Payment of Estimated Future Payments and Certification of Post-Bonus EBITDA Sample Clauses

Payment of Estimated Future Payments and Certification of Post-Bonus EBITDA. (i) On or before December 15 of each Future Payment Period, the Purchaser and the Seller shall jointly prepare in good faith an estimate of Revenue and Post-Bonus EBITDA for such Future Payment Period based on financial data for the Company as of November 30 of such Future Payment Period. If such estimate shows projected Revenue for such Future Payment Period to be at least 80% of the Aggregate Closing Advisory Revenue Run-Rate, then the Purchaser shall pay to the Seller an amount equal to 80% of the Future Payment that would be payable under Section 2.4(b)(ii) if Post-Bonus EBITDA set forth in such estimate were set forth on the Future Payment Certificate for such Future Payment Period. (ii) As soon as reasonably possible after the preparation of Parent’s audited consolidated financial statements following the end of each Future Payment Period, but in no event later than 90 days after the end of each Future Payment Period, the Purchaser shall prepare (or caused to be prepared) and deliver to the Seller a certificate (each, a “Future Payment Certificate”) setting forth the Purchaser’s calculation, in reasonable detail, of (x) Post-Bonus EBITDA for such Future Payment Period, (y) Revenue for such Future Payment Period, and (z) the amount of the Future Payment, if any, for such Future Payment Period, together with the Company’s income statement with respect to such Future Payment Period prepared in accordance with the Applicable Accounting Principles. (iii) The Seller shall have 20 days from the date on which a Future Payment Certificate is delivered to it (the “Future Payment Review Period”) to review such Future Payment Certificate. The Purchaser shall, and shall cause the Company to, grant to the Seller and its accountants reasonable access to such information as the Seller may reasonably request in connection with such review, including the work papers of the Purchaser and its accountants and the books and records of the Company. If the Seller disagrees with any item or amount shown or reflected on any Future Payment Certificate, the Seller may, on or prior to the last day of such Future Payment Review Period, deliver to the Purchaser a notice of disagreement (a “Future Payment Dispute Notice”) setting forth in reasonable detail each disputed item or amount and the basis for the Seller’s disagreement therewith, together with the Seller’s calculation of Post-Bonus EBITDA, Revenue, and the Future Payment, if any, for the relevant Future Payment Period. If ...
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Related to Payment of Estimated Future Payments and Certification of Post-Bonus EBITDA

  • Incentive Payment 11.3.1 An employer may offer and an employee may accept an early retirement incentive based on the age at retirement to be paid in the following amounts Age at Retirement % of Annual Salary at Time of Retirement 11.3.2 An employer may opt to pay the early retirement incentive in three equal annual payments over a thirty-six (36) month period. 11.3.3 Eligible bargaining unit members may opt for a partial early retirement with a pro- rated incentive.

  • Final Compensation Final Compensation for an employee, who is employed by the State for the first time and becomes a member of CalPERS prior to January 15, 2011, is based on the highest average monthly pay rate during twelve (12) consecutive months of employment. Final Compensation for an employee, who is employed by the State for the first time and becomes a member of CalPERS on or after January 15, 2011, is based on the highest average monthly pay rate during thirty-six (36) consecutive months of employment.

  • Payment and Year-End Adjustment Amounts accrued pursuant to this Agreement shall be payable to the Adviser as of the last day of each month. If necessary, on or before the last day of the first month of each fiscal year, an adjustment payment shall be made by the appropriate party in order that the actual Fund Operating Expenses of a Fund for the prior fiscal year (including any reimbursement payments hereunder with respect to such fiscal year) do not exceed the Maximum Annual Operating Expense Limit.

  • Payment of Compensation Consultant shall submit to City a monthly itemized statement which indicates work completed and hours of Services rendered by Consultant. The statement shall describe the amount of Services and supplies provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the statement. City shall, within 30 days of receiving such statement, review the statement and pay all approved charges thereon.

  • Call Back Compensation (a) Call back is an occasion where an employee has been released from duty and is called back to work prior to his/her normal starting time. On such occasions, the employee’s scheduled or recognized shift shall be made available for work, except that the Agency shall not be obligated to work the employee more than twelve (12) consecutive hours and the employee may choose not to work more than twelve (12) consecutive hours, excluding meal periods, of combined call back time and regular shift time. (b) An employee who is called back to work outside his/her scheduled workshift shall be paid a minimum of the equivalent of two (2) hours pay at the overtime rate of pay computed from when the employee actually begins work. After two (2) hours work, in each call back situation, the employee shall be compensated at the appropriate rate of pay for time worked. (c) This provision does not apply to telephone calls at home or overtime work which is essentially a continuation of the scheduled workshift.

  • Incentive Payments The Settlement Fund Administrator will treat incentive payments under Section IV.F on a State-specific basis. Incentive payments for which a Settling State is eligible under Section IV.F will be allocated fifteen percent (15%) to its State Fund, seventy percent (70%) to its Abatement Accounts Fund, and fifteen percent (15%) to its Subdivision Fund. Amounts may be reallocated and will be distributed as provided in Section V.D.

  • Bonus Amount For purposes of this Agreement, "Bonus Amount" shall mean the greater of (a) the target annual bonus payable to the Executive under the Incentive Plan in respect of the fiscal year during which the Termination Date occurs or (b) the highest annual bonus paid or payable under the Incentive Plan in respect of any of the three full fiscal years ended prior to the Termination Date or, if greater, the three (3) full fiscal years ended prior to the Change in Control.

  • Annual Performance Bonus During the Employment Term, the Executive shall be entitled to participate in the STIP, with such opportunities as may be determined by the Chief Executive Officer in his sole discretion (“Target Bonuses”), and as may be increased (but not decreased, except for across-the-board reductions generally applicable to the Company’s senior executives) from time to time, and the Executive shall be entitled to receive full payment of any award under the STIP, determined pursuant to the STIP (a “Bonus Award”).

  • Annual Incentive Payment The Executive shall participate in the Company's Management Incentive Plan (or such alternative, successor, or replacement plan or program in which the Company's principal operating executives, other than the Chief Executive Officer, generally participate) and shall have a targeted incentive thereunder of not less than $240,000 per year; provided, however, that the Executive's actual incentive payment for any year shall be measured by the Company's performance against goals established for that year and that such performance may produce an incentive payment ranging from none to 200% of the targeted amount. The Executive's incentive payment for any year will be appropriately pro-rated to reflect a partial year of employment.

  • Consideration for Performance The consideration to be paid to the Contractor under this Agreement will be compensation for all the Contractor’s expenses incurred in the performance of this Agreement, unless otherwise expressly provided.

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