Payment of Earnout Amounts. With respect to each Earnout Measurement Period, the Purchaser shall pay the Earnout Amount (if any) by wire transfer of immediately available funds to one or more bank accounts designated in writing by the Seller Representative within five (5) Business Days following the date that the Earnout Amount for such Earnout Measurement Period becomes final and binding in accordance with Section 2.2 (Earnout Statement Dispute Resolution), together with interest on any portion of the Earnout Amount that was not reflected in Purchaser’s Earnout Statement but was agreed by the parties or finally determined by the Arbitrator. Such interest shall accrue from the date that is five (5) Business Days after delivery of the Objections Statement until the date of payment, at a rate equal to the prime rate of Citibank, N.A. in effect on the accrual commencement date.
Payment of Earnout Amounts. Within fifteen (15) Business Days following the final determination of the applicable Earnout Statement, Buyer shall pay to each Member, such Member’s Earnout Percentage of any Current Year Payment in respect of such Earnout Period and any Catch-Up Payments to be paid upon payment of such Current Year Payment, in each case as indicated on such Earnout Statement, such payments (in the aggregate, the “Due Amount”) to be paid by wire transfer of immediately available funds to an account designated by such Member, subject to Buyer’s right of offset set forth in Article X. Notwithstanding anything in this Agreement to the contrary, in no event shall Buyer be obligated to pay more than an aggregate of $100,000,000 in a given calendar year (exclusive of interest payable pursuant to this Section 2.5(c)) in respect of Due Amounts (such limitation, the “Annual Payment Limitation”). To the extent that any Due Amount (or previously Deferred Due Amount) is not required to be paid as a result of the Annual Payment Limitation (such unpaid amount, a “Deferred Due Amount”), such Deferred Due Amount shall instead be become payable by Buyer: (i) when Due Amounts are payable in the succeeding calendar year pursuant to this Section 2.5(c), subject to the Annual Payment Limitation for that year; or (ii) if there are no Due Amounts for the next succeeding calendar year, March 1 of such year, subject to the Annual Payment Limitation for that year. Deferred Due Amounts will accrue interest, compounded annually, from the date they would have been payable but for the operation of the Annual Payment Limitation pari passu with similar obligations of Buyer and at the same interest rate then borne by Buyer’s term debt under its credit facility; provided, that, if there is a default by Buyer of the payment obligations of this Section 2.5(c), then, without limiting any of the Members’ remedies herein, the applicable interest rate shall be the same interest rate as market unsecured borrowing rates. Such interest will become payable to each Member in accordance with its Earnout Percentage when the underlying Deferred Due Amount is payable, but, in any event, no less frequently than annually. Buyer agrees that the Deferred Due Amount and interest accrued thereon shall not be subordinated to any debt obligations of Buyer other than Buyer’s senior secured credit facility. For Tax purposes, the parties shall treat the payment of any Earnout Amount as an adjustment to the purchase price, except ...
Payment of Earnout Amounts. (a) If the Earnout A Milestone is achieved and the Earnout A Amount has become final and binding in accordance with Section 2.3, then the Purchaser shall pay an amount in cash equal to $25,000,000 minus any amounts offset against payment obligations of the Seller pursuant to, and subject to the terms and conditions of, Section 9.4(e) of the Purchase and Sale Agreement (the “Earnout A Amount”), by wire transfer of immediately available funds to one or more bank accounts designated in writing by the Seller on the later of (i) December 31, 2019 and (ii) the date that is five (5) Business Days following the date that the Earnout A Amount has become final and binding in accordance with Section 2.3.
(b) If the Earnout B Milestone is achieved and the Earnout B Amount has become final and binding in accordance with Section 2.3, then the Purchaser shall (i) pay an amount in cash equal to $23,250,000 by wire transfer of immediately available funds to one or more bank accounts designated in writing by the Seller (which for avoidance of doubt, may include payment of a portion of such amount to certain employees of the Company Group through the Purchaser’s payroll system) no later than three (3) Business Days prior to the applicable payment date, and (ii) subject to Section 2.5(b), issue to the Seller a number of Purchaser Shares (rounded up to the nearest whole share) equal to the quotient obtained by dividing (A) $1,750,000 by (B) the Purchaser Share Price (clause (i) and (ii), collectively, the “Earnout B Amount”), minus any amounts offset against payment obligations of the Seller pursuant to, and subject to the terms and conditions of, Section 9.4(e) of the Purchase and Sale Agreement, on the date that is five (5) Business Days following the date that the Earnout B Amount has become final and binding in accordance with Section 2.3.
Payment of Earnout Amounts. (i) Unless the Earnout Acceleration Payment has previously been paid pursuant to Section 2.17(f)(ii), Buyer shall, on or prior to the third (3rd) Business Day after the final determination of the Earnout Payment pursuant to Section 2.17(b)(i), pay or cause to be paid to Sapphire (for the benefit of the Sellers) the Earnout Payment in cash by wire transfer of immediately available funds to such account or accounts of Sapphire or its designee(s) as may be designated by Sapphire in writing at least two Business Days prior to such payment.
(ii) Buyer shall, prior to or on the closing date of any Earnout Acceleration Event (provided that if the Earnout Acceleration Event is prior to the Principal Closing Date, such payment shall be made at the Principal Closing), pay or cause to be paid to Sapphire the Earnout Acceleration Payment in cash by wire transfer of immediately available funds to such account or accounts of Sapphire or its designee(s) as may be designated by Sapphire in writing at least two Business Days prior to such payment.
Payment of Earnout Amounts. The payments defined in subparagraphs (i) through (v) above are independent of each other, i.e. each one of these payments, or part thereof, shall be made if the conditions defined for such payment are met pursuant to art. 2.2.2 and the respective Schedules, independent of whether the conditions for the other payments are met or not. The earnout payments shall be made as follows:
(i) to the Company for payment to the Option Holders: 5.35% (details of such calculation are attached as Schedule 2.2.2.b) of the respective earnout payment, plus the social security contributions as listed in Schedule 6.1.
(ii) to the Escrow Agent on behalf of the Sellers: the amount remaining of the respective earn-out payment (i.e. the respective earnout payment less the amount set out in art. 2.2.2b(i) above). The earnout amounts described in subparagraphs (iii) and (v) and the revenue related part of subparagraph (iv) above shall be paid by the Purchaser within 5 Business Days after the Computation has become final and binding for the Parties, and the earnout amounts described in subparagraphs (i), (ii) and the non-revenue related part of subparagraph (iv) shall be paid by the Purchaser within 7 Business Days after the earlier of (i) Acceptance, or Final Acceptance as applicable, as defined in the respective Schedule, or, in the absence of such Acceptance or Final Acceptance respectively, after having been (ii) finally agreed upon or (iii) finally decided based on a binding court decision, as defined in the respective Schedule, all as follows: In case prior to or at the date an earnout payment becomes due, Purchaser has
(a) obtained a final and binding court decision or decisions against one or more of the Sellers approving a claim or claims of the Purchaser in certain amounts (together the “Amount Approved”), or
(b) filed a claim or claims against one or more of the Sellers with the Commercial Court in certain amounts (together “Amount Claimed”), if and to the extent the funds in the Escrow Account Retention—general less the amount of any other claim based on a Claim Notice as defined in the Escrow Agreement (the “Available Escrow Amount”) amounts to less than the Amount Approved and/or the Amount Claimed, the difference between the Amount Approved and/or the Amount Claimed and the Available Escrow Amount, shall (i) in case of an Amount Approved be set-off against the earnout payment due and retained by the Purchaser, and (ii) in case of an Amount Claimed, the earnout amount...
Payment of Earnout Amounts. 7 1.7 Corporate Governance During Earnout Period..................................................... 7 1.8 Acquisitions or Sale of the Company............................................................ 10 1.9 Closing........................................................................................ 10 1.10
Payment of Earnout Amounts. Within the later of (i) one hundred twenty (120) days from the end of each Earnout Period, or (ii) if applicable, fifteen (15) days of the decision by the designated accountant pursuant to Section 1.5 with respect to such Earnout Period, the Buyer shall pay to each of the Sellers in cash the amount equal to the product of (x) the aggregate Earnout Amount payable for such Earnout Period as determined above, times (y) such Seller's Participating Percentage.
Payment of Earnout Amounts. Within the later of (i) one hundred twenty (120) days from the end of each Earnout Period, or (ii) if applicable, fifteen (15) days of the decision by the designated accountant pursuant to Section 1.5 with respect to such Earnout Period, the Buyer shall pay to each of the Sellers and Payees in cash the amount equal to the product of (x) the aggregate Earnout Amount payable for such Earnout Period as determined above, times (y) such Seller's or Payee's Cash Participating Percentage."
8. Amendment to Sections 1.8(c) and (d). Sections 1.8(c) and (d) of the Agreement are hereby amended to read as follows:
Payment of Earnout Amounts. Within fifteen (15) Business Days following the final determination of the applicable Earnout Statement, subject to Buyer’s right of offset set forth in Section 8.6, Buyer shall pay to each Principal such Principal’s Earnout Percentage of (i) any Current Period Payment in respect of such Earnout Period and any Catch-Up Payments to be paid upon payment of such Current Period Payment, or (ii) any Final Catch-Up Payment in respect of the Final Catch-Up Earnout Period, as applicable, in each case as indicated on such Earnout Statement, such payments to be paid by wire transfer of immediately available funds to an account designated by such Principal. If there is a default by Buyer of the payment obligations of this Section 1.5(g), then, without limiting any of the Principals’ remedies herein, the applicable interest rate shall be the same interest rate as market unsecured borrowing rates. Such interest will become payable to each Principal in accordance with its Earnout Percentage no less frequently than annually. For Tax purposes, the parties shall treat the payment of any Earnout Amount as an adjustment to the purchase price, except to the extent required by Section 483 or 1274 of the Code.
Payment of Earnout Amounts. No later than thirty (30) days following the date on which an Earnout Statement becomes final and binding upon the parties in accordance with the terms of this Section 2.06 (each such date, an “Earnout Determination Date“), (i) if the Equity Earnout Shares are earned in accordance with this Section 2.06, the Buyer shall issue the Equity Earnout Shares to the Equity Earnout Holders, and (ii) if the Cash Earnout Amount is earned in accordance with this Section 2.06, the Buyer shall pay the Cash Earnout Amount to the Cash Earnout Holders, in each case of clause (i) and (ii), in accordance with each respective Earnout Holder’s distribution proportion as set out in Exhibit E (subject to any change thereto as set forth in Section 2.06(b)).
