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.
Contingent Purchase Price Payments. (a) Each Contingent Purchase Price Payment shall be paid and payable by Buyer, its Affiliates or any of the Company Entities, subject to adjustment in accordance with Section 5 below, to Seller with respect to each Earn-Out Year and shall be paid on a date or dates selected by Buyer or the Company Entities, as applicable, that results in the payment of such Contingent Purchase Price Payment to Seller in full on or before the fifth Business Day after the later of (i) the date on which the Final Statements are deemed final, binding and conclusive for such Earn-Out Year and (ii) the conclusion of the negotiation period with respect to any set-off pursuant to Section 6 (such date, the “Applicable Contingent Purchase Price Payment Date”).
Contingent Purchase Price Payments. The Seller shall be entitled to receive the following payments (the “Contingent Purchase Price Payments”):
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.
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.
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. (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. 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 1.13. If during either of such two Earnout Years, the Division's Operating Income (as defined below) equals or exceeds $3,600,000, then on and subject to the terms and conditions of this SECTION 1.12, Purchaser shall pay to Seller, as additional consideration, an amount equal to
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
