Payment of Contingent Consideration. As soon as practicable after the close of the Surviving Corporation's books for calendar years 1996 and 1997, but in any event, no later than 90 days after the end of each such calendar year, the Surviving Corporation will determine the final aggregate amount of the Contingent Consideration, if any, for such preceding calendar year based upon the Surviving Corporation's internal accounting records, and shall notify Sellers in writing of the amount of Contingent Consideration, if any (the "Contingent Notice"). Sellers may, within forty-five (45) days after receipt of the Contingent Notice, deliver to the Surviving Corporation written notice (the "Dispute Notice") identifying any dispute that Sellers may have with respect to the amount set forth in the Contingent Notice. If a Dispute Notice is not delivered by Sellers to the Company within such forty-five day period, the amount of the Contingent Consideration, if any, set forth in the Contingent Notice shall be final and binding on the parties hereto. Within fifteen (15) days following the Surviving Corporation's receipt of a Dispute Notice, the Surviving Corporation and Sellers shall in good faith attempt to agree upon the Contingent Consideration, if any, for such calendar year. If the Surviving Corporation and Sellers cannot agree to the amount of the Contingent Consideration, if any, for such calendar year, they shall jointly submit their dispute to the Cincinnati, Ohio office of Coopers & Xxxxxxx (the "Arbiter") for final determination, whose determination shall be made within ninety (90) days of the date the dispute is submitted to the Arbiter. The fees and expenses of the Arbiter shall be shared equally between the Surviving Corporation and Sellers. The Arbiter's determination as to the amount of Contingent Consideration for such calendar year shall be final and binding on the parties hereto. The Contingent Consideration awarded to Sellers in respect of any particular calendar year shall be paid to Sellers within fifteen days of the final determination of the Contingent Consideration, if any, without interest. Each Seller shall be entitled to receive a pro rata portion of the aggregate amount of Contingent Consideration payable to Sellers based upon each Seller's pro rata ownership interest in the Company as set forth on EXHIBIT A attached hereto. In connection with the determination of the Contingent Consideration, Parent and the Surviving Corporation shall give Sellers and the Arbiter, as applicable...
Payment of Contingent Consideration. Notwithstanding anything to the contrary contained in this Section 3.6, the Contingent Consideration for each Earn Out Period, if any, shall be paid by Purchaser to CDI fifty percent (50%) in cash and fifty percent (50%) in shares of TCP Common Stock; provided, however, that, no more than an aggregate of 347,961 shares of TCP Common Stock shall be issued to CDI in connection with the payment of any Contingent Consideration and, to the extent that CDI have received an aggregate of 347,961 shares of TCP Common Stock in connection with the payment of Contingent Consideration, all remaining amounts of Contingent Consideration shall be paid by Purchaser to CDI in cash. With respect to each payment of Contingent Consideration pursuant to this Section 3.6 for each Earn Out Period, each share of TCP Common Stock to be issued pursuant to this Section 3.6(d) for each respective Earn Out Period, shall be valued based upon the ten (10) consecutive trading day average (the "Average Price") of the mid-point of the ask and bid price at the end of each trading day of a share of TCP Common Stock for each day during such ten day period ending on the day prior to the end of each Earn Out Period, as such prices are quoted on the Nasdaq National Market System (and as reported by The Wall Street Journal or, if not reported thereby, by another authoritative source); provided, however, that (i) if 110% of the Average Price for any Earn Out Period is less than the actual closing price of a share of TCP Common Stock on the last day of such Earn Out Period, as such prices are quoted on the Nasdaq National Market System (and as reported by The Wall Street Journal or, if not reported thereby, by another authoritative source), for purposes of this Agreement, the Average Price for such Earn Out Period shall be deemed to be equal to 110% of the Average Price as calculated for such Earn Out Period; and (ii) if 90% of the Average Price for any Earn Out Period is less than the actual closing price of a share of TCP Common Stock on the day preceding the last day of such Earn Out Period, as such prices are quoted on the Nasdaq National Market System (and as reported by The Wall Street Journal or, if not reported thereby, by another authoritative source), for purposes of this Agreement, the Average Price for such Earn Out Period shall be deemed to be equal to 90% of the Average Price as calculated for such Earn Out Period.
Payment of Contingent Consideration. The Contributors shall value the Hotel on December 31, 2000. The value of the Hotel shall be computed by applying a 12% capitalization rate to the audited trailing 12 months net operating income, adjusted for a 4% of revenue management fee and a 4% of revenue furniture, fixture and equipment reserve. If the then current value of the Hotel exceeds the consideration paid by Acquiror hereunder, the Acquiror will issue additional Partnership Units at the Offering Price equal to the difference between the then current value and the consideration paid hereunder and all distributions paid on those units since Closing Date. If the then current value of the Hotel is less than the Consideration paid by the Acquiror hereunder, the Contributors will return to the Acquiror Partnership Units at the Offering Price equal to the difference between the then current value of the Hotel and the Consideration paid hereunder and all distributions paid on those units since the Closing Date.
Payment of Contingent Consideration. As soon as practicable after the close of Purchaser's books for each Earn Out Period, but in any event, no later than sixty (60) days after the end of each such Earn Out Period, Purchaser will determine the final aggregate amount of the Contingent Consideration, if any, for such preceding Earn Out Period based upon Purchaser's internal accounting records, and shall notify CDI in writing of the amount of Contingent Consideration, if any (the "Contingent Notice"). CDI may, within thirty (30) days after receipt of the Contingent Notice, deliver to Purchaser written notice (the "Dispute Notice") identifying any dispute that CDI may have with respect to the amount set forth in the Contingent
Payment of Contingent Consideration. On the Effective Date (as defined below), Assignee will pay to Assignor the Contingent Consideration (as defined in Section 1.11(a) of the MAC/Macquarie SPA) upon the consummation of the transactions contemplated by the San Xxxx Purchase Agreement pursuant to the terms and conditions set forth in Section 1.11(b) of the MAC/Macquarie SPA, such payment to be made absolutely and without setoff, counterclaim, reduction or condition, including any claim or demand relating to the MAC/Macquarie SPA or the transactions contemplated thereby.
Payment of Contingent Consideration. If the DCB Shareholders and the DCB Option Holders become entitled to receive any Contingent Consideration pursuant to Subsection 3(b) above, then, FFI shall issue the FFI Common Stock which it has become obligated hereunder to issue to the DCB Shareholders (together with cash in lieu of any fractional shares) and pay to the DCB Option Holders the cash which FFI has become obligated to pay hereunder to such Option Holders, in each case pursuant to the applicable provisions of Section 3 above, within ten (10) Business Days following the date that the DCB Securityholder Representative and FFI agree on the amount of the Contingent Consideration or, if later, the date that the Neutral Accountant renders the Final Calculation to each of the DCB Securityholder Representative and FFI in writing.
Payment of Contingent Consideration. (A) On or before January 25, 1999, Buyer shall deliver to the SFHC Partners' Representative a reasonably detailed statement setting forth Buyer's determination of the 1998 Pro Forma Amount for each Designated Property.
Payment of Contingent Consideration. The Shareholders and the Option Holders shall be entitled to receive $3.75 million of aggregate Contingent Consideration if the Company's Operating Profit as set forth on the Final Statement of Operating Profit (the "FINAL OPERATING PROFIT") is $5.4 million or greater, but less than $5.7 million. Alternatively, the Shareholders and the Option Holders shall be entitled to receive $4.375 million of aggregate Contingent Consideration if the Company's Final Operating Profit is $5.7 million or greater, but less than $6.0 million. Alternatively, the Shareholders and the Option Holders shall be entitled to receive $5.0 million if the Company's Final Operating Profit is $6.0 million or greater, but less than $6.6 million. Alternatively, the Shareholders and the Option Holders shall be entitled to receive $5.625 million of aggregate Contingent Consideration if the Company's Final Operating Profit is $6.6 million or greater, but less than $7.2 million. Alternatively, the Shareholders and the Option Holders shall be entitled to receive $6.25 million of aggregate Contingent Consideration if the Company's Final Operating Profit is $7.2 million or greater. The Parent shall pay or cause to be paid to each Shareholder and the Parent shall pay or cause the Surviving Corporation to pay to each Option Holder the aggregate Contingent Consideration payable hereunder divided by the sum of N plus S for each share of Common Stock held or covered by Options held by such Person at the Effective Time. Any payment required to be made under this Section 2.8 shall be made not later than the tenth (10th) Business Day after the Statement of Operating Profit is deemed to be the Final Statement of Operating Profit.
Payment of Contingent Consideration. On a date which shall be not later than March 31, 2016 (the “Contingent Consideration Payment Date”), in the event that the consolidated revenues of the Company and its Subsidiaries for the trailing twelve consecutive months ended December 31, 2015 (the “2015 Revenues”) shall exceed by 110% or more the consolidated revenues of the Company and its Subsidiaries for the trailing twelve consecutive months ended December 31, 2014 (the “2014 Revenues”), the Buyer shall issue to the Selling Shareholders and the Option Holders who hold any of the Stock Consideration at the time of the Contingent Consideration Payment Date (including any of the Stock Consideration that is purchased or acquired by a Selling Shareholder or Option Holder from another Selling Shareholder or Option Holder), based on the proportional ownership of the Stock Consideration at that time, the Contingent Consideration in accordance with the following formula: Percentage by which 2015 Revenues Amount of Contingent Consideration Exceed 2014 Revenues 110.0% to 120% 2.5% of the Stock Consideration 120.1% to 150% 5.0% of the Stock Consideration in excess of 150% 7.5% of the Stock Consideration; provided, that in the event that 2015 Revenues shall be a percentage in excess of 110.1% but less than 120% or in excess of 120.1% but less than 150%, the percentage of the Stock Consideration and the amount of Contingent Consideration shall be appropriately and equitably pro-rated. On the Contingent Consideration Payment Date the Buyer shall cause to be delivered to the Selling Shareholders and the Option Holders stock certificates evidencing shares of the Buyer Common Stock representing the Contingent Consideration.
Payment of Contingent Consideration. (a) All amounts to be paid in respect of Contingent Consideration (each such payment, a “Contingent Consideration Payment”), if any, shall be paid by Parent in accordance with the order of priority set forth in Sections 2.9.1, 2.9.2 and 2.9.3 hereof.
