Participation Payments. (a) In addition to the payments set forth in Section 2.4, the Purchaser will wire transfer within thirty days following the end of each calendar quarter, the account specified in Section 3.2(b) or such other account as most recently specified in writing by an authorized Seller representative, an amount equal to the product of (A) the applicable Participation Percentage multiplied by (B) the Participation Income for the most recently completed calendar quarter, (“Participation Payments”), provided, however, that after Purchaser receives Purchaser’s Initial Return, Seller shall be paid a total of thirteen million US dollars (US $13,000,000) (including all Fixed Consideration Amount payments and prior Participation Payments received by Seller) on or before the six months anniversary of the recovery, license or settlement of the first action to generate Participation Income, and Purchaser shall wire to Seller in immediately available funds any deficiency in the Target Amount not previously paid to Seller from the Participation Payments (which shall be credited towards and constitute Participation Payments for purposes of any further payments to become due and owing to Seller) Concurrent with or prior to such wire transfer, Purchaser will provide Seller with a calculation of the amount due per this Section 2.5 providing sufficient detail to permit Seller to verify the accuracy of such calculation (the “Calculation Statement”). Any disputes with respect to the calculation of any payment amounts in this Section 2.5 shall be resolved by means of the process set forth in this Section 2.5. For the avoidance of doubt, hypothetical examples of the calculation of Participation Payments are set forth in Exhibit C hereof.
(b) Purchaser shall keep full, clear and accurate records with respect to the Participation Income and Participation Payments as required in this Section 2.5 and shall furnish any information which Seller may reasonably prescribe from time to time to enable Seller to ascertain the proper Participation Payments due under this Agreement. Purchaser shall retain such records with respect to the Participation Payments for at least seven (7) years from each such payment. Seller shall have the right, twice annually, through its accredited auditors, to make an examination, during normal business hours, of all records and accounts bearing upon the amount of Participation Payments payable to it under this Agreement. Prompt adjustment shall be made to compensate f...
Participation Payments. Debtor must pay to Lender (a) 25% of all Historic Tax Credit Investments in Debtor, (b) 25% of the proceeds of all Film Tax Credits generated by Debtor and (c) (i) an additional $30,000 on or before the 180th day following the Closing Date and (ii) an additional $30,000 on or before the 360th day following the Closing Date. Payments under clauses (a) and (b) are due upon Debtor’s receipt of such proceeds, and Debtor shall cause all Film Tax Credits to be sold through Voodoo subject to instructions to pay the proceeds thereof directly to Lender (with Voodoo being entitled to pay such proceeds directly to Lender in reliance solely on this Section in the absence of any additional instructions from Borrower).
Participation Payments. During the Participation Payment Period, on or before each Participation Payment Date, the Borrower shall (i) pay to Lender an amount equal the Total Participation Amount for the most recently completed Quarterly Participation Period (the "Participation Payment"), and (ii) deliver to Lender a statement of Net Cash Flows and calculation of the Total Participation Amount for the Quarterly Participation Period, certified by a Senior Financial Officer.
Participation Payments. (a) In addition to the payments set forth in Section 2.4, the Purchaser will wire transfer within thirty days following the end of each calendar quarter, the account specified in Section 3.2(b) or such other account as most recently specified in writing by an authorized Seller representative, an amount equal to the product of (A) the applicable Participation Percentage multiplied by (B) the Participation Income for the most recently completed calendar quarter, ("Participation Payments''), provided, however,---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- ,----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- ,----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- - Payments for purposes of any further payments to become due and owing to Seller) Concurrent with or prior to such wire transfer, Purchaser will provide Seller with a calculation of the amount due per this Section 2.5 providing sufficient detail to permit Seller to verify the accuracy of such calculation (the "Calculation Statement'). Any disputes with respect to the calculation of any payment amounts in this Section 2.5 shall be resolved by means of the process set forth in this Section 2.5. For the avoidance of doubt, hypothetical examples of the calculation of Participation Payments are set forth in Exhibit C hereof.
(b) Purchaser shall keep full, clear and accurate records with respect to the Participation Income and Participation Payments as required in this Section 2.5 and shall furnish any information which Seller may reasonably prescribe from time to time to enable Seller to ascertain the proper Participation Payments due under this Agreement. Purchaser shall retain such records with respect to the Participation Payments for at least seven (7) years from each such payment. Seller shall have the right, twice annually, through its accredited auditors, to make an examination, during norn1al business hours, of all records an...
Participation Payments a. Initial Participation Payment. CR acknowledges that PWSD has incurred costs associated with pursuing the Project. Upon execution of this Agreement, CR shall pay to PWSD an initial participation payment of Two Hundred Eighty Thousand dollars ($($280,000.00) as compensation for costs already incurred by PWSD as of the Effective Date in pursuing the Project, except for any real property rights acquired by PWSD ("Initial Participation Payment"). PWSD shall determine with LSP how to allocate the Initial Participation Payment to the Project or between PWSD and LSP.
Participation Payments. Upon, and after, the occurrence of a Sharing Event (a) no further Revolving Loan or issuance, amendment or extension of any Letter of Credit shall be made, (b) all amounts from time to time accruing with respect to, and all amounts from time to time payable on account of, Revolving Loans (including, without limitation, any interest and other amounts which were accrued but unpaid on the date of such Sharing Event) shall be payable in the respective Currency in which such Revolving Loans and/or Letters of Credit are denominated and shall be distributed by the Administrative Agent for the account of the Lenders which made such Revolving Loans or are participating therein and (c) all Commitments shall be automatically terminated. Notwithstanding anything to the contrary contained above, the failure of any Lender to purchase its participating interests as required above in any Revolving Loan or Letter of Credit upon the occurrence of a Sharing Event shall not relieve any other Lender of its obligation hereunder to purchase its participating interests in a timely manner, but no Lender shall be responsible for the failure of any other Lender to purchase the participating interest to be purchased by such other Lender on any date.
Participation Payments. Each Credit Party has complied in all material respects with any of its payment obligations for P&R Liabilities as and when due on a timely basis; provided, that the Credit Parties may make interpretations in their reasonable judgment as to the appropriate dates of accrual and payment for any such P&R Liabilities, so long as the balance sheet reserves (or a P&R Reserve under and as defined in the Senior Facility Credit Agreement, which may be offset by cash in the Borrowing Base (as defined in the Senior Facility Credit Agreement)) shall be taken for any amounts accrued and payable but not yet paid.”
(e) Section 5.1(g) of the Credit Agreement is hereby amended by adding the following language immediately after the reference to 6.22 in clause (v) therein: “and demonstrating the utilization of the Investment Baskets described in Section 6.4 hereof,”.
(f) Section 5.1(i) of the Credit Agreement is hereby amended and restated in its entirety as follows:
(i) Concurrently with the provision of such certificate to the Senior Facility Agent, a Liquidity Certificate (as defined in the Senior Facility Credit Agreement). Additionally, the Borrowers shall provide supporting details and back-up for any calculation contained within any Liquidity Certificate, including the underlying performance assumptions for unreleased Pictures reflected in the projected cash sources upon the request from the Administrative Agent or any Lender (any such request by a Lender to be coordinated through the Administrative Agent).”
(g) Section 5.1(l) of the Credit Agreement is hereby amended and restated in its entirety as follows:
Participation Payments. (a) Madison will (i) wire transfer to the Company within five days following the end of each Calendar Month such account as specified in writing by an authorized Company representative, an amount equal to: the applicable Company Initial Return plus the Company Participation Percentage for the most recently completed Calendar Month (“Participation Payments”) which shall be maintained in a segregated account not subjected to the claims of any creditors except those creditors who are (A) Borrowers under the Master Bitcoin Loan Agreements or, (B) the Company and (ii) allocate to itself an amount equal to the Madison Participation Percentage. Madison will provide the Company with a calculation of the amount due per this Section 2.4 providing sufficient detail to permit the Company to verify the accuracy of such calculation (the “Calculation Statement”). Any disputes with respect to the calculation of any payment amounts in this Section 2.4 shall be resolved by means of the process set forth in this Section 2.4.
(b) Madison shall keep full, clear and accurate records with respect to the Participation Income and Participation Payments as required in this Section 2.3 and shall furnish any information which the Company or its auditors may reasonably prescribe from time to time to enable the Company to verify the proper Participation Payments due under this Agreement. Madison shall retain such records with respect to the Participation Payments for at least five (5) years from each such payment. The Company shall have the right, twice in any calendar year, to make an examination, during normal business hours, of all records and accounts bearing upon the amount of Participation Payments payable to it under this Agreement. Prompt adjustment shall be made to compensate for any errors or omissions disclosed by such examination. The Company shall be responsible for all of its costs of any such audit unless the audit reveals an underpayment by Madison of at least $10,000 for the audited period. In such an event, Madison shall be responsible for the Company’s costs of the audit, including all professional fees incurred. In the event that following delivery of a monthly report or a report from the Company’s auditors, it is determined that there was an underpayment or an overpayment, the delinquent party shall promptly make a payment of underpayment or overpayment within ten (10) days to the other party.
(c) If a dispute arises with respect to the amounts due per this Section...
Participation Payments. As additional consideration for the Shares, at such times as provided in Section 2.5(d), Buyer (or, at the direction of Buyer, the Company or a designee of Buyer so long as Buyer remains an obligor thereof, but in no event shall any such payment by the Company decrease Adjusted EBITDA (or, for the avoidance of doubt, decrease net income used to determined Adjusted EBITDA)) shall pay to the Shareholders (in accordance with their respective Pro Rata Shares) with respect to each Calculation Period within the Participation Payment Period an amount, if any (each, a “Participation Payment”), equal to the product of (i) an amount equal to the Adjusted EBITDA for such Calculation Period; multiplied by (ii) the Participation Payment Multiple; multiplied by (iii) the Enterprise Value Percentage. If the Adjusted EBITDA for a particular Calculation Period is not positive, no Participation Payment shall be due for such Calculation Period. A sample calculation of Participation Payments is set forth on Appendix C. If Stuempfig is entitled under the Stuempfig Bonus Agreement to any payment of any portion of the Earn-Out Bonus (as defined in the Stuempfig Bonus Agreement) after Closing as a result of the actual payment of any Participation Payment, then such amount of such portion of the Earn-Out Bonus shall reduce the portion of such Participation Payment that is paid to the Shareholders under this Section 2.5 and shall instead be paid to Stuempfig by the Company as provided in the Stuempfig Bonus Agreement.
Participation Payments. Each Credit Party has complied in all material respects with any its payment obligations for P&R Liabilities as and when due on a timely basis; provided, that the Credit Parties may make interpretations in their reasonable judgment as to the appropriate dates of accrual and payment for any such P&R Liabilities, so long as balance sheet reserves (or a P&R Reserve, which may be offset by cash in the Borrowing Base pursuant to clause (xvi) of the Borrowing Base) shall be taken for any amounts accrued and payable but not yet paid.”
(k) Section 5.1(g) of the Credit Agreement is hereby amended by adding the following language immediately after the reference to 6.24 in clause (v) therein: “and demonstrating the utilization of the Investment Baskets described in Section 6.4 hereof,”.
(l) Section 5.1(h) of the Credit Agreement is hereby amended by deleting Subsection 5(h)(ii) in its entirety, and by deleting the designation of “(i)” appearing at the beginning of the current Subsection 5(h)(i), such that what is presently Subsection 5(h)(i) shall become the entirety of Section 5.1(h).
