Payment of Additional Consideration. In consideration of the premises and promises herein contained, and subject to Executive executing and not revoking this Separation Agreement, it is agreed that the Company will provide Executive those certain benefits specifically detailed in Exhibit B to this Separation Agreement. It is expressly agreed to and acknowledged by the parties that Executive is not entitled to the benefits set forth in Exhibit B until such time as he executes and does not revoke this Separation Agreement. The Company shall withhold, or cause to be withheld, from said payments all amounts required to be withheld pursuant to federal, state or local tax laws. The consideration set forth in this Paragraph 2 is in full, final and complete settlement of any and all claims which Executive could make in any complaint, charge, or civil action, whether for actual, nominal, compensatory, or punitive damages (including attorneys’ fees). Executive acknowledges that such consideration is being made as consideration for the releases set forth in Paragraphs 3 and 4. Executive further acknowledges that the items of consideration set forth in this Paragraph 2 are separate and distinct of and from each other, and that payment of each such item is independent valuable consideration for the release and waiver set forth in Paragraphs 3 and 4.
Payment of Additional Consideration. (i) Each Earnout Payment shall be paid in cash, provided that Buyer shall have the right to pay up to seventy-five percent (75%) of each Earnout Payment in the form of shares of FAC Stock. The number of shares of FAC Stock to be issued to Sellers will be determined by dividing (x) the total amount of the applicable Earnout Payment that Buyer elects to pay in the form of FAC Stock by (y) the average daily closing price of FAC Stock for the ten (10) Business Days prior to the expiration of the applicable Earnout Period (subject to adjustment to reflect any adjustments to the FAC Stock made to reflect any merger, reorganization, consolidation, recapitalization, spinoff, stock dividend, stock split, extraordinary distribution with respect to the FAC Stock or other change in corporate structure affecting the FAC Stock, as Buyer's Board of Directors reasonably shall deem fair and appropriate). No fractional shares of FAC Stock shall be issued. Notwithstanding the foregoing, the amount of any Earnout Payment that Buyer elects to pay in the form of FAC Stock shall not exceed $3,000,000 for any Earnout Period and in no event shall such amounts exceed $6,000,000 in the aggregate for all Earnout Payments.
(ii) On the fifth Business Day after the earlier of (A) the receipt by the Delivering Party of the Receiving Party's Earnout Approval Notice, (B) the expiration of the Earnout Dispute Period if the Delivering Party has not received the Receiving Party's Earnout Approval Notice or the Receiving Party's Earnout Dispute Notice within such period, (C) the resolution by the parties of all differences regarding the calculations of Pre-Tax Net Income for the relevant Earnout Period within the Earnout Resolution Period and (D) the receipt of the Earnout Independent Accountant Determination, at such time and place as the parties mutually agree, Buyer shall pay or deliver (as applicable) to Sellers the Final Earnout Payment (as defined below) for such Earnout Period (the "Earnout Payment Date"). For purposes of this Section 1.5(c), a "Final Earnout Payment" shall mean an Earnout Payment as (A) accepted by the Receiving Party through the Receiving Party's Earnout Approval Notice, (B) set forth in the Pre-Tax Net Income Schedule delivered by the Delivering Party to the Receiving Party if the Delivering Party has not received the Receiving Party's Earnout Approval Notice or the Receiving Party's Earnout Dispute Notice prior to expiration of the Earnout Dispute Period, (C) fully ...
Payment of Additional Consideration. In consideration of the premises and promises herein contained, and subject to Executive executing and not revoking this Agreement, it is agreed that the Company will provide Executive those certain benefits specifically detailed in Exhibit B to this Agreement. The benefits set forth in Exhibit B include those that Executive will receive under Section 6(e) (iii) (iv) and (v) of the Employment Agreement and an additional separation bonus pursuant to the terms of the VERP. It is expressly agreed to and acknowledged by the parties that Executive is not entitled to the benefits set forth in Exhibit B until such time as he executes and does not revoke this Agreement. The Company shall withhold, or cause to be withheld, from said payments all amounts required to be withheld pursuant to federal, state or local tax laws. The consideration set forth in this Paragraph 2 is in full, final and complete settlement of any and all claims which Executive could make in any complaint, charge, or civil action, whether for actual, nominal, compensatory, or punitive damages (including attorneys’ fees). Executive acknowledges that such consideration is being made as consideration for the releases set forth in Paragraphs 3 and 4. Executive further acknowledges that the consideration set forth in this Paragraph 2 are separate and distinct of and from each other, and that either payment is independent valuable consideration for the release and waiver set forth in Paragraphs 3 and 4.
Payment of Additional Consideration. In addition to the Purchase Price, Buyer shall pay to Sellers, or their assigns or successors, subject to the terms and conditions of this Agreement, additional consideration as follows:
(a) Sellers shall be paid an amount in cash equal to the lesser of (i) $10,000,000 or (ii) Adjusted 1998 EBITDA. Such amount shall be paid within ten Business Days after the determination of Adjusted 1998 EBITDA. As used herein "Adjusted 1998 EBITDA" shall mean the amount by which EBITDA for calendar year 1998 exceeds $25,000,000. "EBITDA" shall mean the Company's audited earnings from assets owned or contracted for on the date hereof before expenses
Payment of Additional Consideration. 3.1 On the date falling five Business Days after the calculation of the Working Capital and the Cash Amount becomes final and binding on the parties in accordance with this Agreement:
3.1.1 if the Working Capital is greater than a negative sum of €900,000, the Buyer shall pay to the Seller an amount equal to the Cash Amount; or
3.1.2 if the Working Capital is less than a negative sum of €900,000, the Buyer shall pay to the Seller an amount equal to the sum of the Cash Amount less the Deficit. For the avoidance of doubt, if the Deficit is greater than or equal to the Cash Amount, no payments shall be due pursuant to this paragraph 3.
3.2 For the purposes of this paragraph 3 the “Deficit” means the amount (if any) by which the Working Capital is less than a negative sum of €900,000. All payments pursuant to this paragraph shall be made by telegraphic transfer of immediately available funds to the bank accounts specified in clause 11.
Payment of Additional Consideration. Payments by Buyer to Seller of Additional Consideration, if any, under this Section 2.6 for any Winter Season shall be made within forty-five (45) days after the end of such Winter Season, but in any event not later than June 30th of the year in which such Winter Season ends.
Payment of Additional Consideration. Buyer shall pay the Additional Consideration as specified in Section 2.6.
Payment of Additional Consideration. Each payment of the Class A Additional Consideration, as and when payable by DPRC to each holder of the Outstanding Class A Stock, shall be paid by DPRC to each holder of the Outstanding Class A Stock, which amount shall be payable by DPRC's delivery to each holder of the Outstanding Class A Stock of a stock certificate of DPRC, certifying that such holder is the record holder of the applicable number of Additional DPRC Shares. Each payment of the Class B Additional Consideration, as and when payable by DPRC to each holder of the Outstanding Class B Stock, shall be paid by DPRC to each holder of the Outstanding Class B Stock, which amount shall be payable by DPRC's delivery to each holder of the Outstanding Class B Stock of a check, made payable to such holder of the Outstanding Class B Stock, or cash by wire transfer to such holder's account.
Payment of Additional Consideration. (a) Buyer shall cause the Company to pay to the Shareholders the Additional Considerations in proportion to ownership of their shares at closing immediately upon receipt by Buyer or the Company or Cape or any Person filing a consolidated federal income tax return with Cape or the Company or Buyer. In the event that an audit by a Governmental Entity of Cape or the Company or the Buyer or any Person filing a consolidated federal income tax return with Cape or the Company or Buyer for the tax period ending with or which includes the Effective Date results in a reduction to the NOL Carryback Refund Amount, the Shareholders shall immediately provide for payment thereof to the appropriate Governmental Entity or the Company or Cape or Buyer or any Person filing a consolidated federal income tax return with Company or Cape or the Buyer. Shareholders shall pay, as set forth in 3.4.1(b) hereof, or shall remit to Buyer, the reasonable costs of responding to any auditors request for information related to NOL Carryback Refund Amount. Except as among themselves and to each other, the Shareholders shall have no further liability to the Buyer or any other Person with regard to the Compensatory Transfer, specifically including the inability of Buyer or any other Person to obtain any or all of the benefit of or utilize any or all of the anticipated Net Operating Loss Carryforward; regardless of the reason therefor.
Payment of Additional Consideration. The Purchaser shall pay the Additional Consideration, as finally determined pursuant to this Article II, solely from the consolidated cash flow (as that term is defined in the Additional Consideration Note) of the Purchaser and the Company on the Additional Consideration Payment Date by executing and delivering to the Seller the Additional Consideration Note.
