Date, and it is therefore not assured that Buyer will be required to pay any Contingent Payments, despite Buyer’s use of commercially reasonable efforts to sell the Company Product pursuant to Section 5.18.
Sample 1
Contingent Payments Not Certain. Each of Parent, the Company and the Equityholders’ Representative hereby acknowledge that the achievement of the FDA Milestone is uncertain and that Parent and its Affiliates may not achieve the FDA Milestone prior to the Contingent Payment Termination Date or at all, and it is therefore not assured that Parent will be required to pay the FDA Milestone Payment at all. Each of Parent, the Company and the Equityholders’ Representative hereby further acknowledge that the achievement of the Sales Milestone is uncertain and that Parent and its Affiliates may not achieve the Sales Milestone prior to the Contingent Payment Termination Date or at all, and it is therefore not assured that Parent will be required to pay the Sales Milestone Payment at all. Each of Parent, the Company and the Equityholders’ Representative hereby further acknowledge that the amount of Worldwide Net Sales for the Sales Payment Product and Worldwide Gross Profit for the Gross Profit Payment Product and the Worldwide Ancillary Gross Profit for the Contingent Payment Products, if any, that Parent and its Affiliates may generate during any one or more *** Certain confidential information contained in this document, marked with three asterisks, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Contingent Payment Years is uncertain and that (i) Parent and its Affiliates may not generate any Worldwide Net Sales, Worldwide Gross Profit or Worldwide Ancillary Gross Profit with respect to any Contingent Payment Product in any Contingent Payment Year, and (ii) it is therefore not assured that Parent will be required to make any Sales/Profit Contingent Payments for any particular Contingent Payment Year, or at all.
Sample 1
Contingent Payments Not Certain. The Company Shareholder hereby acknowledges that receipt of the Contingent Payments is uncertain and that the Buyer Group may not achieve any of the Milestones or generate any Net Sales and it is therefore not assured that Purchaser will be required to pay the Contingent Payments at all.
Sample 1
Contingent Payments Not Certain. Each of Parent, the Company, the Principal Stockholders, and the Stockholders’ Representative hereby acknowledges that (i) the achievement of either or both of the Milestones and the amount of Net Sales, if any, that Parent and its Affiliates may generate is uncertain, (ii) Parent and its Affiliates may elect not to pursue either or both of the Milestones, may not achieve either or both of the Milestones and may not generate any Net Sales, and (iii) it is therefore not assured that Parent will be required to make any Milestone Payments or Revenue Payments for any particular year, or at all. Each of Parent, the Company, the Principal Stockholders, and the Stockholders’ Representative further acknowledges that Parent will not be required to make any Milestone Payments if Parent elects not to pursue the Milestones and the AMA subsequently issues a Hospital CPT Code or an Office CPT Code as a result of the efforts of third parties that could be used to seek reimbursement for procedures using the Products. Parent shall notify the Stockholders’ Representative in writing if Parent elects not to pursue the Milestones.
Sample 1
Contingent Payments Not Certain. Without limiting the obligations of Parent pursuant to Section 6.13 (Operating Plan), each of Parent, the Company and the Stockholder Representative hereby acknowledges that the amount of Net Sales, if any, that the Surviving Corporation may generate during any Earn-Out Payment Quarter is uncertain and that the Surviving Corporation may not generate any Net Sales in such periods, and it is therefore not assured that Parent will be required to pay any Contingent Payments for any such period, or at all.
Sample 1
Contingent Payments Not Certain. Each of Parent, the Company and the Stockholder Representative Committee hereby acknowledge that the achievement of the FDA Milestone is uncertain and that Parent and its Affiliates may not achieve the FDA Milestone, and it is therefore not assured that Parent will be required to pay the FDA Milestone Payment at all. Each of Parent, the Company and the Stockholder Representative Committee hereby further acknowledge that the amount of Worldwide Net Sales, if any, that Parent and its Affiliates may generate during any Contingent Payment Year is uncertain and that (i) Parent and its Affiliates may not generate any Worldwide Net Sales in any Contingent Payment Year, and (ii) it is therefore not assured that Parent will be required to make any Sales Contingent Payments for any particular Contingent Payment Year, or at all, or that either the First Recovery Contingent Payment or the Second Recovery Contingent Payment shall be payable.
Sample 1
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Related to Contingent Payments Not Certain

  • 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 Payment Notwithstanding anything in this Agreement to the contrary, if any of the Properties are sold by Buyer within twelve (12) months after the Closing Date, Buyer shall pay to Seller an amount equal to five percent (5%) of the Consideration allocated to such Property. The Deeds shall contain a deed restriction granting Seller the right to receive such additional sum from Buyer.

  • Contingent Liabilities Assume, guarantee, become liable as a surety, endorse, contingently agree to purchase, or otherwise be or become liable, directly or indirectly (including, but not limited to, by means of a maintenance agreement, an asset or stock purchase agreement, or any other agreement designed to ensure any creditor against loss), for or on account of the obligation of any person or entity, except by the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of the Company’s business.

  • Conditional Nature of Severance Payments The Executive agrees and acknowledges that the Executive’s right to receive the severance payments set forth in Section 3.3 (to the extent the Executive is otherwise entitled to such payments) shall be conditioned upon compliance with the restrictions in this Section 5 and of Article III of the Technology and Intellectual Property Purchase Agreement to which Executive is a party.

  • Certain Additional Payments In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Borrower and the Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent, the L/C Issuer or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans and participations in Letters of Credit and Swing Line Loans in accordance with its Applicable Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.

  • Earnout Payments (a) The terms below shall have the following respective meanings for the purposes of this Section 2.3:

  • No Contingent Liabilities There are no known contingent liabilities of the Funds not disclosed and there are no legal, administrative or other proceedings pending, or to the knowledge of the Acquired Fund threatened, against the Acquired Fund or to the knowledge of the Acquiring Fund threatened against the Acquiring Fund which would materially affect its financial condition.

  • No Additional Fees/Payment Other than the consideration specifically referenced herein, the parties hereto agree that no fee, payment or additional consideration in any form has been or will be paid to the Holder in connection with this Agreement.

  • Income Payments Seller shall be entitled to receive an amount equal to all Income paid or distributed on or in respect of the Securities that is not otherwise received by Seller, to the full extent it would be so entitled if the Securities had not been sold to Buyer. Buyer shall, as the parties may agree with respect to any Transaction (or, in the absence of any such agreement, as Buyer shall reasonably determine in its discretion), on the date such Income is paid or distributed either (i) transfer to or credit to the account of Seller such Income with respect to any Purchased Securities subject to such Transaction or (ii) with respect to Income paid in cash, apply the Income payment or payments to reduce the amount, if any, to be transferred to Buyer by Seller upon termination of such Transaction. Buyer shall not be obligated to take any action pursuant to the preceding sentence (A) to the extent that such action would result in the creation of a Margin Deficit, unless prior thereto or simultaneously therewith Seller transfers to Buyer cash or Additional Purchased Securities sufficient to eliminate such Margin Deficit, or (B) if an Event of Default with respect to Seller has occurred and is then continuing at the time such Income is paid or distributed.

  • Maximum Payments Nothing contained herein shall be deemed to establish or require the payment of a rate of interest or other charges in excess of the maximum permitted by applicable law. In the event that the rate of interest required to be paid or other charges hereunder exceed the maximum permitted by such law, any payments in excess of such maximum shall be credited against amounts owed by the Borrower to the Holder and thus refunded to the Borrower.

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