Payment of Earn-Out Amounts Sample Clauses

Payment of Earn-Out Amounts. As soon as practicable after receiving from Acquiror any Earn-Out Amount to be distributed to the Securityholders, but in any event, within five (5) Business Days following receipt thereof, the Paying Agent shall distribute any such Earn-Out Amount in accordance with the Closing Payment Certificate.
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Payment of Earn-Out Amounts. On or before the thirtieth (30th) calendar day after each Earn-Out Date of Final Determination, Buyer shall deliver to Company an amount equal to one fourth (1/4) of the difference between (i) the applicable Earn-Out Amount (if any), minus (ii) any portion of such Earn-Out Amount previously paid by Buyer to Company pursuant to the last sentence of Section 3.7(e), above; and on or before each of the next three (3) successive three (3) month anniversaries of such Earn-Out Date of Final Determination, Buyer shall deliver to Company an amount equal to the difference between (i) one fourth (1/4) of the applicable Earn-Out Amount (if any), minus (ii) any portion of such Earn-Out Amount previously paid by Buyer to Company pursuant to the last sentence of Section 3.7(e), above.
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Payment of Earn-Out Amounts. Payment of earn-out amounts hereunder, if any, for any Applicable Earn-Out Period will be made by Buyer to Seller within 30 days after the Applicable Buyer's Calculation has been delivered to Seller and any disputes with respect thereto have been resolved, subject to offset for (a) indemnification claims as set forth in Section 6.04, and (b) other liabilities of Member to Buyer from time to time, whether arising as a result of this Agreement or otherwise.
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Payment of Earn-Out Amounts. Each Earn-Out Amount shall be payable, on the earlier of the date the corresponding Earn-Out Revenue target reflected in Section 4.3(a) has been realized or the date that is 60 days following the expiration of the Earn-Out Period, by issuance of common shares of Sphere 3D (the “Earn-Out Shares”) at an ascribed price equal to either (i) the twenty (20) trading day weighted average closing market price of common stock of Sphere 3D as quoted on the TSXV (or such other stock exchange or quotation system where the majority of its common shares trade) for the period ending on the date the Earn-Out Amount was achieved (“Earn-Out Share Price”) or (ii) at the sole option of the Purchaser, the Purchaser can elect to pay all or any part of the Earn-Out Amount in cash; provided, however, that any undisputed adjustments or set-offs for uncollected Earn-Out Revenue as determined in accordance with Section 4.3 shall first be deducted from the immediately following Earn-Out Amount due and payable and then as against the Holdback Shares; and, provided further, any and all of Purchaser’s rights to make adjustments or set-offs in accordance with Section 4.3 shall cease and terminate upon payment of the final Earn-Out Amount (net of all applicable undisputed setoffs or adjustments relating to previously paid Earn-Out Amounts).
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Payment of Earn-Out Amounts. (a) Any Securityholder Net Earn-Out Amount shall be payable to the Securityholder in an amount per Securityholder equal to the product of the Earn-Out Consideration Per Share multiplied by such Securityholder’s number of Fully Diluted Shares as set forth on the Closing Allocation Schedule (the “Individual Securityholder Net Earn-Out Amount”). Any COP Net Earn-Out Amount shall be payable to the COP Participants ratably in accordance with their Pro Rata COP Share as set forth on the Closing Allocation Schedule.
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Payment of Earn-Out Amounts. Provided the Company has furnished satisfactory proof to Purchaser of its achievement of the Revenue Thresholds and EBIDTA Thresholds for Year 1 and Year 2, respectively, Purchaser shall make the applicable Year 1 Earn-Out Payment within three and one-half (3½) months after the end of Year 1, and the applicable Year 2 Earn-Out Payment within three and one-half (3½) months after the end of Year 2. The Earn-Out Payments allocable to the Bonus Pool shall be made to the Employees pursuant to the Incentive Plan as set forth in Section 3.2 below.
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Payment of Earn-Out Amounts. Buyer shall deliver to Company an amount equal to one fourth (1/4) of the applicable Earn-Out Amount on or before the later of (i) the thirtieth (30th) calendar day after each Earn-Out Date of Final Determination, and (ii) the ninetieth (90th) calendar day after the end of the applicable Earn-Out Period; and on or before each of the next three (3) successive three (3) month anniversaries of such Earn-Out Date of Final Determination, Buyer shall deliver to Company an amount equal to one fourth (1/4) of the applicable Earn-Out Amount. Provided, however, in the event any portion of an Earn-Out Amount payment is submitted to a CPA Firm as provided in Section 3.8 or is otherwise in dispute: (1) an amount equal to one fourth (1/4) of the applicable Earn-Out Amount which is not in dispute will be paid on the ninetieth (90th) calendar day after the end of the applicable Earn-Out Period; and (2) the remainder of the applicable Earn-Out Amount which is not in dispute will be paid on or before each of the next three (3) month anniversaries of the initial payment date as set forth in Section 3.5(g)(1) and consistent with the payment schedule as set forth in the first sentence of this Section 3.5(g). Notwithstanding the foregoing, it is contemplated that Company may distribute substantially all of its assets following the Closing, in which case, upon written notice from Company to Buyer, Buyer shall make all payments owed to Company by Buyer directly to Xxxxx and Xxxxx as directed by Company. The payment of any Earn-Out Amount to the Members pursuant to the foregoing sentence shall be deemed hereunder to be the delivery of such Earn-Out Amount to Company as part of the Buyer’s payment obligations set forth in this Agreement; provided, however, that Company and the Members shall indemnify and hold Buyer harmless from and against any and all Claims relating to the delivery of any Earn-Out Amount to the Members as directly by Company hereunder.
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Payment of Earn-Out Amounts. Within the thirtieth (30th) calendar day after an Earn-Out Period, Buyer will deliver to Company the applicable Earn-Out Amount in accordance with the terms and conditions of this Section 3.7. With respect to the First Earn-Out Period, Buyer will deliver to Company the applicable Earn-Out Amount within 30 days of the date of this amendment. Stock certificates representing shares of Buyer Stock will contain commercially reasonable legends regarding transfer restrictions pursuant to Rule 144 under the Securities Act.
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Payment of Earn-Out Amounts 
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Related to Payment of Earn-Out Amounts

  • Earn-Out Payments (i) Promptly, but in any event within five (5) Business Days, after the Escrow Agent’s receipt of joint written instructions (“Earn-Out Payment Instructions”) from the DT Representative (on behalf of Purchaser) and the Seller Representative that for any Earn-Out Year there has been a final determination in accordance with Section 2.2 of the Share Exchange Agreement (but subject to Sections 2.4 and 2.5 of the Share Exchange Agreement) with respect to the Earn-Out Payment for such Earn-Out Year or the Alternative Earn-Out Payment (the date that the Escrow Agent receives Earn-Out Payment Instructions with respect to any Earn-Out Year, an “Earn-Out Release Date”), the Escrow Agent shall distribute Escrow Property from the Escrow Account in accordance with such Earn-Out Payment Instructions (A) to the Sellers in an amount equal to the Earn-Out Payment (excluding for the avoidance of doubt, the amount of any Accrued Dividends payable by the Purchaser separate from the Escrow Account) less the sum of (I) the Reserved Amount (as defined below) as of the date of such payment, and (II) the amount of any Indemnification Claims that have been paid from the Escrow Account prior to such time but have not previously been used to reduce the amount of any prior Earn-Out Payment (but net of any prior Earn-Out Payments that have not yet been paid and are still being retained in the Escrow Account as of such time for Indemnification Claims that are still Pending Claims as of such time), up to a maximum amount equal to such Earn-Out Payment, and (B), after the last Earn-Out Year only, to Purchaser any portion of any Earn-Out Payments that were not earned by the Sellers in accordance with the Share Exchange Agreement. For the determination of the Escrow Shares to be withheld for the Reserved Amount, the Escrow Shares shall be valued at the Purchaser Share Price as of the applicable Earn-Out Release Date.

  • Payment of Earnings The Borrower undertakes with each Creditor Party to ensure that throughout the Security Period (subject only to provisions of the relevant General Assignment), all the Earnings of each Ship are paid to the Earnings Account for that Ship.

  • Earn-Out Payment As part of the Consideration, the Acquirer shall cause the REIT to pay to the Contributor (or its designee), within sixty (60) days after the "Calculation Date" (as defined below), an amount equal to the Earn-Out Payment (as calculated below); provided, however, that the amount of the Earn-Out Payment shall not exceed $1,800,000. If during the period beginning on the date on which the Project is open for business and available for use by paying overnight guests and ending on the date which is thirty-six (36) full calendar months after the last day of the month in which such opening date occurs (the "Calculation Date") the cumulative "Operating Profit" for the Project (as that term is defined in that certain Management Agreement to be entered into as of Closing (the "Management Agreement") between the TRS Affiliate (as defined below) and Crestline Hotels & Resorts, Inc.) is more than $9,500,000, then the Earn-Out Payment shall be equal to fifty percent (50%) of the difference between (a) the actual amount of the cumulative Operating Profit (as of the Calculation Date) for such 3-year period, and (b) $9,500,000. In the event the cumulative Operating Profit for such 3-year period is $9,500,000 or less, then no Earn-Out Payment shall be payable. If the Contributor is entitled to the Earn-Out Payment pursuant to this Section 1.3, then the Contributor (or its designee) shall receive the Earn-Out Payment in the form of Units, provided the Contributor (or its designee) continues to be an "accredited investor" as described herein. The number of Units delivered to the Contributor (or its designee) shall be equal to the calculated amount of the Earn-Out Payment divided by the average closing price per Common Share of the REIT for the twenty (20) trading days immediately preceding the Calculation Date.

  • Earnout Payments (a) The terms below shall have the following respective meanings for the purposes of this Section 2.3:

  • Earnout Payment In addition to the Closing Payment Shares, if Madhouse meets certain performance requirements during a three-year performance period ending December 31, 2022 as set forth on Schedule II (the “Earnout Provisions”), then the Purchaser shall make the one-time payment (the “Earnout Payment”) determined in accordance with the Earnout Provisions, payable to the Seller and the long-term incentive plan (described below). As set forth in more detail in, and subject to, the Earnout Provisions, the Earnout Payment will be made in the form of (a) the Purchaser issuing to the Seller additional Purchaser Common Shares (the “Earnout Payment Shares”) in the amount calculated pursuant to the Earnout Provisions, (b) a cash payment, (c) a subordinated promissory note issued by the Purchaser to the Seller, or (d) a combination of the foregoing payment methods. The Earnout Payment shall be made by the Purchaser within five (5) Business Days after a final determination of payment due to the Seller pursuant to this Section 3.1. The Purchaser hereby covenants and agrees to perform its obligations set forth in the Earnout Provisions and to maintain the highest number of Purchaser Common Shares potentially issuable under the terms of the Earnout Provisions (which number shall not be less than 22,200,000) available for issuance with respect to Earnout Payment Shares without any restriction or limitation thereof, at all times after the Closing until all of the payment obligations set forth in the Earnout Provisions have been satisfied or have expired. The amount of the Earnout Payment (i) is subject to reduction as set forth in the Earnout Provisions and Article VIII and, (ii) as set forth in the Earnout Provisions, has been partially and irrevocably assigned by Seller to fund a long-term incentive plan to be established for the benefit of designated individuals employed by or associated with the Group Company business, in a manner that shall be determined in Seller’s discretion, provided that Seller shall not receive any portion of such assigned Earnout Payment.

  • Earn-Out Nothing in this Agreement shall affect Executive's right to Earn-Out payments under the Stock Purchase Agreement.

  • Minimum Monthly Principal Payments Amortizing payments of the aggregate principal amount outstanding under this Note at any time (the “Principal Amount”) shall begin on December 1, 2004 and shall recur on the first business day of each succeeding month thereafter until the Maturity Date (each, an “Amortization Date”). Subject to Article 3 below, beginning on the first Amortization Date, the Borrower shall make monthly payments to the Holder on each Repayment Date, each in the amount of $187,500, together with any accrued and unpaid interest to date on such portion of the Principal Amount plus any and all other amounts which are then owing under this Note, the Purchase Agreement or any other Related Agreement but have not been paid (collectively, the “Monthly Amount”). Any Principal Amount that remains outstanding on the Maturity Date shall be due and payable on the Maturity Date.

  • Additional Payment (a) If, notwithstanding the provisions of Section 8(a)(ii), but subject to subsection (b), it is ultimately determined by a court or pursuant to a final determination by the Internal Revenue Service that any portion of Total Payments is subject to the tax (the "Excise Tax") imposed by Section 4999 of the Code (or any successor provision), then the Company shall pay to the Executive an additional amount (the "Gross-Up Payment") such that the net amount retained by the Executive after deduction of any Excise Tax and any interest charges or penalties in respect of the imposition of such Excise Tax (but not any federal, state or local income tax) on the Total Payments, and any federal, state and local income tax and Excise Tax upon the payment provided for by this Section 23 shall be equal to the Total Payments. For purposes of determining the amount of the Gross-Up Payment, the Executive shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation in the calendar year in which the Gross-Up Payment is to be made and state and local income taxes at the highest marginal rates of taxation in the state and locality of the Executive's domicile for income tax purposes on the date the Gross-Up Payment is made, net of the maximum reduction in federal income taxes that could be obtained from deduction of such state and local taxes.

  • Additional Payments Any sums expended by Agent or any Lender due to any Borrower’s failure to perform or comply with its obligations under this Agreement or any Other Document including any Borrower’s obligations under Sections 4.2, 4.4, 4.12, 4.13, 4.14 and 6.1 hereof, may be charged to Borrowers’ Account as a Revolving Advance and added to the Obligations.

  • Amortization Payments The Company shall make three payments (each an “Amortization Payment”) as follows: on the six-month anniversary of the Original Issue Date, on the seven-month anniversary of the Original Issue Date, and on the Maturity Date (each such date a “Payment Date”), provided that if any Payment Date is not a Business Day, then the applicable payment shall be due on the next succeeding Business Day. Each Amortization Payment shall be equal to one-third of the original principal amount of the Note, plus all accrued interest thereon as of the Payment Date, as adjusted pursuant to Section 2(c) below. At the Holder’s option (except as set forth herein), payment may be made in cash or in duly authorized, validly issued, fully paid and non-assessable shares of Common Stock, provided the Company complies with the Equity Conditions provided in Section 2(d), below.

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