Payment of Milestone Payment. Parent Holdco will duly deposit or cause to be deposited with the Rights Agent, on or prior to the Milestone Payment Date, the Milestone Payment to be made to the Holders in accordance with the terms of this Agreement. Such amounts shall be considered paid on the Milestone Payment Date if on such date the Rights Agent has received in accordance with this Agreement money sufficient to pay all such amounts then due.
Payment of Milestone Payment. (i) Within three (3) Business Days after the Milestone Period Income Statement and the Milestone Period EBITDA Calculation have become final, conclusive and binding upon the parties in accordance with the provisions of Sections 2.5(b) or Section 2.5(c) (such date being the “Milestone Payment Date”), if the Milestone Period EBITDA is equal to or greater than Eight Million Dollars ($8,000,000) (the “Milestone Period Threshold”), then Buyer shall pay or cause to be paid to the Seller Representative, on behalf of the unitholders of the Seller (as determined as of immediately prior to the Effective Time), an amount (which shall not be less than zero) equal to fifty percent (50%) of the amount, if any, by which the Milestone Period EBITDA exceeds the Milestone Period Threshold (the “Milestone Payment”).
(ii) Notwithstanding the foregoing, in no event shall the Milestone Payment exceed Twenty-Five Million Dollars ($25,000,000).
(iii) Buyer acknowledges, covenants and agrees that the obligation to pay the Milestone Payment, if any, on the Milestone Payment Date is absolute and unconditional and in no event shall Buyer or any other party be entitled to withhold, set-off and otherwise apply any portion of the Milestone Payment against any other obligation or amount due or claimed due to Buyer, the Company Group or any of their Affiliates. In the event that the Milestone Payment, if any, is not paid on the Milestone Payment Date, interest on the unpaid amount of the Milestone Payment shall accrue on a daily basis and compound annually at the rate of fifteen percent (15%) per annum. Buyer shall reimburse the Seller Representative for all costs reasonably incurred incident to the collection of the Milestone Payment after the Milestone Payment Date.
Payment of Milestone Payment. Each Milestone described in Section 2.3(a) above may be achieved only once and each Milestone Payment shall be due only once, if at all. For the avoidance of doubt, in no event shall UT be obligated to pay more than Four Hundred Million US Dollars ($400,000,000) for Milestone Payments in the aggregate. UT shall notify Arena of the achievement of a Milestone in Section 2.3(a) within [***] ([***]) Business Days after the Milestone is achieved, and UT shall remit payment of the applicable Milestone Payment to Arena within [***] ([***]) Business Days after the Milestone is achieved. For the avoidance of doubt, the Milestone Payments in Section 2.3(a) above shall be subject to UT’s set-off rights pursuant to Section 8.4 below, if applicable.
Payment of Milestone Payment. Parent will duly deposit or cause to be deposited with the Rights Agent, for payment to the Holders, when payable in accordance with the terms of this Agreement, the Milestone Payment Amount to be made to each Holder in accordance with Section 2.4(a) hereof (other than Equity Award Holders, in respect of which the Milestone Payment Amount shall be paid in accordance with Section 2.4(b) hereof and Section 2.9(c) of the Merger Agreement). Such amounts shall be considered paid on the Milestone Payment Date if on such date the Rights Agent has received in accordance with this Agreement money sufficient to pay all such amounts then due.
Payment of Milestone Payment. The Participant may only submit an invoice to Defence if Defence has accepted or has been taken to have accepted (under clause 5.5 or 5.6) that the Milestone for the relevant Milestone Payment has been achieved.
Payment of Milestone Payment.
12.1 Defence must pay the Participant each Milestone Payment within 30 days after receiving a correctly rendered invoice for the payment, if:
a. Defence has confirmed under clause 2.3 or 2.4 that the Milestone for the relevant Milestone Payment has been achieved; and
b. the Participant has provided any supporting documentation or evidence reasonably required by Defence to substantiate the Participant’s entitlement to the payment.
12.2 The Participant may only submit an invoice to Defence if Defence has confirmed under clause 2.3 or 2.4 that the Milestone for the relevant Milestone Payment has been achieved.
12.3 An invoice is correctly rendered if:
a. it includes the amount of the Milestone Payment and the amount of GST payable;
b. it is correctly addressed and calculated in accordance with this contract;
c. it includes the contract number, and the name and phone number of Defence’s Representative; and
d. it is a valid tax invoice under the GST Act.
12.4 Payment of an invoice must be made by electronic funds transfer to the credit of the account notified to Defence by the Participant.
12.5 Payment of an invoice is not evidence that the obligations under this contract have been performed, or of the value of the obligations performed, or an admission of liability.
12.6 On receipt of an invoice from the Participant, Defence may reject the invoice where:
a. the Participant is not entitled to payment under this contract (including where the requirements of clause 12.1 have not been met); or
b. the invoice is not correctly rendered.
12.7 If Defence rejects the invoice under clause 12.6, Defence must notify the Participant within 10 Working Days of receipt of the invoice, providing reasons for rejection and any action to be taken by the Participant for the invoice to be payable.
12.8 Upon receipt of a notice issued under clause 12.7 the Participant must promptly take all necessary steps to make the invoice for payment conform to the requirements of this contract and must submit a revised invoice to Defence when such action is complete. The resubmitted invoice will be subject to the same conditions in this clause 12, as if it was the original invoice.
Payment of Milestone Payment. Parent will duly deposit or cause to be deposited with the Rights Agent, on or prior to the Milestone Payment Date, the applicable Milestone Payment to be made to the Holders in accordance with the terms of this Agreement. Such amounts shall be considered paid on the Milestone Payment Date if on such date the Rights Agent has received in accordance with this Agreement money sufficient to pay all such amounts then due.
Payment of Milestone Payment. UM or Palladio, as applicable, shall duly and promptly deposit with the Rights Agent for payment to the Holders, the Milestone Payment, if any, in the manner provided for in Section 2.5 and in accordance with the terms of this Agreement.
Payment of Milestone Payment. Parent will cause to be deposited with the Rights Agent, for payment to the Holders, when payable in accordance with the terms of this Agreement, the Milestone Payment Amount to be made to each Holder in accordance with Section 2.4(b)(i) hereof (other than Equity Award Holders, in respect of which the Milestone Payment Amount shall be paid in accordance with Section 2.4(b)(ii) hereof and the payment method specified in Section 3.03(a)-(c) of the Merger Agreement).
Payment of Milestone Payment. If a Milestone has been achieved on or prior to the expiration of the applicable Milestone Period, Parent will duly deposit or cause to be deposited with the Rights Agent, on or prior to the Milestone Payment Date, the applicable Milestone Payment to be made to the Holders in accordance with the terms of this Agreement. Such amounts shall be considered paid on the Milestone Payment Date if on such date the Rights Agent has received (prior to 11 am Eastern Standard Time) in accordance with this Agreement Dollars in immediately available funds sufficient to pay all such amounts then due.
