Payment of Earn-Out Payment Sample Clauses

Payment of Earn-Out Payment. For each fiscal quarter of Buyer during an Earn-Out Year, Buyer shall pay Sellers the amount, if any, of the Earn-Out Payment due to Sellers for such fiscal quarter, as follows:
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Payment of Earn-Out Payment. Upon the agreement of Buyer and Seller, or the decision of the Accountants, or if Seller does not deliver an Earn-Out Objection within the sixty (60) day period provided in Section 2.8(d), the applicable Earn-Out Statement, as adjusted (if necessary) pursuant to the terms of Section 2.8(e), shall be deemed to be the final Earn-Out Statement for the relevant Earn-Out Period (the “Final Earn-Out Statement”) and shall be deemed to be final and binding on the Parties. Buyer shall pay or cause to be paid the Earn-Out Payment Amount as follows: (i) with respect to Earn-Out Payments payable in cash, such payments shall be paid no later than the ten (10) Business Days following the final determination of the Final Earn-Out Statement, and (ii) with respect to Earn-Out Payments payable in Earn-Out Shares, such shares shall be issued to Seller on the later of (x) sixty (60) days after the date of the audit letter issued to Alkami Parent by its independent auditor with respect to Alkami Parent’s audited financial statements to be included in Alkami Parent’s Form 10-K for the relevant Earn-Out Period and (y) ten (10) Business Days following the final determination of the Final Earn-Out Statement. If any portion of an Earn-Out Payment is payable in cash, such payment shall be paid by wire transfer of immediately available funds to an account as is directed by Seller.
Sample 1
Payment of Earn-Out Payment. Except as otherwise provided herein, any payment of an Earn-Out Payment shall (i) be due (A) within five Business Days of acceptance of the applicable Earn-Out Statement or (B) if there are Disputed Amounts with regard to the Earn-Out Statement, then within five Business Days of the resolution of such Disputed Amounts pursuant to Section 2.5. An Earn-Out Payment shall be allocated among the Selling Members in accordance with the percentages set forth in Recital A and shall be paid by wire transfer of immediately available funds to such accounts as is directed by the Selling Members, provided that at Buyer’s election, Buyer may pay up to 50% of the total Earn-Out Payments by issuing to the Selling Members an aggregate number of shares of Buyer Common Stock equal to such portion of the Earn-Out Payment divided by the Buyer Common Stock Per Share Price as of the date 45 days after the last day of the applicable Earn-Out Period, such shares to be allocated among the Selling Members in accordance with the percentages set forth in Recital A. Each Selling Member agrees that he or she will not distribute any portion of the Earn-Out Payments to any employee or former employee of the Company.
Sample 1
Payment of Earn-Out Payment. For each Earn-Out Period, Parent and Buyer shall pay to Seller the Earn-Out Payment due and payable in accordance with Section 2.6(a), if any, as follows:
Sample 1
Payment of Earn-Out Payment. No later than the tenth Business Day following the Final Earn-Out Determination Date for any Earn-Out Payment, subject to any adjustments pursuant to Section 2.7(f), the Buyer shall pay, or cause to be paid, the amount of the Earn-Out Payment (if positive) for such Earn-Out Period (i) to NewCo (for further distribution to the other Sellers in accordance with their respective Transaction Percentages), (ii) the Company for further distribution to the holders of Options and Transaction Bonus Recipients who are current or former employees of the Company, through the Company’s normal payroll procedures, in accordance with their respective Transaction Percentages, and (iii) holders of Options and Transaction Bonus Recipients who are not current or former employees of the Company, in accordance with their respective Transaction Percentages, in each case, to an account or accounts designated by NewCo, the Sellers’ Representative, or the Company, as applicable; provided, however, that in the case of clauses (ii) and (iii), such Earn-Out Payments shall, in each case, be net of any required Tax withholding. Notwithstanding anything to the contrary contained herein, the aggregate amount of Earn-Out Payment actually paid or payable for all Earn-Out Periods shall not exceed the Maximum Earn- Out Amount. For the avoidance of doubt, if any Earn-Out Payment is negative, the Sellers, holders of Options and Transaction Bonus Recipients shall not owe any amounts to the Buyer. Any amount paid in respect of the Earn-Out Payment pursuant to this Section 2.7(e) shall be treated by the parties as (x) in the case of amounts paid to NewCo, an adjustment to the Initial Purchase Price for Tax purposes, except to the extent of any imputed interest required by the Code and Treasury Regulations and (y) with respect to amounts paid to holders of Options and Transaction Bonus Recipients, compensation, and the Buyer agrees to report such payments for Tax purposes in a manner consistent with foregoing, except to the extent required by a change in applicable Law occurring after the date hereof or pursuant to a final determination within the meaning of Section 1313 of the Code (or any comparable provision of state or local Law). Notwithstanding the foregoing, the Buyer and the Sellers’ Representative acknowledge they may from time to time discuss settling the amount and payment of the Earn-Out Payment prior to any Final Earn-Out Determination Date, in the Buyer’s and the Sellers’ Representativ...
Sample 1
Payment of Earn-Out Payment. For avoidance of doubt, the “Earn-out Payment” means the First Earn-out Payment or Second Earn-out Payment, as applicable, as shown in Buyer’s calculation delivered pursuant to Section 3.4(d), if no Earn-out Objection Notice with respect thereto is duly delivered pursuant to Section 3.4(e)(i); or, if an Earn-Out Objection Notice is delivered, as agreed by Buyer and Seller pursuant to Section 3.4(e)(ii) or in the absence of such agreement, as shown in the Independent Accountant’s calculation delivered pursuant to Section 3.4(e)(ii). Any Earn-out Payment made under this Section 3.4 shall be treated as an adjustment to the Purchase Price for all tax purposes. Buyer shall pay to Seller the amount of the Earn-out Payment, if any, by wire transfer of immediately available funds to the account of Seller specified in writing by Seller within five (5) business days of the earlier of:
Sample 1
Payment of Earn-Out Payment. For each Earn-Out Period, Buyer shall pay Seller (or its designees) the amount, if any, of the Earn-Out Payments due to Seller, as follows:
Sample 1
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Payment of Earn-Out Payment. Each Earn Out Payment for an applicable Earn Out Year that is required to be paid to Seller pursuant to this Section 2.6 shall be paid by or on behalf of Buyer to Seller (or its designee), in the manner set forth in Section 2.6(f) (subject to Buyer’s right of offset if and to the extent applicable under Section 10.4(j)) no later than five (5) Business Days (i) after the date on which Seller accepts in writing, or is deemed to have agreed to, the Buyer Earn Out Statement and the Buyer Calculated Earn Out Payment in accordance with Section 2.6(c) or (ii) if Seller delivers an Earn Out Payment Objections Statement, (A) after the Earn Out Resolution Period with respect to the portion of the Earn Out Payment for such Earn Out Year that is not the subject of dispute at the end of such Earn Out Resolution Period (e.g., if the total Earn Out Payment for such Earn Out Year would be $30,000,000 if all Earn Out Disputed Items were resolved in favor of Seller and $25,000,000 if all Earn Out Disputed Items were resolved in favor of Buyer, the portion of the Earn Out Payment for such Earn Out Year that is not the subject of dispute is $25,000,000), and (B) with respect to the portion (if any) of the Earn Out Payment that is subject to dispute, after the resolution of the relevant Earn Out Disputed Items in accordance with Section 2.6(c).
Sample 1
Payment of Earn-Out Payment. Subject to Section 11.11, the Buyer shall pay the Earn-Out Payment (if any) by wire transfer of immediately available funds in U.S. dollars to such account designated by the Seller within five Business Days after the Final Earn-Out Statement is accepted or finally determined pursuant to Section 2.7(b)(iii).
Sample 1

Related to Payment of Earn-Out Payment

  • 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.

  • 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.

  • 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.

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

  • Payment of Reimbursement Amount To effect the expense reimbursement provided for in this Agreement, the Fund may offset the appropriate Reimbursement Amount against the management fees, Rule 12b-1 fees and/or shareholder servicing fees payable under the Investment Management Agreement, Rule 12b-1 Plan and/or the Shareholder Servicing Agreement. Alternatively, the Reimbursement Amount shall be paid directly by IICO, IDI and/or WISC. Such offset shall be taken, or such direct payment shall be paid, two times per year within 30 days following the date of a Fund’s applicable semi-annual or annual reporting period.

  • Up-Front Payment Connetics shall issue to Genentech upon the Original Closing Date (as defined in the Stock Agreement) shares of Connetics Common Stock (“Original Issuance Shares” as defined in the Stock Agreement) with a fair market value equal to two million dollars ($2,000,000), on the terms and conditions set forth in the Stock Agreement. If, on the Second Closing Date (as defined in the Stock Agreement), the aggregate market value of the Original Issuance Shares (based on the Second Issuance Price (as defined in the Stock Agreement)) is less than four million dollars ($4,000,000), Connetics shall issue to Genentech upon the Second Closing Date the number of additional shares of Connetics Common Stock (the “Second Issuance Shares,” as defined in the Stock Agreement) equal to the lesser of: (i) the number of shares necessary to increase the aggregate market value of the Original Issuance Shares (based on the Second Issuance Price) plus the Second Issuance Shares (based on the Second Issuance Price) to four million dollars ($4,000,000) or (ii) the number of shares necessary to increase the aggregate number of the Company’s shares of Common Stock held by Genentech (exclusive of any shares that Genentech has purchased from parties other than the Company) to 9.9% of the Company’s total outstanding shares of Common Stock as of the close of business on the third trading day before the Second Closing Date, on the terms and conditions set forth in the Stock Agreement. In lieu of all or any portion of the Second Issuance Shares that the Company is obligated to issue to Genentech on the Second Closing Date, the Company may elect to pay Genentech the cash value of such Second Issuance Shares (based on the Second Issuance Price). The Original Closing and the Second Closing of the stock issuances shall take place as described in the Stock Agreement. In the event that Connetics does not issue to Genentech all of the Second Issuance Shares or the cash value of the Second Issuance Shares, Genentech may, in addition to other remedies available to it by law or in equity, immediately terminate this Agreement and the licenses granted to Connetics hereunder. Such termination by Genentech of the Agreement and the licenses hereunder does not discharge Connetics’ obligation to issue all of the Second Issuance Shares or to pay to Genentech the cash value of the Second Issuance Shares. The up-front payment shall not be creditable against any royalty payments owed by Connetics under Sections 8.3 and 8.4 below.

  • Interim Payment Unless the Funding Date for a Loan is the first day of a calendar month, Borrower shall pay the per diem interest (accruing at the Loan Rate from the Funding Date through the last day of that month) payable with respect to such Loan on the first Business Day of the next calendar month.

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

  • Treatment of Installment Payments Each payment of termination benefits under this Agreement shall be considered a separate payment, as described in Treas. Reg. Section 1.409A‑2(b)(2), for purposes of Section 409A of the Code.

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