Contingent Purchase Price Payments. (a) Following the Closing and as additional consideration for the Purchased Assets and the license of the Licensed Patents, and subject to the terms and conditions set forth in this Agreement, including without limitation, in this Section 2.7 and Sections 7.2 and 7.9(f) hereof, Seller shall be entitled to receive from Buyer any Contingent Purchase Price Payments (as defined in Section 2.7(c) hereof), during the twelve-month periods ending December 31 for each year beginning in the year 2008 and ending in the year 2016 (each such year a “Contingent Payment Period”). The amount paid with respect to any Contingent Payment Period shall be determined in accordance with this Section 2.7 and shall be paid, subject to this Section 2.7 and Sections 7.2 and 7.9(f) hereof, to Seller within forty-five (45) days after any such Contingent Purchase Price Payment has been finally determined pursuant to this Section 2.7; provided that, subject to Section 7.2, twenty-five percent (25%) of any annual Minimum Contingent Purchase Price Payment (defined below in Section 2.7(b)) that is due for a Contingent Payment Period shall be paid to Seller and fully credited against any Contingent Purchase Price Payment for such Contingent Payment Period within fifteen (15) days after the end of each calendar quarter during the applicable Contingent Payment Period.
(b) The amount of the Contingent Purchase Price Payments shall be determined as set forth in this Section 2.7(b), and the payment of any Contingent Purchase Price Payments shall otherwise be subject to Sections 7.2 and 7.9(f) hereof. Subject to Buyer’s rights under Sections 7.2 and 7.9(f) hereof, the Contingent Purchase Price Payments due for the Contingent Payment Periods of 2008, 2009, 2010 and 2011 shall not be less than the following minimums (“Minimum Contingent Purchase Price Payments”): 2008 -2009 $ 1,000,000 2010-2011 $ 750,000
(c) Subject to Buyer’s rights under Sections 7.2 and 7.9(f) hereof, the Contingent Purchase Price Payment due for any Contingent Payment Period shall equal: (i) the amount by which the Purchased Table Game Net Revenue during such Contingent Payment Period exceeds four million eight hundred and twenty-five thousand four hundred and thirty-one dollars ($4,825,431) (the “Baseline Revenue”), multiplied by the Royalty Rate for such Contingent Payment Period; plus (ii) 10% of any Purchased Table Game Sales Revenue during such Contingent Payment Period; plus (iii) 10% of the gross margin of any Purchased...
Contingent Purchase Price Payments. (a) Buyer shall make, or cause to be made, a respective annual contingent purchase price payment determined annually for each of calendar years 1998, 1999, 2000, 2001, 2002 and 2003 (a "Contingent Purchase Price Payment") to OIEPC or its designee within seventy-five days after the end of each such calendar year, commencing with the calendar year 1998 and terminating with the calendar year 2003, in an amount equal to the positive amount, if any, of the lesser of (i) (A) the Yearly Fee Calculation for such calendar year less the Base Fee (B) multiplied by the Fee Multiplier and (ii) $15,000,000.
(b) In a given calendar year, if the Yearly Fee Calculation results in a number which is equal to (or less than) the Base Fee, then there shall be no Contingent Purchase Price Payment for that calendar year. The Contingent Purchase Price Payment for each calendar year shall be an independent calculation and there shall be no make up, carry forward or cumulation between years.
(c) Concurrently with the making of each annual Contingent Purchase Price Payment, or if no such payment is made, within seventy-five days of the end of such calendar year, Buyer shall deliver to Seller a certificate setting forth the calculation of the Contingent Purchase Price Payment. Buyer shall give Seller and its representatives reasonable access to the books, records and personnel of the Business to the extent reasonably necessary for the review and audit of such calculation. Seller shall have a period of 90 calendar days after the delivery to it of the certificate to review it and to make any objections in writing to Buyer. Seller shall quantify its objections to the extent reasonably practicable in all written objections delivered to Buyer with respect to the calculation of any Contingent Purchase Price Payment. If written objections of Seller to the calculation of the Contingent Purchase Price Payment for such year are delivered to Buyer within the 90-day period, then Buyer and Seller shall attempt to resolve the matter or matters in dispute. If such disputes cannot be resolved by Buyer and Seller within 20 calendar days after the delivery of the objections to the calculation of the Contingent Purchase Price Payment for such year, then the specific matters in dispute shall be submitted to the CPA Firm, which firm shall render its opinion as to such matters in accordance with the terms hereof. Based on that opinion, the CPA Firm shall then send to Buyer and to Seller a written determina...
Contingent Purchase Price Payments. 21 Section 3.1: Installment Payments 21 Section 3.2: NPC Earnout Payments 21 Section 3.3: Broadband NPC Payments 22 Section 3.4: Maximum Contingent Purchase Price Payments 23 Section 3.5: Officers’ Certificates 23 Section 3.6: Payments 23
Contingent Purchase Price Payments. Promptly upon notice thereof, Borrower will provide notice to Bank of any Contingent Purchase Price Payments that are due (including any accelerated Contingent Purchase Price Payments).
Contingent Purchase Price Payments. The Borrower will not make Contingent Purchase Price Payments unless and so long as (A) no Default or Event of Default has occurred and is continuing or would immediately result therefrom and (B) both before and after giving effect to such Contingent Purchase Price Payments, the Borrower is in compliance with the Financial Covenants set forth in Section 6.3(a). In the event that Borrower is prohibited from making the Contingent Purchase Price Payments, Borrower shall cause Parent to make such payments in accordance with its guaranty delivered to Seller under the Stock Purchase Agreement.
Contingent Purchase Price Payments. For the two years immediately following the Closing (each, an "EARNOUT YEAR"), Purchaser shall maintain directly or pursuant to the Management Services Agreement an accounting system capable of recording and generating reports of the revenues and expenses of the seven business locations identified in Exhibit A and acquired pursuant to this Agreement and such additional locations, if any, as may be mutually agreed upon hereafter by the parties (such locations, collectively, being referred to herein as the "DIVISION"); provided, however, that for purposes of this SECTION 1.12, the Division shall not include any location added to the Division pursuant to SECTION 1.
Contingent Purchase Price Payments. (a) On or before the 90th day after the First Anniversary Date, Federated Hermes shall pay Seller an amount equal to the First Anniversary Date Contingent Payment that has been earned, if any.
(b) On or before the 90th day after the Second Anniversary Date, Federated Hermes shall pay Seller an amount equal to the Second Anniversary Date Contingent Payment that has been earned, if any.
(c) On or before the 90th day after the Third Anniversary Date, Federated Hermes shall pay Seller an amount equal to the Third Anniversary Date Contingent Payment that has been earned, if any.
(d) On or before the 90th day after the Fourth Anniversary Date, Federated Hermes shall pay Seller an amount equal to the Fourth Anniversary Date Contingent Payment that has been earned, if any.
(e) On or before the 90th day after the Fifth Anniversary Date, Federated Hermes shall pay Seller an amount equal to the Fifth Anniversary Date Contingent Payment that has been earned, if any.
Contingent Purchase Price Payments. (a) Each Contingent Purchase Price Payment, which shall be allocated among Sellers in the same manner as the allocation set forth on Schedule A attached hereto, shall be payable and paid by Madden on a date or dates selected by Madden that results in the payment of such Contingent Purchase Price Payment to Sellers in full on or before the fifth Business Day after the later of the date on which the Final Contingent Purchase Price Statement for an Earn-Out Year that would give rise to a Contingent Purchase Price Payment is deemed final, binding and conclusive for such Earn-Out Year (such date, the “Applicable Contingent Purchase Price Payment Date”). Each Contingent Purchase Price Payment shall be paid in shares of the Madden Common Stock or in cash, or in any combination of the foregoing, as determined in the sole
Contingent Purchase Price Payments. The Seller shall be entitled to receive the following payments (the “Contingent Purchase Price Payments”):
Contingent Purchase Price Payments
