Distribution of Earnout Sample Clauses

Distribution of Earnout. (i) In the event Parent delivers an Earnout Notice stating that Earnout Amounts have been earned pursuant to this ARTICLE IX, and Parent does not have any claims outstanding for Losses pursuant to an Officer's Certificate, Parent shall deposit the Earnout Amount set forth in the Earnout Notice with the Exchange Agent for distribution to the Shareholders as soon as practicable but in any event within five (5) days of the delivery of the Earnout Notice. (ii) In the event Parent delivers an Earnout Notice stating that Earnout Amounts have been earned pursuant to this ARTICLE IX, and Parent has a claim or claims outstanding for Losses pursuant to an Officer's Certificate, Parent shall deposit the Earnout Amount in excess of such claimed Losses with the Exchange Agent for distribution to the Shareholders as soon as practicable but in any event within five (5) days of the delivery of the Earnout Notice, and EXECUTION COPY the Earnout Amount to the extent of such claimed Losses shall be deposited with the escrow agent in accordance with SECTION 8.3(B), and any such amounts in dispute and deposited with the escrow agent shall be released from escrow upon resolution of such dispute in accordance with SECTION 8.3(B). (iii) With respect to disputes of amounts contained in the Earnout Notice, upon the final determination of such Earnout Amounts in dispute determined to be due and payable to the Shareholders in accordance with SECTION 9.5, Parent shall deposit with the Exchange Agent the Earnout Amounts, if any, as so finally determined to be payable to the Shareholders not theretofore delivered to the Exchange Agent, for distribution to the Shareholders as soon as practicable but in any event within five (5) days of such resolution.
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Distribution of Earnout. (i) If Parent delivers an Earnout Notice stating that an Earnout Payment has been earned pursuant to this Article III and Parent does not have any claims outstanding for Excess Losses, Parent shall distribute (or cause the Paying Agent to distribute) the applicable Earnout Payment set forth in the Earnout Notice to the Stockholders within ten (10) Business Days of the amount of such Earnout Payment becoming final pursuant to Section 3.3 (each, an “Earnout Payment Date”) in accordance with Section 1.9. (ii) If Parent delivers an Earnout Notice stating that an Earnout Payment has been earned pursuant to this Article III, and Parent has a claim or claims outstanding for Excess Losses, Parent shall distribute (or cause the Paying Agent to distribute) the Earnout Payment in excess of such claimed Excess Losses to the Stockholders in accordance with Section 1.9 as soon as practicable, and that portion of the Earnout Payment that is equal to such claimed Excess Losses may be retained by Xxxxxx (subject to Section 10.4(d)(ii)) and any such amounts in dispute shall either be (A) distributed to the Stockholders in accordance with Section 1.9, or (B) permanently retained by Xxxxxx, as the case may be, upon resolution of such dispute in accordance with Section 10.4.
Distribution of Earnout. Parent shall release and distribute the portion of the Earnout Amount, and only such amount that is actually earned and distributable pursuant to this ARTICLE IX, to the former Stockholders pursuant to this ARTICLE IX, if any, in accordance with SECTION 1.6(b) and SECTION 1.6(c), at such times as follows: (i) on or before July 15, 2005, with respect to the 2004 Revenue Milestone; and (ii) on or before July 15, 2005, with respect to the 2004 Deployment Milestone.

Related to Distribution of Earnout

  • Distribution of Benefit The Bank shall distribute the annual benefit to the Executive in twelve (12) equal monthly installments commencing on the first day of the month following Separation from Service. The annual benefit shall be distributed to the Executive for fifteen (15) years.

  • Distribution of Financial Contribution The financial contribution of the Funding Authority to the Project shall be distributed by the Coordinator according to: - the Consortium Plan - the approval of reports by the Funding Authority, and - the provisions of payment in Section 7.3. A Party shall be funded only for its tasks carried out in accordance with the Consortium Plan.

  • Distribution of Overtime Overtime shall be distributed as equally as feasible among qualified employees customarily performing the kind of work required, and currently assigned to the work unit in which the overtime is to be worked. When the assignment of overtime work causes an unusual burden upon the employee, the employee shall not be required to work overtime unless the absence would cause the Agency to be unable to meet its responsibilities.

  • Distributions, Etc Upon the dissolution, winding up, liquidation or reorganization of the Tenant, whether in bankruptcy, insolvency or receivership proceedings or upon an assignment for the benefit of creditors or any other marshalling of the assets and liabilities of the Tenant, if any sum shall be paid or any property shall be distributed upon or with respect to any of the Pledged Collateral, such sum shall be paid over to the Secured Parties, to be held as collateral security for the Secured Obligations. If any dividend shall be declared on any of the Pledged Collateral (excluding cash dividends), or any share of beneficial interest or fraction thereof shall be issued pursuant to any split of beneficial interests involving any of the Pledged Collateral, or any distribution of capital shall be made on any of the Pledged Collateral, or any property shall be distributed upon or with respect to the Pledged Collateral pursuant to recapitalization or reclassification of the capital of the Tenant, the shares or other property so distributed shall be delivered to the Secured Parties to be held as collateral security for the Secured Obligations.

  • Interim Distributions At such times as may be determined by it in its sole discretion, the Trustee shall distribute, or cause to be distributed, to the Beneficiaries, in proportion to the number of Trust Units held by each Beneficiary relating to the Trust, such cash or other property comprising a portion of the Trust Assets as the Trustee may in its sole discretion determine may be distributed without detriment to the conservation and protection of the Trust Assets in the Trust.

  • Distribution of Cash (a) Subject to Sections 5.02(c), (d) and (e), the Partnership shall distribute cash at such times and in such amounts as are determined by the General Partner in its sole and absolute discretion, to the Partners who are Partners on the Partnership Record Date with respect to such quarter (or other distribution period) in proportion with their respective Percentage Interests on the Partnership Record Date. (b) In accordance with Section 4.04(a)(ii), the LTIP Unitholders shall be entitled to receive distributions in an amount per LTIP Unit equal to the Common Partnership Unit Distribution. (c) If a new or existing Partner acquires additional Partnership Units in exchange for a Capital Contribution on any date other than a Partnership Record Date, the cash distribution attributable to such additional Partnership Units relating to the Partnership Record Date next following the issuance of such additional Partnership Units shall be reduced in the proportion to (i) the number of days that such additional Partnership Units are held by such Partner bears to (ii) the number of days between such Partnership Record Date and the immediately preceding Partnership Record Date. (d) Notwithstanding any other provision of this Agreement, the General Partner is authorized to take any action that it determines to be necessary or appropriate to cause the Partnership to comply with any withholding requirements established under the Code or any other federal, state or local law including, without limitation, pursuant to Sections 1441, 1442, 1445 and 1446 of the Code. To the extent that the Partnership is required to withhold and pay over to any taxing authority any amount resulting from the allocation or distribution of income to a Partner or assignee (including by reason of Section 1446 of the Code), either (i) if the actual amount to be distributed to the Partner (the “Distributable Amount”) equals or exceeds the Withheld Amount, the entire Distributable Amount shall be treated as a distribution of cash to such Partner, or (ii) if the Distributable Amount is less than the Withheld Amount, the excess of the Withheld Amount over the Distributable Amount shall be treated as a Partnership Loan from the Partnership to the Partner on the day the Partnership pays over such amount to a taxing authority. A Partnership Loan shall be repaid upon the demand of the Partnership or, alternatively, through withholding by the Partnership with respect to subsequent distributions to the applicable Partner or assignee. In the event that a Limited Partner fails to pay any amount owed to the Partnership with respect to the Partnership Loan within 15 days after demand for payment thereof is made by the Partnership on the Limited Partner, the General Partner, in its sole and absolute discretion, may elect to make the payment to the Partnership on behalf of such Defaulting Limited Partner. In such event, on the date of payment, the General Partner shall be deemed to have extended a General Partner Loan to the Defaulting Limited Partner in the amount of the payment made by the General Partner and shall succeed to all rights and remedies of the Partnership against the Defaulting Limited Partner as to that amount. Without limitation, the General Partner shall have the right to receive any distributions that otherwise would be made by the Partnership to the Defaulting Limited Partner until such time as the General Partner Loan has been paid in full, and any such distributions so received by the General Partner shall be treated as having been received by the Defaulting Limited Partner and immediately paid to the General Partner. Any amounts treated as a Partnership Loan or a General Partner Loan pursuant to this Section 5.02(d) shall bear interest at the lesser of (i) 300 basis points above the base rate on corporate loans at large United States money center commercial banks, as published from time to time in The Wall Street Journal, Eastern Edition, or (ii) the maximum lawful rate of interest on such obligation, such interest to accrue from the date the Partnership or the General Partner, as applicable, is deemed to extend the loan until such loan is repaid in full. (e) In no event may a Partner receive a distribution of cash with respect to a Partnership Unit if such Partner is entitled to receive a cash dividend as the holder of record of a REIT Common Share for which all or part of such Partnership Unit has been or will be redeemed.

  • Distribution Date 13 DTC...........................................................................................13

  • Final Distributions Upon the winding up of the LLC, the assets must be distributed as follows: (a) to the LLC creditors; (b) to Members in satisfaction of liabilities for distributions; and (c) to Members first for the return of their contributions and secondly respecting their LLC interest, in the proportions in which the Members share in profits and losses.

  • Allocation of Applied Realized Loss Amounts Any Applied Realized Loss Amounts shall be allocated by the Trustee to the most junior Class of Subordinated Certificates then Outstanding in reduction of the Class Certificate Balance thereof.

  • Distribution Assistance Fees (Asset-Based Sales Charge) Payments In its sole discretion and irrespective of whichever alternative method of making service fee payments to Recipients is selected by the Distributor, in addition the Distributor may make distribution assistance fee payments to a Recipient quarterly, or at such other interval as deemed appropriate by the Distributor, within forty-five (45) days after the end of each calendar quarter or other period, at a rate not to exceed 0.1875% (0.75% on an annual basis) of the average during the period of the aggregate net asset value of Shares computed as of the close of each business day constituting Qualified Holdings owned beneficially or of record by the Recipient or its Customers until such Shares are redeemed or converted to another class of shares of the Fund, provided, however, that a majority of the Independent Trustees may, but are not obligated to, set a time period (the "Recipient Maximum Holding Period") for making such payments. Distribution assistance fee payments shall be made only to Recipients that are registered with the SEC as a broker-dealer or are exempt from registration. The distribution assistance to be rendered by the Recipients in connection with the sale of Shares may include, but shall not be limited to, the following: distributing sales literature and prospectuses other than those furnished to current Shareholders, providing compensation to and paying expenses of personnel of the Recipient who support the distribution of Shares by the Recipient, and providing such other information and services in connection with the distribution of Shares as the Distributor or the Fund may reasonably request.

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