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 2016 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 due or payable in connection with the 2016 Royalty Year. Such Additional Payment, if due, shall be paid to Seller within 30 days of Purchaser’s receipt of the Final 2016 Royalty Report.
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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. 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. (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 "
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. 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):
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 Three-Year Semiconductor Sales 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).
Sample 1
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Related to First Additional Payment

  • Additional Payment (a) If, notwithstanding the provisions of Section 8(a)(ii), but subject to subsection (b), it is ultimately determined by a court or pursuant to a final determination by the Internal Revenue Service that any portion of Total Payments is subject to the tax (the "Excise Tax") imposed by Section 4999 of the Code (or any successor provision), then 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 any Excise Tax and any interest charges or penalties in respect of the imposition of such Excise Tax (but not any federal, state or local income tax) on the Total Payments, and any federal, state and local income tax and Excise Tax upon the payment provided for by this Section 23 shall be equal to the Total Payments. For purposes of determining the amount of the Gross-Up Payment, the Executive shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation in the calendar year in which the Gross-Up Payment is to be made and state and local income taxes at the highest marginal rates of taxation in the state and locality of the Executive's domicile for income tax purposes on the date the Gross-Up Payment is made, net of the maximum reduction in federal income taxes that could be obtained from deduction of such state and local taxes.

  • Additional Payments Any sums expended by Agent or any Lender due to any Borrower’s failure to perform or comply with its obligations under this Agreement or any Other Document including any Borrower’s obligations under Sections 4.2, 4.4, 4.12, 4.13, 4.14 and 6.1 hereof, may be charged to Borrowers’ Account as a Revolving Advance and added to the Obligations.

  • 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;

  • Final Payment The Final Payment, when due hereunder, to be shared between the Lenders in accordance with their respective Pro Rata Shares;

  • Payment of Basic Rent Basic Rent shall be paid absolutely net to Lessor or its designee, so that this Lease shall yield to Lessor the full amount thereof, without setoff, deduction or reduction.

  • No Additional Consideration For the avoidance of doubt, the transfer of any Assets under this Section 2.8 shall be effected without any additional consideration by either party.

  • Payment of Additional Rent In addition to the Minimum Annual Rent specified in this Lease, Tenant shall pay to Landlord as "Additional Rent" for the Leased Premises, in each calendar year or partial calendar year, during the Lease Term, an amount equal to the Annual Rental Adjustment excluding Real Estate Taxes for such calendar year or partial calendar year. In the case of the calendar year of the Commencement Date, Landlord shall provide such notice prior to the Commencement Date. The Annual Rental Adjustment excluding Real Estate Taxes shall be estimated annually by Landlord, and written notice thereof shall be given to Tenant prior to the beginning of each calendar year. Tenant shall pay to Landlord each month, at the same time the Monthly Rental Installment is due, an amount equal to one-twelfth (1/12) of the estimated Annual Rental Adjustment excluding Real Estate Taxes. If the cost of utility, janitorial or other services increase during a calendar year, Landlord may increase the estimated Annual Rental Adjustment excluding Real Estate Taxes during such year by giving Tenant written notice to that effect, and thereafter Tenant shall pay to Landlord, in each of the remaining months of such year, an amount equal to the amount of such increase in the estimated Annual Rental Adjustment excluding Real Estate Taxes for the remainder of the year divided by the number of months remaining in such year. Within a reasonable time after the end of each calendar year, Landlord shall prepare and deliver to Tenant a statement showing the actual Annual Rental Adjustment excluding Real Estate Taxes. Within thirty (30) days after receipt of the aforementioned statement, Tenant shall pay to Landlord, or Landlord shall credit against the next rent payment or payments due from Tenant, as the case may be, the difference between the actual Annual Rental Adjustment excluding Real Estate Taxes for the preceding calendar year and the estimated amount paid by Tenant to Landlord during such year. In addition, Tenant shall pay, before delinquency, any and all Real Estate Taxes as defined in Section 3.02.D, above, directly to the appropriate taxing authority. If Tenant fails for any reason to pay the Real Estate Taxes when same is due and payable, Landlord shall have the right, but not the obligation, to pay the Real Estate Taxes directly to the taxing authority and Tenant shall immediately reimburse Landlord for the cost thereof. Such amount shall accrue interest from the date Landlord pays such amount, pursuant to Section 3.04, below, shall include any penalties, late fees and any interest assessed due to such delinquency. Tenant or its accountants shall have the right to inspect, at reasonable time and in a reasonable manner, during the one hundred twenty (120) day period following the delivery of Landlord's statement of the actual amount of the Annual Rental Adjustment excluding Real Estate Taxes, such of Landlord's books of account and records as pertain to and contain information concerning such costs and expenses for the Building for the prior calendar year in order to verify the amounts thereof. In the event the first audit discloses (i) errors made during the prior calendar year which, when totaled, indicate that the sum overcharged to and paid by Tenant, exceeds five percent (5%) of the Annual Rental Adjustment excluding Real Estate Taxes plus Landlord's Share of Operating Expenses (the "Total Expenses"), the audit shall be at the expense of Landlord, not to exceed Two Thousand Five Hundred Dollars ($2,500.00), or (ii) no errors or an error which equals or is less than five percent (5%) of the Total Expenses, the audit shall be at the expense of Tenant. For each subsequent audit, where the audit discloses errors exceeding five percent (5%) of the Total Expenses, Landlord shall pay for such audit and, if the audit discloses errors equal to or less than five percent (5%) of the Total Expenses, Tenant shall pay the costs of the audit. If Landlord spends more than eight (8) hours to accommodate Tenant's right to audit hereunder, Tenant shall also pay to Landlord as additional rent Seventy-five Dollars ($75.00) per hour for each additional hour that Tenant's audit takes of Landlord's property manager's or asset manager's time, provided such audit discloses no error or an error greater than five percent (5%) of the Total Expenses. The results of the audit (regardless of the degree of the error, if any) shall be binding upon Landlord and Tenant, and Landlord shall thereafter, if appropriate, change its method of calculating the Operating Expenses consistent with the results of the audit. Tenant agrees to hold the information obtained from such audit confidential and shall not disclose the same without Landlord's express written permission except as necessary to enforce the Lease or protect Tenant's rights hereunder. If Tenant shall not elect to cause an audit within the time period permitted hereby, then Landlord's statement shall be conclusively deemed to have been approved and accepted by Tenant. Pending resolution of any dispute with respect to statements of Tenant's Annual Rental Adjustment, Tenant shall pay its Annual Rental Adjustment as shown on such statement, and upon final determination of the amount of Tenant's Annual Rental Adjustment, Landlord shall promptly refund any overpayment to Tenant or Tenant shall promptly pay any amount due to Landlord, as applicable.

  • 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 Purchaser shall deliver to SAFEDOX the sum of $5,000 in payment of the 16,667 shares of Common Stock purchased by Purchaser hereunder, a per share price of $.30, which payment shall be delivered as provided in paragraphs VI and VII hereinbelow.

  • Purchase Price Adjustment (a) Not later than five Business Days prior to the Closing Date, the Contributor Parties shall prepare in good faith and deliver to Acquiror a preliminary settlement statement (the “Estimated Adjustment Statement”) setting forth (i) an estimated combined balance sheet of the Compression Group Entities as of the Closing Date, which balance sheet will be prepared in accordance with GAAP, applied consistently with the Contributor Parties’ past practices (including its preparation of the Unaudited Financial Statements) (the “Estimated Closing Date Balance Sheet”) based on the most recent financial information of the Compression Group Entities reasonably available to the Contributor Parties and the Contributor Parties’ reasonable estimates with respect to the assets, liabilities and members’ equity of the Compression Group Entities as of the Closing Date, (ii) a calculation of the difference, if any, between the Net Working Capital shown on the Estimated Closing Date Balance Sheet (the “Estimated Net Working Capital”) and the Net Working Capital Threshold, (iii) a calculation of the Debt shown on the Estimated Closing Date Balance Sheet (the “Estimated Closing Date Debt”), (iv) a calculation of the Cash shown on the Estimated Closing Date Balance Sheet (the “Estimated Closing Date Cash Amount”) and (v) a calculation of the estimated Purchase Price Adjustment Amount. Acquiror shall have the right, following Acquiror’s receipt of the Estimated Adjustment Statement, to object thereto by delivering written notice to ETP, on behalf of the Contributor Parties, no later than two Business Days before the Closing Date. To the extent Acquiror timely objects to the Estimated Adjustment Statement (or any component thereof), Acquiror and ETP, on behalf of the Contributor Parties, shall enter into good faith negotiations and attempt to resolve any such objection; provided, however, that if Acquiror and ETP, on behalf of the Contributor Parties, are unable to resolve such objection prior to the Closing Date, then the Contributor Parties’ calculations as reflected in the Estimated Adjustment Statement shall control solely for purposes of the payments to be made at Closing. To the extent Acquiror and ETP, on behalf of the Contributor Parties, resolve any such objection prior to the Closing, then the Parties shall jointly agree on a revised Estimated Adjustment Statement that shall control solely for purposes of the payments to be made at the Closing. The estimated Purchase Price Adjustment Amount that controls for purposes of the payments to be made at the Closing is referred to herein as the “Estimated Purchase Price Adjustment Amount.”

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