Payment of Earnout Payments. 1.1 Purchaser shall pay the Earnout Payments required by Sections 4.1.2 and 4.1.3 of the Purchase Agreement, subject to the terms, conditions and limitations of such sections; provided, however, that anything else in this Agreement or the Purchase Agreement notwithstanding, the Earnout Payments may accrue but shall not be payable in cash either (x) during the period of the continuance of any event of default under UniTek’s senior loan agreements or (y) during any period when UniTek and its subsidiaries shall, both immediately prior to and after giving effect to any such payment, have amounts available under their revolving credit facilities, less the amount of outstanding trade payables of UniTek and its subsidiaries that are more than 60 days past due (both calculated based on the time of payment and on a five-day average), of less than $15,000,000, provided that such accrued Earnout Payments shall be immediately due and payable in cash within five (5) business days of the expiration of the circumstances described in subsection (x) and (y), as applicable, of this Section 1.1 (and the failure to make such payment within such five business day period shall be an “Event of Default” hereunder). The amount of any Earnout Payment not paid when originally due pursuant to the Sections 4.1.2 and 4.1.3 of the Purchase Agreement will increase by an amount equal to 10% per annum from such original due date until paid or converted into UniTek Common Stock (i.e. if the Initial Earnout Payment is not paid on December 31, 2012 then the Earnout Payment due on December 31, 2012 will begin to increase by an amount equal to 10% per annum from December 31, 2012 until paid or converted into UniTek Common Stock).
Payment of Earnout Payments. If, following the procedures set forth in Section 1.12(a) through Section 1.12(d), any Earnout Payment is determined to be payable pursuant to the applicable Year-End Earnout Statement, Parent shall, within thirty (30) days following the completion of its independent accounting audit for the applicable Earnout Period (but in no event later than March 31, 2017, with respect to 2016 Earnout Period, and March 31, 2018, with respect to the 2017 Earnout Period), pay or cause such Earnout Payment to be paid to the Equityholders’ Representative for the account of each Equityholder; provided, however, that:
Payment of Earnout Payments. Newco shall pay each Earn Out Payment to the Company by wire transfer of immediately available funds within thirty (30) days of the final determination of EBITDA pursuant to Section 1.8(a).
Payment of Earnout Payments. Subject to the terms and conditions of this Agreement, including this Section 1.8, in addition to the consideration payable pursuant to Section 1.7, Parent shall pay or cause to be paid to the Company Holders, or, where applicable, to the 102 Trustee, by wire transfer of immediately available funds, in respect of:
Payment of Earnout Payments. (a) The Buyer shall notify the Sellers within fifteen (15) Business Days after achievement of each of the two Milestone Events (each such notice, a Milestone Notice). Within forty-five (45) calendar days following a Milestone Notice, the Buyer shall pay
Payment of Earnout Payments. Subject to the terms and conditions of this Section 2.12, Seller may be entitled to receive, as additional consideration for the Purchased Assets and assumption of the Assumed Liabilities, an amount in cash equal to the amount, if any, of the Earnout Payments that become payable in respect of the 2020 Earnout Period or 2021 Earnout Period pursuant to this Section 2.12.
Payment of Earnout Payments. For purposes of this Agreement, the Earnout Payments will be calculated and paid based on rolling 12-month Earnout Periods commencing as of the Cutoff Date and ending on the first anniversary of such date, and thereafter on consecutive 12 month periods or, during the third Earnout Period, until the third anniversary of the day immediately prior to the Cutoff Date. Earnout Payments due pursuant to this Agreement will be remitted by Buyer to the Paying Agent, to be distributed to the Holders in accordance with the Ownership Schedule, on the following schedule: 90% of the estimated cumulative quarterly Earnout Payment for the preceding fiscal quarter will be paid to the Shareholder Representative no later than 60 days following the end of the first (i.e. October 31), second (i.e., January 30) and third (i.e., April 30) quarters, except for the third quarter payment in the last year of the Earnout Period (which, for the avoidance of doubt, shall be paid on the Last Payment Date). No later than 90 days following the end of each year during the Earnout Period (i.e., July 31) or, in the case of the third Earnout Period, the third anniversary of the day immediately prior to the Cutoff Date (the “Last Payment Date”), a final payment in an amount that represents 100% of the actual Earnout Payment due and not previously paid pursuant to this Section 2.12(b) for that year, or portion thereof, will be made to the Shareholder Representative for distribution to the Holders on a pro rata basis in accordance with the Ownership Schedule by wire transfer of immediately available funds to an account designated by the Shareholder Representative; provided, however, that if the estimated Earnout Payments paid to the Paying Agent (on behalf of the Holders) exceed the actual Earnout Payments due to the Paying Agent (on behalf of the Holders) for any year during the Earnout Period (such excess, the “Earnout Excess”), the Buyer shall be entitled to offset the Earnout Excess against any succeeding portion of the Earnout Payment.
Payment of Earnout Payments. Any Earnout Payment required to be paid under this Agreement shall be paid by wire transfer to an account of the Company designated by the Company to Buyer in writing. Notwithstanding anything to the contrary set forth herein, at any time during the Earnout Period, Buyer may pay the Company the net present value (based on an annual discount rate of ten percent (10%)) of the difference between (i) Four Million Thirty-Five Thousand Dollars ($4,035,000) and (ii) the sum of (x) the Initial Payment and (y) the aggregate amount of Earnout Payments paid to the Company as of the date of such payment, in full satisfaction of all payment obligations of Buyer under this SECTION 2.4.
Payment of Earnout Payments. The portion of any Earnout Payment that is treated as interest for federal tax purposes shall be computed under Treasury Regulation Section 1.1275-4(c)(4) (the "Earnout Interest Portion"). Each Earnout Payment to an Earnout Payee may be paid in Itron Common Shares (the "Earnout Stock Portion"), cash (the "Earnout Cash Portion"), or both in the sole discretion of Itron, provided, however, that before all or any portion of an Earnout Payment may be paid in Itron Common Shares, Itron shall provide to the Shareholders' written notice of Itron's intent to pay in Itron Common Shares, including the percentage portion of the Earnout Payment that Itron will pay in Itron Common Shares, with such notice to be provided at least twenty-six (26) trading days prior to the date Itron delivers to the Shareholders' Representatives the written calculation of the RER Revenue and the Earnout Payments, if any, pursuant to Section 3.2(a). The amount of Itron Common Shares to be paid to the respective Earnout Payee as the Earnout Stock Portion, if any, on each occasion shall be that number determined by dividing (A) the Earnout Stock Portion, by (B) the average Closing Price on the twenty (20) trading days prior to the fifth (5th) trading day preceding the day that Itron delivers to the Shareholders' Representatives the written calculation of the RER Revenue and the Earnout Payments, if any, pursuant to Section 3.2(a). The Earnout Cash Portion, if any, shall be paid by Itron by certified check or wire transfer of immediately available funds to accounts specified by the respective Earnout Payee, the form of delivery of such payment to be at the sole discretion of Itron. The Earnout Stock Portion, if any, shall be delivered to the Earnout Payees in Itron Common Shares. By no later than the earlier of (i) the date that any Earnout Payment becomes due and (ii) the thirty-first (31st) day of March following the applicable Earnout Period for which such Earnout Payment has become due, as a condition to paying a portion of the Earnout Payment in Itron Common Shares, Itron shall have prepared and filed with the SEC a registration statement on Form S-3 or any future equivalent form under the Securities Act, and any necessary amendments or supplements thereto, for the registration and resale of any Itron Common Shares issuable as the Earnout Stock Portion of such Earnout Payment. Itron shall also take such reasonable actions (other than qualifying to do business in any jurisdiction in which...
Payment of Earnout Payments
