First Additional Payment Sample Clauses

First Additional Payment. An additional payment of $250,000 (together with the additional payment described in Section 2.1(b)(iii) below, individually and collectively referred to herein as an “Additional Payment”) for the Purchased Receivables shall be payable to Seller after receipt by the Purchaser of the Final 2015 Royalty Report in the event the First Additional Payment Condition is met. If the First Additional Payment Condition is not met, no Additional Payment shall be clue or payable in connection with the 2015 Royalty Year. Such Additional Payment, if due, shall be paid to Seller within 30 days of Purchaser’s receipt of the Final 2015 Royalty Report.
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First Additional Payment. Within five business days after the Annual Determination for calendar year 2010 and any adjustments thereto shall have become binding on the parties as provided in Section 2.1.4 below, the Purchaser shall pay to WWG the First Additional Payment ("FAP"), calculated as follows: FAP = 90% x (2010 Adjusted Profits x 40%) ; provided, however, in the event that 2010 Adjusted Profits is less than the result of (x) $1,833,333 divided by (y) 60%, then FAP shall equal (A) the excess, if any, of (i) 2010 Adjusted Profits over (ii) $1,833,333, multiplied by (B) 90%.
Sample 1
First Additional Payment. Subject to clause (m) below, within five business days after the determination of Adjusted GAAP PBT for calendar year 2010 and any adjustments thereto shall have become binding on the parties in accordance with the Operating Agreement, the Purchaser shall pay to IMS Holdco the First Additional Payment ("FAP"), calculated as follows: FAP = Applicable Percentage x 22.5% x 2010 Adjusted GAAP PBT ; provided, however, in the event that 2010 Adjusted GAAP PBT were less than $5,333,333, then FAP shall equal (A) the excess, if any, of (i) 2010 Adjusted GAAP PBT over (ii) $4,000,000, multiplied by (B) 90%, multiplied by (C) the Applicable Percentage.
Sample 1
First Additional Payment. 4.1 After Three Years the Purchaser shall pay to the Vendors the sum calculated in accordance with the following formula: USD 59.000.000 x USD 2.000.000 in which the value of the Semiconductor Sales shall be the net sales value of the sold Semiconductor Products during the Three Years (Enclosure 3). 4.2 Notwithstanding the foregoing the first additional payment shall in no event exceed USD 2.000.000. 4.3 The payment shall be made in cash within Sixty Days from the end of the Third Year.
Sample 1
First Additional Payment. (A) Not later than November 30, 2000, E-P and EPI, jointly and severally, will pay ISONICS $500,000, unless there is a Supplier Non-Performance during the period from the date hereof to November 30, 2000. AO Techsnabexport/ Electrochemical Plant is the "Supplier." The term "Supplier Non-Performance" is defined to mean the Supplier's failure to supply to E-P or EPI, as the case may be, the quantities of zinc oxide powder required by the Supply Contract upon the terms and conditions, including price, set forth in the Supply Contract, unless the reason for the Supplier's failure is a breach of the Supply Contract by E-P or EPI, as the case may be. The term "Supply Contract" means that certain contract #08843672/70034-02D dated February 10, 1997, as amended, between ISONICS and the Supplier for the supply of zinc oxide powder in accordance with the terms of such contract (which contract will be assigned to E-P or EPI, as the case may be, at the Closing).
Sample 1
First Additional Payment. As additional consideration for the sale and transfer of the Partnership Interests pursuant hereto, in the event that the revenues earned by the Partnership (the "FIRST AUDIT CYCLE REVENUES") determined in accordance with GAAP (except as hereinafter provided) and as reflected in the financial statements delivered in connection with the audit of the Partnership for its fiscal year ending December 31, 1998 (the "FIRST AUDIT CYCLE AUDIT") equal or exceed the result of multiplying (i) Six Million Four Hundred Seventy Thousand Dollars ($6,470,000.00) by (ii) a fraction, the numerator of which is the number of whole calendar days in the Stub Period and the denominator of which is three hundred sixty-five (365) (such result being the "FIRST
Sample 1
First Additional Payment. Solely in the event that definitive agreements for either (x) one or more Epix Sales are entered into on or prior to the date (the “Six Month Date”) that is six (6) months following the Closing Date with respect to an aggregate of more than forty percent (40%) of the outstanding ownership interests of the Company or assets of the Company and its subsidiaries, taken as a whole (the “40% Threshold”), or (ii) one or more Epix Sales are entered into on or prior to the date (the “Eighteen Month Date”) that is eighteen (18) months following the Closing Date with respect to an aggregate of more than fifty percent (50%) of the outstanding ownership interests of the Company or assets of the Company and its subsidiaries, taken as a whole (the “50% Threshold”, and together with the 40% Threshold, each an “Applicable Threshold”), then within ten (10) Business Days following the date (the “First Additional Payment Trigger Date”) of the consummation of the transactions contemplated by the definitive agreements for the Epix Sale that first satisfied an Applicable Threshold (when aggregated together with any prior Epix Sales) (each, a “First Additional Payment Sale”), Purchaser shall calculate the First Additional Payment (as defined below), if any, as set forth below, and if a First Additional Payment is due, shall deliver to the Sellers a notice with such calculation and shall pay such First Additional Payment in accordance with Section 4.7(g): (i) First, with respect to each First Additional Payment Sale, Purchaser shall calculate the product of: (A) The difference of (1) the Enterprise Value for one hundred percent (100%) of the Company implied by the consideration actually (or, in the case of Company Closing Debt, deemed to be) received by Purchaser or one of its Affiliates or the Company on or prior to the First Additional Payment Trigger Date in connection with such Epix Sale (including, for clarity, any Escrowed Amounts, Time-Based Deferred Payments, Equity Equivalent Exercise Amounts and Contingent Payments actually received on or prior to the First Additional Payment Trigger Date) minus (2) the Threshold Price as of the date of closing of such Epix Sale; multiplied by (B) The percentage of the outstanding ownership interests of the Company or assets of the Company and its subsidiaries, taken as a whole, sold in such Epix Sale (as well as those acquired by the applicable purchaser upon the exercise or conversion on or prior to the First Additional Payment Trigger...
Sample 1
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Related to First Additional Payment

  • Additional Payment In addition to any Spousal Support, in the event of Divorce: (check one)

  • Additional Payments If, for any taxable year, Executive shall be liable for the payment of an excise tax under Section 4999 and/or Section 409A or other substitute or similar tax assessment (the “Excise Tax”) of the Internal Revenue Code of 1986, as amended (the “Code”), including the corresponding provisions of any succeeding law, with respect to any payments or benefits under Section 9 of this Agreement or Sections 7 or 8 or any other provision of this Agreement, including but not limited to this Section 12 or under any benefit plan of the Company applicable to Executive individually or generally to executives or employees of the Company, then, notwithstanding any other provisions of this Agreement, the Company shall pay to the Executive an additional amount (the “Gross-Up Payment”) such that the net amount retained by the Executive, after deduction of the Excise Tax imposed on all such payments and benefits and of the federal, state and local income tax and Excise Tax imposed upon payments provided for in this Section 12, shall be equal to the payments and benefits due to the Executive hereunder and the payments and/or benefits due to the Executive under any benefit plan of the Company. Each Gross-Up Payment shall be made to Executive or as provided in Section 16 hereof, upon the later of (i) five (5) days after the date the Executive notifies the Company of its need to make such Gross-Up Payment, or (ii) the date of any payment causing the liability for such Excise Tax. The amount of any Gross-Up Payment under this section shall be computed by a nationally recognized certified public accounting firm designated jointly by the Company and the Executive. The cost of such services by the accounting firm shall be paid by the Company. If the Company and the Executive are unable to designate jointly the accounting firm, then the firm shall be the accounting firm used by the Company immediately prior to the Change in Control.

  • No Additional Payments There is no obligation on the part of the Company or any other party to make payments in addition to those made by the Mortgagor;

  • Additional Payment Terms All payments must be made in U.S. dollars and delivered to us at any one of our branch offices or to the address shown on the monthly statement. If we receive your payment before 5:00 p.m. (Mountain Standard Time) on a business day, at the address shown on the front of your monthly statement or at any of our branch offices, we will credit your payment as of the date of receipt. All other payments will be credited to your Account on the next business day following receipt. We may accept late or partial payments as well as payments marked “PAID IN FULL” or other restrictive endorsements, without losing any of our rights under this Agreement and without such payments constituting full accord and satisfaction of the debt. If you make payments using personal checks, and your financial institution refuses to pay the check and returns it to us, you agree to pay a Return Payment Fee. If your loan Account balance is less than the minimum payment amount you must pay the entire balance. You may repay all or part of what you owe at any time. However, so long as you owe any amount you must continue to make your periodic minimum payment. Your minimum monthly payment will be allocated to your account in accordance with all applicable laws and regulations. Personal Identification Number. We will issue you a Personal Identification Number (“PIN”) to be used with your Card. You agree not to write this PIN on your Card, and not to carry your PIN with you at the same time as you carry your Card. We will treat any charge made by you using your Card and PIN as having been authorized by you. If you keep your PIN with the Card, we can refuse to reissue your Card. Change of Terms. We can change the terms of this Agreement, including all fees, other charges and Annual Percentage Rate, at any time, subject to applicable laws and regulations. Events of Default. You are in default if you fail to pay the minimum payment listed on each billing statement on time, file for bankruptcy, exceed your credit limit without our permission, or default on this or any other Nusenda Federal Credit Union Card Agreement you have with us. If you are in default, we may close your Account and require a shorter amortization of your account balance, subject to applicable laws and regulations. No notice is required. We may also declare the whole balance due if you die, if you make false or misleading statements on your application, or if other creditors attach or garnish your property. If you have given us a security interest in a share Account, share draft Account, or certificate of deposit, we may use the deposit amount to pay any amount you owe us. Collection Costs. If we have to refer collection of your Account to a lawyer (who is not our salaried employee), to the extent permitted by law, you will have to pay our attorney’s fee plus court costs and any other fees.

  • Final Payment All items or Automated Clearing House (ACH) transfers credited to your account are provisional until we receive final payment. If final payment is not received, we may charge your account for the amount of such items or ACH transfers and impose a return item charge on your account. Any collection fees we incur may be charged to your account. We reserve the right to refuse or return any item or funds transfer.

  • No Additional Consideration For the avoidance of doubt, the transfer or assumption of any Assets or Liabilities under this Section 2.7 shall be effected without any additional consideration by either party.

  • RENTAL ADJUSTMENT The lesser of (i) 2%, or (ii) 1.25 times the change in the Price Index, as described in Section 4.02.

  • Purchase Price Payment The total Purchase Price for the Property is the amount of the successful bid for the parcel at public auction.

  • Purchase Price Adjustment (a) Within 90 days following the Closing, the Buyer shall prepare and deliver, or cause to be prepared and delivered, to the Seller a statement (the “Closing Schedule”) setting forth: (i) the Buyer’s determination of the actual amounts of (A) the Adjustment Amount, including the Final Adjustment Amount Overage or the Final Adjustment Amount Underage (the “Final Adjustment Amount”), and (B) the Seller Indebtedness Amount, in each case as of 12:01 a.m. Eastern Time on the Closing Date without taking into account any of the transactions to be completed on the Closing Date in accordance with the terms of this Agreement; (ii) a calculation of any adjustments to the Closing Payment based on such calculations (the adjusted Closing Payment as a result of such calculation being the “Final Closing Payment”); and (iii) a calculation of the accounts receivable contained in the Preliminary Adjustment Amount that were not collected by Buyer within the thirty (30) days immediately following the Closing and the accounts receivable existing at the Closing but not taken into account in calculating the Adjustment Amount (the “Excluded AR”). (b) Within fifteen (15) days after delivery of the Closing Schedule, the Seller may deliver a notice to Buyer either: (i) concurring with the Closing Schedule (a “Notice of Concurrence”); or (ii) disagreeing therewith (a “Notice of Disagreement”). If the Seller delivers a Notice of Disagreement, then it shall be accompanied by the Seller’s proposed revisions to the Closing Schedule. If the Seller fails to deliver any notice within such 15-day period, the Seller shall be deemed to have delivered a Notice of Concurrence. (c) If a Notice of Concurrence is delivered or deemed delivered, and if the Final Closing Payment is less than the Closing Payment, the Buyer shall be entitled to payment out of the Royalty Consideration in the full amount of such shortfall. If a Notice of Concurrence is delivered or deemed delivered, and the Final Closing Payment is greater than the Closing Payment, Buyer shall pay to the Seller the full amount of such excess (with such payment being in shares of Buyer Common Stock priced at $1.50 per share) within thirty (30) days of the delivery of the Notice of Concurrence. (d) If a Notice of Disagreement is delivered, then the Seller and the Buyer shall, during the 15-day period following such delivery (the “Negotiation Period”), use commercially reasonable efforts to agree on the Final Adjustment Amount. If, during such period, the Seller and the Buyer are unable to reach agreement, they promptly shall engage a nationally recognized certified public accounting firm reasonably acceptable to each such party (the “Independent Auditor”) to resolve the disagreement, and any such resolution shall be final, conclusive and binding upon the parties hereto, absent fraud or manifest error. To the extent the Final Closing Payment as determined by the Independent Auditor is less than the Closing Payment, the Buyer shall be entitled to payment out of the Royalty Consideration in the full amount of such shortfall. To the extent the Final Closing Payment as determined by the Independent Auditor is more than the Closing Payment, the Buyer shall pay to the Seller the full amount of such excess (with such payment being in shares of Buyer Common Stock priced at $1.50 per share) within thirty (30) days of such resolution. (e) Each of the Seller and the Buyer shall pay fifty percent (50%) of the fees and expenses of the Independent Auditor.

  • Additional Consideration Retrocessionaire agrees to pay under the Inuring Retrocessions all future premiums Retrocedant is obligated to pay pursuant to the terms of the Inuring Retrocessions to the extent that such premiums are allocable to Retrocessionaire in the manner set forth in Exhibit E hereto, and not otherwise paid by Retrocessionaire and to indemnify Retrocedant for all such premiums paid directly by Retrocedant, net of any ceding commissions and similar amounts paid by Third Party Retrocessionaires to Retrocedant.

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