Payment of Contingent Purchase Price Sample Clauses

Payment of Contingent Purchase Price. In the event PharmaCare ------------------------------------ does not receive notice from Seller disputing the calculation of Actual Volume within the time period specified in Section 2.5(a), Seller shall be deemed to have agreed with such calculation and within two (2) business days following the expiration of such time period, Buyers shall pay Seller the Contingent Purchase Price by wire transfer of immediately available funds.
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Payment of Contingent Purchase Price. Within thirty (30) days after each Earn-Out Date of Final Determination, the Buyer shall cause the Operating Company to deliver (i) to each Participant the applicable Earn-Out Bonus (as defined in the Bonus Plan) (if any) and/or the applicable Incentive Bonus (as defined in the Bonus Plan) (if any) payable to such Participant pursuant to the terms of the Bonus Plan, and (ii) to the Seller, by wire transfer of immediately available funds to a bank account designated in writing by the Seller, the applicable Earn-Out Amount (if any) less any amounts paid to the Participants pursuant to the terms of the Bonus Plan pursuant to this Section 2.6(d).
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Payment of Contingent Purchase Price. No later than June 19,2000, the Buyer shall deliver to the Selling Shareholder a statement (the "Earnout Statement") setting forth in reasonable detail the Buyer's computation of the EBITDA for the twelve (12) month period ending March 31, 2000 and the amount of the Contingent Purchase Price, if any, to be paid to the Selling Shareholder.
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Payment of Contingent Purchase Price. The Contingent Purchase Price shall be paid to the Shareholders in the proportions set forth in Schedule 2.1 in cash by wire transfer instructions or by cashier's check within two business days after the Contingent Purchase Price for and Contingent Payment Period has been finally determined pursuant to Section 3.2.
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Payment of Contingent Purchase Price. If Optionee exercises the First Option and acquires the PG&E Option Property pursuant thereto and, at any time prior to the third (3rd) anniversary of the Closing Date, Optionee offers to sell, transfer or convey any interest in the PG&E Option Property or any part thereof to a purchaser or transferee which is not either (a) a Synthetic Lease Lessor, or (b) directly or indirectly wholly-owned by Optionee, then Optionee shall deliver to Optionor written notice of Optionee's intention or offer to sell, transfer or convey any interest in the PG&E Option Property or any part thereof. Concurrently with the consummation of such sale, transfer or conveyance, Optionee shall pay to Optionor the Contingent Purchase Price in cash or immediately available funds.
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Payment of Contingent Purchase Price. 47 23.2. Recordation of Memorandum of Agreement; Quitclaim Deed...................................... 47 * * * * * * TABLE OF EXHIBIT REFERENCES
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Payment of Contingent Purchase Price. Subject to Buyer's and AMC's right of offset set forth in Section 9.3(c), within ten (10) days after Seller has elected to receive, or Buyer has required Seller to receive, the Contingent Purchase Price, Buyer or AMC shall pay Seller the Contingent Purchase Price in cash or shares of AMC common stock, $.01 par value ("AMC Common"), the form of payment to be at the election of Buyer and AMC. If Buyer and AMC elect to pay the Contingent Purchase Price in cash, payment shall be made by wire transfer or certified check. If Buyer and AMC elect to pay the Contingent Purchase Price in AMC Common, AMC or Buyer shall transfer to Seller a number of shares of AMC Common equal to the result obtained by dividing the Contingent Purchase Price by the volume weighted average of the closing prices for AMC Common on the Nasdaq National Market, the New York Stock Exchange or any other generally recognized United States Securities exchange (the "Exchange") for the twenty (20) full trading days ending on the full trading day prior to the day Seller exercises its option to receive, or Buyer requires Seller to receive, the Contingent Purchase Price (the "Exercise Date Price"). If the date of payment of the Contingent Purchase Price occurs before the third anniversary of the Closing Date, Buyer or AMC shall, as security for Seller's indemnification obligations pursuant to Section 9.3, pay the Contingent Purchase Price into an escrow account, the terms of which shall be governed by an escrow agreement to be substantially in the form of SCHEDULE 2.5 attached hereto. If (i) Buyer and AMC elect to pay the Contingent Purchase Price in AMC Common, (ii) the date of payment of the Contingent Purchase Price occurs before the date (the "Eligibility Date") when Seller is first able to sell, either pursuant to a registration statement under the Securities Act of 1933, as amended (the "Securities Act"), or pursuant to Rule 144 under the Securities Act (or any successor rule thereto), all of the shares of AMC Common issued to it hereunder (on a cumulative basis , giving effect to the shares that Seller was able to sell prior to such date, whether or not Seller actually sold any of such shares, and excluding any issuances of shares of AMC Common in respect of the Price Guarantee Amount hereunder) and (iii) the volume weighted average of the closing prices for AMC Common on the Exchange for the twenty (20) full trading days ending on the full trading day prior to the Eligibility Date (the "Eligi...
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Payment of Contingent Purchase Price. As soon as reasonably practicable after December 31, 2000, the Buyer shall calculate the Pre-Tax Profits and determine whether the Contingent Purchase Price is due and payable. The Buyer shall deliver to the Seller a statement in writing setting forth in reasonable detail the determination of the Pre-Tax Profits. Provided that the condition set forth in Section 2.2(b) hereof shall have been met, the Buyer shall deliver to the Seller, in immediately available funds, by wire transfer to an account or accounts designated by the Seller, an amount equal to the Contingent Purchase Price. The Contingent Purchase Price shall be due and payable no later than the tenth (10th) business day after the date upon which the Pre-Tax Profits shall be determined by the Buyer.
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Payment of Contingent Purchase Price. Payment of the Contingent Purchase Price will be made by the Purchaser to the Sellers (pro rata to the Shares sold by each of them hereunder), subject to the following paragraph, during the following ten (10) calendar days after TCG Group receives the corresponding amount in cash (or a credit which is actually used as a setoff for amounts otherwise due which shall be deemed to be received on the date the amounts were otherwise due) after any final, binding and non-appealable resolution released by the competent Court on any of the appeals referred to in Exhibit 6.1. Payment of the Contingent Purchase Price will be made in Euros and shall be reduced by (i) the amount of any applicable deduction or withholding or any other taxes payable by the TCG Group in respect of the receipt of any amounts pursuant to the appeals referred to in Exhibit 6.1, whether on account of any cost, charges, withholding tax or any other cause, (ii) the third-party out-of-pocket costs and expenses (to the extent not advanced by Sellers), including but not limited to all third-party out-of-pocket legal and other professional fees and expenses, of the TCG Group companies incurred or paid from and after June 30, 2013 in connection with or arising out of the matters described in Exhibit 6.1, and (iii) any income withholding tax, social security tax, employment-related withholding tax, "golden parachute" excise tax or any similar tax and any interest, penalties or additions to tax related thereto in excess of the Withholding Amount as determined at Closing assessed by a taxing authority or authorities on any member or members of the TCG Group in connection with the Sale Bonus. For purposes of this Clause 17.5, a tax shall be considered to be assessed to the extent that (A) a taxing authority has raised an issue or levied an assessment related to the Sale Bonus in an audit or other examination of a member of the TCG Group, or (B) Purchaser otherwise reasonably determines in good faith after consultation with the Sellers that there is a significant risk that such a tax may be imposed by a taxing authority on a member of the TCG Group, in each case in an amount as reasonably determined by the Purchaser. Additionally, Purchaser shall be entitled to offset from any Contingent Purchase Price payment any portion (or all) of outstanding payments owed to Purchaser pursuant to Clause 16.2. For the avoidance of doubt, the Contingent Purchase Price cannot be less than zero. The Purchaser will cause ...
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Related to Payment of Contingent Purchase Price

  • Contingent Purchase Price On the Final Settlement Date, the Buyer shall pay the Lessee Representative, on behalf of the Lessees, in accordance with the Waterfall, the Contingent Purchase Price. In the event the Buyer does not have sufficient Available Funds to pay the Contingent Purchase Price solely as a result of (i) Marketing Services Provider’s failure to timely pay to the Buyer the Device Net Sale Proceeds in accordance with the Support Services Agreement or in respect of Marketing Services Provider’s collection of Device Net Sale Proceeds occurring after the Final Settlement Date and/or (ii) Forward Purchaser’s failure to timely pay to the Buyer all amounts due and owing under the Forward Purchase Agreement (the “Insufficient Amount”), the Lessees hereby agree that the Contingent Purchase Price shall be reduced by the Insufficient Amount (so long as the Contingent Purchase Price shall not be less than zero after giving effect to such reduction) and the Buyer shall transfer any claim it has to the Insufficient Amount to the Lessee Representative and agrees to cooperate with Lessee Representative in connection with pursuing any claim for the Insufficient Amount as reasonably requested by Lessee Representative from time to time.

  • Payment of Receivables Purchase Price In consideration of the sale of the Receivables from the Seller to the Purchaser as provided in Section 2.1, on the Closing Date the Purchaser shall have paid to the Seller the Receivables Purchase Price.

  • Cash Purchase Price The term "Cash Purchase Price" shall have the meaning set forth in Section 2.3(a).

  • Additional Purchase Price The purchase price for the Additional Shares (the "Additional Purchase Price") shall be an amount equal to (i) the difference between (1) the aggregate proceeds to Purchaser from the sale of the Optional Securities and (2) the aggregate cost to Purchaser, as notified by Purchaser to Seller at the Second Time of Delivery, of the Additional STRIPS, multiplied by (ii) a fraction, the numerator of which is the Firm Share Base Amount and the denominator of which is the number of Firm Securities.

  • Equity Interest Purchase Price The purchase price of the Optioned Interests (the “Base Price”) shall be XXX 00. If PRC law requires a minimum price higher than the Base Price when Party A exercises the Equity Interest Purchase Option, the minimum price regulated by PRC law shall be the purchase price (collectively, the “Equity Interest Purchase Price”).

  • Final Purchase Price Within 120 days after the Closing Date (provided, however, and notwithstanding the foregoing, not before ninety (90) days after the Closing Date), Seller Representative will prepare and deliver to Buyer, in accordance with this Agreement, a proposed statement (the “Final Settlement Statement”) setting forth each adjustment to the Purchase Price to be made pursuant to Section 2.04, along with supporting documentation reasonably necessary to support Sellers’ calculations and all back up invoices, statements and other materials, and the resulting final Purchase Price (as such final Purchase Price is agreed by Buyer and Seller Representative or determined pursuant to this Section 2.06, the “Final Purchase Price”). Within 30 days after receipt of the preliminary Final Settlement Statement, Buyer shall return a written report containing any proposed changes to the preliminary Final Settlement Statement (a “Dispute Notice”) and/or request additional supporting documentation or information. Buyer and Seller Representative agree to use commercially reasonable efforts to finalize such post-Closing adjustments no later than 180 days after the Closing Date (the date such agreement is made or such adjustments are otherwise determined pursuant to this Section 2.06, the “Final Settlement Date”). In the event that (a) the Closing Purchase Price, as determined pursuant to Section 2.05, is more than the Final Purchase Price, within two Business Days after the Final Settlement Date, Sellers shall pay to Buyer the amount of such difference, or (b) the Closing Purchase Price, as determined pursuant to Section 2.05, is less than the Final Purchase Price, within two Business Days after the Final Settlement Date, Buyer shall pay to Sellers the amount of such difference, in either event by wire transfer or other immediately available funds to the account notified by Seller Representative or Buyer, as the case may be. If Seller Representative and Buyer are unable to resolve the matters addressed in the Dispute Notice within 210 days after the Closing Date, each of Buyer and Seller Representative shall, within ten Business Days after such deadline, summarize its position with regard to such dispute in a written document of 20 pages or less (exclusive of exhibits) and submit such summaries to a nationally or internationally recognized accounting firm with expertise in the oil and gas industry and that is otherwise reasonably acceptable to and mutually accepted by Buyer and Seller Representative, but who has not worked as an employee or outside counsel or consultant for any Party or its Affiliates during the five year period preceding the arbitration or have any financial interest in the dispute, (the “Accounting Arbitrator”), together with the Dispute Notice, the Final Settlement Statement and any other documentation such Party may desire to submit. Within 30 days after receiving Buyer’s and Seller Representative’s respective submissions, the Accounting Arbitrator shall render a decision choosing either Seller Representative’s position or Buyer’s position with respect to each matter addressed in the Parties’ respective submissions, based on the materials described above. Any decision rendered by the Accounting Arbitrator pursuant hereto shall be final, conclusive and binding on Sellers and Buyer. The costs of such Accounting Arbitrator shall be borne one-half by Buyer and one-half by Sellers. The Accounting Arbitrator shall act as an expert for the limited purpose of determining the specific Final Purchase Price dispute presented to it, shall be limited to the procedures set forth in this Section 2.06, shall not have the powers of an arbitrator, shall not consider any other disputes or matters, and may not award damages, interest, costs, attorney’s fees, expenses or penalties to any Party.

  • Payment of the Purchase Price The Purchase Price shall be paid as follows:

  • Deferred Purchase Price On each Business Day on and after the Final Payout Date, the Servicer, on behalf of the Agent, shall pay to the SPV an amount equal to the Collections of Receivables received by the SPV less the accrued and unpaid Servicing Fee (and the SPV (or the Servicer on its behalf) shall apply such Collections in the manner described in Section 2.14).

  • Subsequent Purchase Price Payments On each Payment Date subsequent to the Closing Date, on the terms and subject to the conditions set forth in this Agreement, the Company shall pay to each Originator the Purchase Price for the Receivables generated by such Originator on such Payment Date:

  • Purchase Price Payment Purchaser shall deliver to SAFEDOX the sum of $5,000 in payment of the 16,667 shares of Common Stock purchased by Purchaser hereunder, a per share price of $.30, which payment shall be delivered as provided in paragraphs VI and VII hereinbelow.

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