Payment of Contingent Payments. Within ten (10) Business Days of the earlier to occur of (i) the delivery of a Sales Contingent Payment Certificate that indicates Worldwide Net Sales of the Systems have exceeded $15,000,000 or $20,000,000 during the Contingent Payment Period, and (ii) the date on which a dispute regarding the amount of Worldwide Net Sales of the Systems for the Contingent Payment Period or applicable portion thereof is resolved pursuant to Section 1.4(d) and the result of such resolution is a determination that the Worldwide Net Sales of the Systems have exceeded $15,000,000 or $20,000,000 during the Contingent Payment Period, Purchaser shall deliver to VI the Contingent Payment Amount for such Sales Contingent Payment.
Payment of Contingent Payments. The Contingent Payments shall be calculated and reported to Seller within sixty (60) days following the end of each Quarter in respect of Net Sales received in such Quarter. Accrued Contingent Payments shall be due and paid in cash annually within sixty (60) days following each Annual Period. Each such quarterly report and annual payment shall be accompanied by a statement of Net Sales for such Quarter or Annual Period, as applicable, itemized by Stand-Alone-Product Licenses and Derived-Product Licenses, a calculation of Contingent Payments payable hereunder and a calculation of the amount of Contingent Payments accrued as liabilities in Buyer’s financial statements for such Quarter or Annual Period, as applicable. *Confidential Treatment Requested ASSET PURCHASE AGREEMENT ONYX SOFTWARE CORPORATION
Payment of Contingent Payments. (i) Contingent Payments, if any, required to be paid by Buyer to Stockholders pursuant to this Section 2.11 with respect to a Contingent Period, shall be paid by Buyer as promptly as practicable and in no event later than 5 days after the final determination of the Contingent Statement (each, a “Payment Date”), unless otherwise agreed by Buyer and the Stockholders’ Representative. Contingent Payments, if any, shall be paid 50% in cash (“Contingent Cash Consideration”) and 50% in Buyer Stock (“Contingent Stock Consideration”), except as otherwise contemplated herein, including Section 2.12 and Section 2.13, which Contingent Stock Consideration shall be at the applicable Contingent Buyer Stock Value. Payment of any cash or the issuance of any Buyer Stock to which Equity Holders are entitled shall be made by Buyer to the Paying Agent and the Surviving Corporation for further distribution to the Equity Holders at the direction of the Stockholders’ Representative. All payments of Contingent Cash Consideration shall be subject to adjustment as set forth in Section 2.4(d) and Section 2.12.
Payment of Contingent Payments. 6 3.4. Nature of Consideration...............................................7 3.5. Wire Transfers........................................................7
Payment of Contingent Payments. (i) The Contingent Payment, if any, required to be paid by Purchaser to the Sellers pursuant to this Section 2.5 shall be paid by Purchaser as promptly as practicable and in no event later than twenty (20) days after the final determination of the PMCE Combined Ending Adjusted Revenue and the PMCE Combined Ending Adjusted EBITDA, unless otherwise agreed by Purchaser and the Sellers’ Representative. The Contingent Payment, if any, shall be paid 50% in cash (“Contingent Cash Consideration”) and 50% in Parent Stock (“Contingent Stock Consideration”), except as otherwise contemplated herein, including Section 2.6, which Contingent Stock Consideration shall be at the Parent Stock Value (which, solely for purposes of this Section 2.5, shall be calculated based on the fifteen (15) full trading days ended on and including the Contingent Payment Measurement Date). Payment of any cash to which the Sellers are entitled shall be made by Purchaser to the account or accounts designated in writing by the Sellers’ Representative; and the Contingent Stock Consideration shall be recorded in book-entry form in the name of the Sellers with Parent’s transfer agent, American Stock Transfer & Trust Company.
Payment of Contingent Payments. (i) Within five (5) days of the determination of the Gross Profit for the period from 1 January 2015 to and including 31 December 2015 (the “First Year”) pursuant to subsection (e) above, the Buyer shall, subject to Section 2.4(f)(v), pay to the Sellers by telegraphic transfer by same day payment to the Sellers’ Solicitors Client Account (or such other single account designated in writing by all of the Sellers) the amount set forth below: If Gross Profit is Then, the Contingent Payment is: £3,190,000 or less £0 More than £3,190,000 136.37% of the amount by which Gross Profit exceeds £3,190,000
Payment of Contingent Payments. Subject to Section 2.06 below:
Payment of Contingent Payments. Subject to the other terms and conditions of this Agreement, any Contingent Payment that Buyer is required to pay pursuant to Section 1.04 hereof shall be paid in full upon five Business Days following the date upon which the determination of whether a Contingent Payment is due becomes final and binding upon the parties as provided in Section 1.04(f) (including any final resolution of any dispute raised by Sellers’ Representative in an Objection Notice). Buyer shall pay (or caused to be paid) to the Sellers’ Representative (which the Sellers’ Representative shall deliver to the Stockholders in accordance with their Pro Rata Share) each Contingent Payment in cash by wire transfer of immediately available funds to the bank account designated in writing by the Sellers’ Representative.
Payment of Contingent Payments. (i) Within thirty (30) days after the occurrence of the achievement of the NTAP Milestone or the New Technology APC Milestone pursuant to Section 1.6(a), the Purchaser shall provide notice to the Seller Representative that such milestone has been achieved (the “Milestone Achievement Notice”).
Payment of Contingent Payments. Subject to the other terms and conditions of this Agreement, any Contingent Payment that Buyer is required to pay pursuant to Section 1.05 hereof shall be paid in full upon five Business Days following the date upon which the determination of whether a Contingent Payment is due becomes final and binding upon the parties as provided in Section 1.05(d) (including any final resolution of any dispute raised by Sellers’ Representative in an Objection Notice). Buyer shall pay (or caused to be paid) to the Sellers’ Representative (which the Sellers’ Representative shall deliver to the Stockholders in accordance with their Contingent Payment Pro Rata Share) each Contingent Payment in cash by wire transfer of immediately available funds to the bank account designated in writing by the Sellers’ Representative. Notwithstanding anything to the contrary, the total amount of each Contingent Payment, if any, due to the Stockholders hereunder shall be reduced (on a dollar for dollar basis) by the amount of any Tenure/Retention Bonuses actually paid with respect to such Contingent Payment to the Tenure/Retention Bonus Pool Members pursuant to the terms of the Tenure/Retention Bonus Award Agreements (which shall in no event exceed the amount of such Contingent Payments). The Company shall pay such Tenure/Retention Bonuses pursuant to the terms of the Tenure/Retention Bonus Award Agreements. If any amount of a Contingent Payment that would have been payable pursuant to the terms of any of the Tenure/Retention Bonus Award Agreements is not paid to the Tenure/Retention Bonus Pool Members due to any Tenure/Retention Bonus Pool Member’s failure to satisfy the conditions set forth in his or her Tenure/Retention Bonus Award Agreement, the Sellers’ Representative shall pay such amount to the Stockholders in accordance with their Reversion Pro Rata Share.
