Deferred Cash Payment Sample Clauses

Deferred Cash Payment. In addition to the Total Closing Cash, Capricorn Sub shall deliver to the Seller (subject to Sections 1.6 and 2.4) a payment on the date (the “Deferred Cash Payment Date”) that is the earlier of: (i) ninety (90) days following the Closing Date; and (ii) the date Capricorn or an Affiliate of Capricorn enters into a valid and binding agreement with the Seller Parties establishing the terms of the purchase (or a right to purchase) the SPR Business and the PCR Business (“Capricorn Purchase Right”), in an amount equal to US$40,000,000 (the “Deferred Cash Payment”), which shall be set-off dollar-for-dollar against the US$30,000,000 and any interest accrued thereon paid by Capricorn to Seller as a good-faith deposit pursuant to the Letter of Intent between Capricorn and Seller dated November 1, 2006 (the “Letter of Intent”).
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Deferred Cash Payment. Section 3.3(a) of each Star Buds APA is hereby amended and replaced in its entirety with the following:
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Deferred Cash Payment. The Purchaser shall issue promissory notes of the Purchaser in the form attached to Schedule B to the Vendors in the aggregate amount of $200,000 (“Deferred Cash Payment”).
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Deferred Cash Payment. Not later than nine days after the fulfillment or waiver of the condition described in Section 13(a) of the First Amendment, iTurf shall pay to the Selling Shareholders the Deferred Cash Payment on a pro-rata basis in accordance with SCHEDULE 2.3, which payment shall be delivered by wire transfer of immediately available funds to the escrow agent contemplated by the Second Escrow Agreement, which agent shall hold the Deferred Cash Payment on behalf of the Selling Stockholders. It is understood and agreed that all right, title and interest in the Deferred Cash Payment shall vest in the Selling Stockholders, pro-rata in accordance with SCHEDULE 2.3, upon delivery to the escrow agent, subject to (i) delayed delivery by the escrow agent as provided in the Second Escrow Agreement and (ii) iTurf's interest in the interest accruing on the Deferred Cash Payment as provided in the Second Escrow Agreement.
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Deferred Cash Payment. (a) Subject to the vesting conditions described in Section 8(b) below, the Company shall make a lump sum cash payment to Executive (the “Deferred Cash Payment”) equal to the amount that results in the Executive receiving a payment, net after payment by the Company and Executive of any Taxes on such amount (which calculation, for the avoidance of doubt, shall not reflect payment of any excise taxes under Section 4999 of the Code on such amount), equal to $3,169,343 (Three Million One Hundred Sixty-Nine Thousand Three Hundred Forty-Three Dollars). The actual amount payable to the Executive as the Deferred Cash Payment shall be calculated by the Accounting Firm as of the Vesting Date, using assumptions regarding Taxes as of such Vesting Date. The Accounting Firm shall provide detailed supporting calculations both to the Company and the Executive within 30 business days of the receipt of notice from the Executive or the Company that the Deferred Cash Payment has vested or will vest within 30 business days. Any other determinations required to be made under this Section 8 shall be made by the Accounting Firm, and any determination by the Accounting Firm shall be binding upon the Company and the Executive. All fees and expenses of the Accounting Firm shall be borne solely by the Company. For the avoidance of doubt, the amount of the Deferred Cash Payment shall not be adjusted after the same has been determined by the Accounting Firm, including as a result of (i) changes in applicable tax laws or tax rates following the Vesting Date, or (ii) additional taxes, interest, or penalties imposed on the Deferred Cash Payment or on the Closing Payment after the amount of the Deferred Cash Payment has been determined, whether such additional taxes, interest, or penalties result from audit by applicable tax authorities or otherwise.
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Deferred Cash Payment. On March 31, 2023 (the “Deferred Cash Payment Date”), Buyer shall pay to Seller an additional Two Million Five Hundred Thousand Dollars ($2,500,000) in immediately available funds (the “Deferred Cash Payment”).
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Deferred Cash Payment. Subject to this paragraph 3(d), RISCORP shall pay the Employee a cash payment of $750,000 (the "Deferred Payment"). One half of the Deferred Payment ($375,000) shall be paid to Employee on December 31, 1997 so long as the Employee is employed by RISCORP on such date and the remainder of the Deferred Payment shall be paid to the Employee on May 31, 1999 so long as the Employee is employed by RISCORP on such date. Notwithstanding the foregoing, in the event (i) there is a Change of Control (as defined in Section 7 hereof), (ii) the Employee's employment is terminated without Cause (as defined in Section 7 hereof), (iii) the Employee voluntarily terminates his employment for Good Reason (as defined in Section 7 hereof), or (iv) the Employee should die or become disabled, then any amount of the Deferred Payment which has not been paid to the Employee shall become immediately due and payable within five (5) days of any of the foregoing events. The Employee agrees to cooperate with RISCORP in connection with RISCORP's purchase of Key Man Life Insurance on the Employee.
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Deferred Cash Payment. The Company shall pay the Executive a single cash lump sum payment on January 15, 2007 of $5,565,187, which is equal to the difference between the Fair Market Value of the shares of Common Stock subject to vested Options as identified in Appendix E on the Grant Date less the exercise price of such Options (the “Intrinsic Value”), with interest on such difference from the date hereof until January 15, 2007, at the rate of 7.50% (the prime rate as of the date hereof), compounded monthly.
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Related to Deferred Cash Payment

  • Cash Payment The Employee shall make cash payments by wire transfer, certified or bank check or personal check, in each case payable to the order of the Company; the Company shall not be required to deliver certificates for Option Shares until the Company has confirmed the receipt of good and available funds in payment of the purchase price thereof.

  • Cash Payments Merchant may not receive any payments from a Cardholder for charges included in any Transaction resulting from the use of any Card nor receive any payment from a Cardholder to prepare and present a Transaction for the purpose of affecting a deposit to the Cardholder's Card account.

  • Deferred Payment “Deferred Payment” means any severance pay or benefits to be paid or provided to Executive (or Executive’s estate or beneficiaries) pursuant to this Agreement and any other severance payments or separation benefits, that in each case, when considered together, are considered deferred compensation under Section 409A.

  • Earnout Payment In addition to the Closing Payment Shares, if Madhouse meets certain performance requirements during a three-year performance period ending December 31, 2022 as set forth on Schedule II (the “Earnout Provisions”), then the Purchaser shall make the one-time payment (the “Earnout Payment”) determined in accordance with the Earnout Provisions, payable to the Seller and the long-term incentive plan (described below). As set forth in more detail in, and subject to, the Earnout Provisions, the Earnout Payment will be made in the form of (a) the Purchaser issuing to the Seller additional Purchaser Common Shares (the “Earnout Payment Shares”) in the amount calculated pursuant to the Earnout Provisions, (b) a cash payment, (c) a subordinated promissory note issued by the Purchaser to the Seller, or (d) a combination of the foregoing payment methods. The Earnout Payment shall be made by the Purchaser within five (5) Business Days after a final determination of payment due to the Seller pursuant to this Section 3.1. The Purchaser hereby covenants and agrees to perform its obligations set forth in the Earnout Provisions and to maintain the highest number of Purchaser Common Shares potentially issuable under the terms of the Earnout Provisions (which number shall not be less than 22,200,000) available for issuance with respect to Earnout Payment Shares without any restriction or limitation thereof, at all times after the Closing until all of the payment obligations set forth in the Earnout Provisions have been satisfied or have expired. The amount of the Earnout Payment (i) is subject to reduction as set forth in the Earnout Provisions and Article VIII and, (ii) as set forth in the Earnout Provisions, has been partially and irrevocably assigned by Seller to fund a long-term incentive plan to be established for the benefit of designated individuals employed by or associated with the Group Company business, in a manner that shall be determined in Seller’s discretion, provided that Seller shall not receive any portion of such assigned Earnout Payment.

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

  • Earn-Out Payment On or before each of September 15, 2003 and September 15, 2004, Buyer shall calculate the Revenue (as defined below) for the prior twelve (12) month period ending July 31 (each an "Earn Out Period") attributable to the Business, and deliver a notice of the calculation (together with the details of such calculation, including a line item for each element thereof) to Seller. As used in this Agreement, the "Business" means the products sold (together with services provided in connection therewith) by Company at the time of Closing (without regard to product name changes or the like) and listed on Schedule 1.2(b) (solely for purposes of this Section 1.2, the "Products"), and each subsequent version of any such software product introduced during the Earn Out Periods. The Revenue shall be calculated in accordance with generally accepted accounting principles, applied on a consistent basis and consistent with past Company practices (including practices relating to foreign currency conversion), subject to the adjustments set forth in paragraph (c) below. In the event the Revenue for the one-year period ending on July 31, 2003 is greater than $7,295,851 (the "First Threshold"), One Million Dollars ($1,000,000) (the "First Earn Out Payment") of the Purchase Price will be paid in cash to the Seller on September 15, 2003. In the event the Revenue for the one-year period ending July 31, 2004 is greater than $7,295,851 (the "Second Threshold"), an additional one million dollars ($1,000,000) (the "Second Earn Out Payment") of the Purchase Price will be paid in cash to the Seller on September 15, 2004. Neither the First Earn Out Payment nor the Second Earn Out Payment may be increased, decreased, or prorated. If either the First Earn Out Payment or the Second Earn Out Period is not earned with respect to the year to which it relates, it expires and cannot be paid in a later year regardless of Revenue in that later year. Except for the obligations of Buyer and Company set forth in Section 1.2(e), nothing herein shall in any way limit or restrict Buyer's or Company's business practices or decisions following the Closing, provided that those practices and decisions are not solely for avoiding payment of the Earn Out.

  • Contribution Payment To the extent the indemnification provided for under any provision of this Agreement is determined (in the manner hereinabove provided) not to be permitted under applicable law, the Company, in lieu of indemnifying Indemnitee, shall, to the extent permitted by law, contribute to the amount of any and all Indemnifiable Liabilities incurred or paid by Indemnitee for which such indemnification is not permitted. The amount the Company contributes shall be in such proportion as is appropriate to reflect the relative fault of Indemnitee, on the one hand, and of the Company and any and all other parties (including officers and directors of the Company other than Indemnitee) who may be at fault (collectively, including the Company, the "Third Parties"), on the other hand.

  • Earn-Out Payments (i) Promptly, but in any event within five (5) Business Days, after the Escrow Agent’s receipt of joint written instructions (“Earn-Out Payment Instructions”) from the DT Representative (on behalf of Purchaser) and the Seller Representative that for any Earn-Out Year there has been a final determination in accordance with Section 2.2 of the Share Exchange Agreement (but subject to Sections 2.4 and 2.5 of the Share Exchange Agreement) with respect to the Earn-Out Payment for such Earn-Out Year or the Alternative Earn-Out Payment (the date that the Escrow Agent receives Earn-Out Payment Instructions with respect to any Earn-Out Year, an “Earn-Out Release Date”), the Escrow Agent shall distribute Escrow Property from the Escrow Account in accordance with such Earn-Out Payment Instructions (A) to the Sellers in an amount equal to the Earn-Out Payment (excluding for the avoidance of doubt, the amount of any Accrued Dividends payable by the Purchaser separate from the Escrow Account) less the sum of (I) the Reserved Amount (as defined below) as of the date of such payment, and (II) the amount of any Indemnification Claims that have been paid from the Escrow Account prior to such time but have not previously been used to reduce the amount of any prior Earn-Out Payment (but net of any prior Earn-Out Payments that have not yet been paid and are still being retained in the Escrow Account as of such time for Indemnification Claims that are still Pending Claims as of such time), up to a maximum amount equal to such Earn-Out Payment, and (B), after the last Earn-Out Year only, to Purchaser any portion of any Earn-Out Payments that were not earned by the Sellers in accordance with the Share Exchange Agreement. For the determination of the Escrow Shares to be withheld for the Reserved Amount, the Escrow Shares shall be valued at the Purchaser Share Price as of the applicable Earn-Out Release Date.

  • Deferred Payments “Deferred Payments” means any severance pay or benefits to be paid or provided to Executive (or Executive’s estate or beneficiaries) pursuant to this Agreement and any other severance payments or separation benefits to be paid or provided to Executive (or Executive’s estate or beneficiaries), that in each case, when considered together, are considered deferred compensation under Section 409A.

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