Independence of Earn-out Payments. Except as otherwise stated herein, Buyer’s obligation to pay each of the Earn Out Payments to Seller in accordance with Section 3.3 is an independent obligation of Buyer and is not otherwise conditioned or contingent upon the satisfaction of any conditions precedent to any preceding or subsequent Earn Out Payment and the obligation to pay an Earn Out Payment to Seller shall not obligate Buyer to pay any preceding or subsequent Earn Out Payment. For the avoidance of doubt and by way of example, if the conditions precedent to the payment of the Earn Out Payment for the first Calculation Period are not satisfied, but the conditions precedent to the payment of the Earn Out Payment for the second Calculation Period are satisfied, then Buyer would be obligated to pay such Earn Out Payment for the second Calculation Period for which the corresponding conditions precedent have been satisfied, and not the Earn Out Payment for the first Calculation Period.
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Samples: Asset Purchase Agreement, Asset Purchase Agreement (Synalloy Corp)
Independence of Earn-out Payments. Except as otherwise stated herein, Buyer’s obligation to pay each of the Earn Earn-Out Payments to Seller in accordance with this Section 3.3 3.03 is an independent obligation of Buyer and is not otherwise conditioned or contingent upon the satisfaction of any conditions condition precedent to any preceding or subsequent Earn Earn-Out Payment and the obligation to pay an Earn Earn-Out Payment to Seller shall not obligate Buyer to pay any preceding or subsequent Earn Earn-Out Payment. For the avoidance of doubt and by way of example, if the conditions precedent to the payment of the Earn Earn-Out Payment for the first Calculation Period are not satisfied, but the conditions precedent to the payment of the Earn Earn-Out Payment for the second Calculation Period are satisfied, then Buyer would be obligated to pay such Earn Earn-Out Payment for the second Calculation Period for which the corresponding conditions precedent have been satisfied, and not the Earn Earn-Out Payment for the first Calculation Period.
Appears in 1 contract
Samples: Asset Purchase Agreement (Digerati Technologies, Inc.)
Independence of Earn-out Payments. Except as otherwise stated herein, Buyer’s obligation to pay each of the Earn Earn-Out Payments to Seller the Sellers in accordance with this Section 3.3 is an independent obligation of Buyer and is not otherwise conditioned or contingent upon the satisfaction of any conditions precedent to any preceding or subsequent Earn Earn-Out Payment and the obligation to pay an Earn Earn-Out Payment to Seller the Sellers shall not obligate Buyer to pay any preceding or subsequent Earn Earn-Out Payment. For the avoidance of doubt and by way of example, if the conditions precedent to the payment of the Earn Earn-Out Payment for the first Second Calculation Period are not satisfied, but the conditions precedent to the payment of the Earn Earn-Out Payment for the second Third Calculation Period are satisfied, then Buyer would be obligated to pay such Earn Earn-Out Payment for the second Third Calculation Period for which the corresponding conditions precedent have been satisfied, and not the Earn Earn-Out Payment for the first Second Calculation Period.
Appears in 1 contract
Samples: Asset Purchase Agreement (Ladenburg Thalmann Financial Services Inc.)
Independence of Earn-out Payments. Except as otherwise stated herein, Buyer’s obligation to pay each of the Earn Out Payments to Seller in accordance with Section 3.3 3.5 is an independent obligation of Buyer and is not otherwise conditioned or contingent upon the satisfaction of any conditions precedent to any preceding or subsequent Earn Out Payment and the obligation to pay an Earn Out Payment to Seller shall not obligate Buyer to pay any preceding or subsequent Earn Out Payment. For the avoidance of doubt and by way of example, if the conditions precedent to the payment of the Earn Out Payment for the first Calculation Period are not satisfied, but the conditions precedent to the payment of the Earn Out Payment for the second Calculation Period are satisfied, then Buyer would be obligated to pay such Earn Out Payment for the second Calculation Period for which the corresponding conditions precedent have been satisfied, and not the Earn Out Payment for the first Calculation Period.
Appears in 1 contract
