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. Subject to the remaining Earnout Provisions, no later than 10 Business Days after the end of the Objection Period, Parent will pay, or cause to be paid, subject to Parent’s right to set off Earnout Offset Losses pursuant to Section 8.7(b) of the Agreement, to each Holder its Pro Rata Percentage of the portion of the Earnout Amount that is not in dispute. Subject to the remaining Earnout Provisions, no later than 10 Business Days after the final resolution of any objection raised by the Holder Representative in the Notice of Objection for the Earnout Period at hand, Parent will pay, or cause to be paid, subject to Parent’s right to set off Earnout Offset Losses pursuant to Section 8.7(b) of the Agreement, to each Holder its Pro Rata Percentage of the portion of the Earnout Amount that is finally resolved. For example, if Parent’s Earnout Statement for the 2015 Earnout Period shows a $20 million Earnout Amount as owing, and the Holder Representative’s Notice of Objection claims that a $23 million Earnout Amount is owing, then the $20 million portion of the Earnout Amount will be payable within 10 Business Days after the end of the Objection Period, and the remaining $3 million payment will only be payable if and to the extent it is owed as determined by the dispute resolution procedures set forth in, or incorporated by reference in, this Annex A. Payments that are disputed and ultimately become due will bear interest at a rate equal to the rate of interest from time to time announced publicly by The Wall Street Journal as its prime rate, calculated on the basis of a year of 365 days, from the 10th Business Day after the end of the Objection Period until the date paid in full.
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.
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.
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:
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."
Payment of Earnout Amounts. Section 2.2.5.1 Subject to adjustment pursuant to Section 2.2.5.3, Parent shall pay any Earnout Amount (including any Liquidated Earnout Amount) to each Participating Holder in accordance with its Pro Rata Share in cash within five Business Days following the date that the applicable Earnout Statement for such Earnout Amount becomes binding in accordance with Section 2.2.4, together with interest thereon from the date such payment was required to be made through the date of payment equal to (i) during the first 30 days of such period, the prime rate of Citibank, N.A. in effect on the date such payment was required to be made, and (ii) from and after the 31st day of such period, the prime rate of Citibank, N.A. in effect on the date such payment was required to be made plus 500 basis points.
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. 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. 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)).
