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.
(ii) Notwithstanding anything to the contrary set forth in this Agreement, in no event shall the aggregate amount of the Contingent Payment, if any, required to be paid by Purchaser to the Sellers pursuant to this Section 2.5 exceed $14,000,000. In the event that the calculation of the Contingent Payment exceeds $14,000,000, the Contingent Payment shall be reduced to $14,000,000.
(iii) Upon payment of the Contingent Payment pursuant to this Section 2.5(c), Purchaser shall be fully released and discharged from all further liabilities or obligations pursuant to this Section 2.5.
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 Purchaser shall pay to the Indemnitors’ Agent on a custody account established at the CARPA held by the Paris Bar and have paid by the Indemnitors’ Agent to the Sellers on its behalf their Contingent Payment Percentage (as set forth in Schedule I) of each Contingent Payment, less (i) any withholding tax requirements (provided that Purchaser shall provide proof of any such payment of withholding taxes to Sellers and provide reasonable assistance to Sellers to obtain a credit or reimbursement of such payment if possible) and (ii) any amount that the Purchaser shall be entitled to retain and set off pursuant to Section 5, within thirty (30) business days following the achievement of such milestone; provided, that in the case of any payment due under Section 2.2(c) or Section 2.2(d), such payment shall be due and paid contemporaneously with the Cumulative Net Sales report required to be delivered pursuant to Section 2.5 in which the described event is included. The Purchaser shall notify the Sellers within thirty (30) business days of the business day on which a Contingent Payment becomes due under Section 2.2(a) and Section 2.2(b), including notification of any amount that the Purchaser shall be entitled to retain and set off pursuant to Section 5. All payments due under Section 2.2 shall be paid to the Sellers in accordance with the Contingent Payment Percentage allocations, and in the manner, set forth on Schedule I. All payments to the Sellers under Section 2.2 are one-time payments, and once a payment is triggered under a subsection of Section 2.2, no further or other payment shall be triggered or paid under such subsection, regardless of the number of times the described event occurs.
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: £3,190,000 or less £0 More than £3,190,000 136.37% of the amount by which Gross Profit exceeds £3,190,000
(ii) Within five (5) days of the determination of the Gross Profit for the period from 1 January 2016 to and including 31 December 2016 (the “Second 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: £3,767,500 or less £0 More than £3,767,500 136.37% of the amount by which Gross Profit exceeds £3,767,500
(iii) Within five (5) days of the determination of the Gross Profit for the period from 1 January 2017 to and including 31 December 2017 (the “Third 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: £4,400,000 or less £0 More than £4,400,000 136.37% of the amount by which Gross Profit exceeds £4,400,000 The Contingent Payments shall be calculated and paid in British pounds.
(iv) The Buyer and the Sellers agree that the payments referred to at Sections 2.4(f)(i), (ii) and (iii) shall be made by the Buyer from the Escrow Profit Payments, credited to the Escrow Account pursuant to Section 2.4(g), save where the Escrow Profit Payments are not sufficient to fund such payments in full, in which circumstances, the Buyer shall make such payments from both the Escrow Profit Payments and its own cash resources or from just its own cash resources, as the case may be.
(v) Synergetics USA hereby covenants with the Sellers to procure that the Buyer complies with Sections 2.4(a) and 2.4(g) and to procure that if, prior to the agreement or determination of the Gross Profit Statement in respect of the period from 1 January 2017 until and including 31 De...
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”).
(ii) Within five (5) Business Days of the later of (A) thirty (30) days following the delivery of a Milestone Achievement Notice and (B) eighteen (18) months after the Closing Date, the Purchaser shall pay to the Payments Account for the benefit of and to be distributed to the Sellers, the portion of the NTAP Milestone Payment or of the New Technology APC Milestone Payment, as applicable, to be paid to the Sellers; provided, however, that to the extent, at any one point in time post-Closing but prior to the later of the time periods above under subclauses (A) and (B), any amount of the NTAP Milestone Payment and/or APC Milestone Payment has been achieved and the sum of such amount, plus any amount remaining in the General Escrow Account, in each case that is not subject to any pending indemnification claims pursuant to ARTICLE X, exceeds $25,000,000, the Purchaser and the Seller Representative shall issue joint written instructions to the Escrow Agent to release such excess amount to the Sellers by wire transfer to the Payments Account.
Payment of Contingent Payments. 6 3.4. Nature of Consideration...............................................7 3.5. Wire Transfers........................................................7
Payment of Contingent Payments. Subject to Section 2.06 below:
(a) Within sixty (60) days following June 30 and December 31 of each year following the Effective Date and until such time as the Contingent Payment set forth in Section 2.04(d) has been paid, Buyer shall deliver to SAMO a statement setting forth a computation of cumulative revenues generated directly from sales by Buyer and its Affiliates of the Keystone Branded Smiler Implant System and any other product of Buyer containing or utilizing any of the Purchased IP (the “Cumulative Revenues”);
(b) Any Contingent Payment payable to SAMO under Section 2.04 shall be paid in cash by wire transfer within sixty (60) days after June 30 or December 31 of each year, following the achievement of the respective payment trigger as set forth in Section 2.04(b) through (d) above;
(c) Upon SAMO’s request, no later than May 31 of each year, Buyer shall cause its independent accounting firm (“Buyer’s Accountants”) to prepare and deliver to SAMO a statement (the “Statement”) setting forth a computation of Cumulative Revenues, which Statement shall be binding and final on the parties hereto for the purpose of determining the Cumulative Revenues and the related Contingent Payment; payments of Contingent Payments which become due to SAMO according to the Statement shall be paid to SAMO within thirty (30) days after the delivery of the Statement to SAMO.
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. 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. ASSET PURCHASE AGREEMENT ONYX SOFTWARE CORPORATION
Payment of Contingent Payments. If the Contingent Payment as finally determined is greater than the portion of the Projected Contingent Payment paid under Section 2.4(b)(i), the Buyer shall deliver the amount equal to the Contingent Payment minus the portion of the Projected Contingent Payment paid under Section 2.4(b)(i), which amount shall be payable 50% in cash and 50% by the delivery of shares of Buyer Common Stock (the number of shares to be determined based on the Buyer Common Stock Value), to each Seller in accordance with their respective Purchase Price Percentages within fifteen (15) Business Days of the date that such amount becomes final and binding by wire transfer of immediately available funds to the Designated Accounts. If the Contingent Payment is less than the portion of the Projected Contingent Payment paid under Section 2.4(b)(i), then the Sellers shall promptly (but in any event within five Business Days following the determination of the Contingent Payment) deliver to the Buyer, an amount equal to the Projected Contingent Payment minus the Contingent Payment 50% in cash by wire transfer of immediately available funds to one or more accounts designated by the Buyer in writing and 50% by the return of shares of Buyer Common Stock (valued at the Buyer Common Stock Value in effect when such shares were originally issued).
