Payment of the Earn-Out Sample Clauses

Payment of the Earn-Out. 9.3.1 The Buyer shall pay the corresponding portion of the Earn-Out, if due, in a single installment to each of the Sellers in accordance with Paragraph9.1.1, under the following terms:
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Payment of the Earn-Out. In relation to each of Year 1 and Year 2, the amount of the Earn Out, as determined in accordance with Article 7.1. above (the “Earn-Out Amount”), shall be allocated between the consideration of the Contributed Shares and the consideration of Sold Shares as follows, and paid by the Purchaser:
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Payment of the Earn-Out. Upon the occurrence of an Exit Event, the Company shall pay (i) the DAY Earn-Out Amount to DAY and (ii) the DCY Earn-Out Amount to DCY. In the event of a Sale of the Corporation, the DAY Earn-Out Amount and the DCY Earn-Out Amount shall be payable on, or as soon as practicable following, the date of consummation of the Sale of the Corporation, but in no event more than ten (10) Business Days following the date of consummation of the Sale of the Corporation. In the event of a Qualified Public Offering, the DAY Earn-Out Amount and the DCY Earn-Out Amount shall be payable three (3) Business Days following the Lock-up Expiration Date. DAY and DCY acknowledge and agree that in managing the Company and the Subsidiary after the Closing, the Company’s board of directors and the Purchasers shall manage the Company and the Subsidiary in accordance with their reasonable judgment and shall not have any obligation to operate the Company and the Subsidiary with a view to maximizing the DAY Earn-Out Amount and the DCY Earn-Out Amount.
Sample 1
Payment of the Earn-Out. 3.2.1 Subject to Clause 9.1.2 of the Agreement, any payment of any installments of the Earn-Out will be made by the Buyer to a bank account nominated by the Seller (A) with respect to the Preliminary Second Earn-Out, within 30 calendar days of the end of the Preliminary Second Earn-Out Period, and (B) with respect to the First Earn-Out and the Remaining Second Earn-Out, (a) within five (5) calendar days after the Buyer’s receipt of the Seller’s written acceptance of the Buyer Calculations (the “Seller’s Acceptance”), (b) within thirty five (35) calendar days after the Seller’s receipt of the Buyer Calculations if, within thirty (30) calendar days of receiving the Buyer Calculations, the Seller has not delivered the Seller’s Acceptance to the Buyer or provided the Buyer with an Earn-Out Dispute Notice, or, in any event, with respect to any undisputed part of the Earn-Out, or (c) if the Seller has delivered an Earn-Out Dispute Notice to the Buyer pursuant to this Clause 3, in relation to any disputed part of the Earn-Out, within five (5) calendar days after the Buyer and the Seller have executed a written settlement agreement with respect to the Earn-Out Dispute or the Accountant has issued and delivered to the Buyer and the Seller a Final Decision, as applicable.
Sample 1
Payment of the Earn-Out. (a) The Earn-Out payment for FY 2000 shall be equal to One Million Dollars ($1,000,000) less the amount by which $3.25 million exceeds the EBITDA for FY 2000 (the "FY 2000 DEFICIENCY"); and
Sample 1
Payment of the Earn-Out. The payment of the Earn-Out shall be made through electronic wire transfer of immediately available funds, in Dollars, to the bank accounts of the Seller and of the Key Executives as described in Schedule 4.4.4 of this Agreement. [***] percent ([***]%) of the Earn-Out shall be paid to the Seller and the remaining [***] percent ([***]%) shall be paid to the Key Executives according to the percentages defined in a yearly basis by mutual agreement of the Buyer and the Company’s CEO. 4.2.2. If any of the Key Executives gives cause for termination of its agreement with the Company, at any time in three (3) years after the Closing Date, such Key Executive shall no longer be entitled to the Earn-Out due to such Key Executive in the following year(s), being the share due to such Key Executive paid pro-rata to the other Key Executives. The obligation of the Key Executives to remain in the Company shall not apply to [***], which shall be entitled to [***] share in the Earn-Out regardless of any circumstances. 4.4.4.
Sample 1
Payment of the Earn-Out. Any Earn Out Payment due by Buyer shall be made as follows: (i) [***] ([***]%) paid by Buyer to the Sellers, in the proportion indicated in Schedule 4.2(ii), through electronic wire transfer of immediately available funds, in BRL, to the bank accounts of the Sellers and (ii) [***] ([***]%) paid by Buyer as allocated to the individuals indicated by Sellers, to the extent such individual are not their Family Members, through electronic wire transfer of immediately available funds, in BRL, to the bank accounts to be indicated by such key people.
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Related to Payment of the Earn-Out

  • Earn-Out Payments (i) Promptly, but in any event within five (5) Business Days, after the Escrow Agent’s receipt of joint written instructions (“Earn-Out Payment Instructions”) from the DT Representative (on behalf of Purchaser) and the Seller Representative that for any Earn-Out Year there has been a final determination in accordance with Section 2.2 of the Share Exchange Agreement (but subject to Sections 2.4 and 2.5 of the Share Exchange Agreement) with respect to the Earn-Out Payment for such Earn-Out Year or the Alternative Earn-Out Payment (the date that the Escrow Agent receives Earn-Out Payment Instructions with respect to any Earn-Out Year, an “Earn-Out Release Date”), the Escrow Agent shall distribute Escrow Property from the Escrow Account in accordance with such Earn-Out Payment Instructions (A) to the Sellers in an amount equal to the Earn-Out Payment (excluding for the avoidance of doubt, the amount of any Accrued Dividends payable by the Purchaser separate from the Escrow Account) less the sum of (I) the Reserved Amount (as defined below) as of the date of such payment, and (II) the amount of any Indemnification Claims that have been paid from the Escrow Account prior to such time but have not previously been used to reduce the amount of any prior Earn-Out Payment (but net of any prior Earn-Out Payments that have not yet been paid and are still being retained in the Escrow Account as of such time for Indemnification Claims that are still Pending Claims as of such time), up to a maximum amount equal to such Earn-Out Payment, and (B), after the last Earn-Out Year only, to Purchaser any portion of any Earn-Out Payments that were not earned by the Sellers in accordance with the Share Exchange Agreement. For the determination of the Escrow Shares to be withheld for the Reserved Amount, the Escrow Shares shall be valued at the Purchaser Share Price as of the applicable Earn-Out Release Date.

  • Earn-Out Payment On or before each of September 15, 2003 and September 15, 2004, Buyer shall calculate the Revenue (as defined below) for the prior twelve (12) month period ending July 31 (each an "Earn Out Period") attributable to the Business, and deliver a notice of the calculation (together with the details of such calculation, including a line item for each element thereof) to Seller. As used in this Agreement, the "Business" means the products sold (together with services provided in connection therewith) by Company at the time of Closing (without regard to product name changes or the like) and listed on Schedule 1.2(b) (solely for purposes of this Section 1.2, the "Products"), and each subsequent version of any such software product introduced during the Earn Out Periods. The Revenue shall be calculated in accordance with generally accepted accounting principles, applied on a consistent basis and consistent with past Company practices (including practices relating to foreign currency conversion), subject to the adjustments set forth in paragraph (c) below. In the event the Revenue for the one-year period ending on July 31, 2003 is greater than $7,295,851 (the "First Threshold"), One Million Dollars ($1,000,000) (the "First Earn Out Payment") of the Purchase Price will be paid in cash to the Seller on September 15, 2003. In the event the Revenue for the one-year period ending July 31, 2004 is greater than $7,295,851 (the "Second Threshold"), an additional one million dollars ($1,000,000) (the "Second Earn Out Payment") of the Purchase Price will be paid in cash to the Seller on September 15, 2004. Neither the First Earn Out Payment nor the Second Earn Out Payment may be increased, decreased, or prorated. If either the First Earn Out Payment or the Second Earn Out Period is not earned with respect to the year to which it relates, it expires and cannot be paid in a later year regardless of Revenue in that later year. Except for the obligations of Buyer and Company set forth in Section 1.2(e), nothing herein shall in any way limit or restrict Buyer's or Company's business practices or decisions following the Closing, provided that those practices and decisions are not solely for avoiding payment of the Earn Out.

  • Earn-Out As part of the Purchase Price payable hereunder, Purchaser shall pay to Seller $3,000,000 (the “Earn-Out Payment”) in cash as an earn-out payment to be determined as follows: (a)The Earn-Out Payment shall be based on the outstanding principal balance (including Poolable Advances) of Mortgage Loans that are issued by the Company into GNMA HMBS pools for securitization of Mortgage Loans for the six-month period ending on December 31, 2013, as set forth on the production reports produced by management of the Company for such period. If the Company issues a number of such Mortgage Loans during such six-month period with an aggregate outstanding principal balance (including Poolable Advances) of at least $659,389,000, Purchaser shall pay to Seller $3,000,000 in cash in accordance with Section 3.5(b) below. 18 (b)No later than 30 days after the end of the period on which an Earn-Out Payment is based or the Closing occurs, whichever is later, Purchaser will deliver to Seller a notice (the “Earn-Out Notice”) setting forth Purchaser’s calculation of the outstanding principal balance (including Poolable Advances) of Mortgage Loans that were issued by the Company into GNMA HMBS pools for securitization of Mortgage Loans for the applicable period. If Seller is entitled to the Earn-Out Payment, Purchaser shall make the Earn-Out Payment within 10 Business Days after delivery of the Earn-Out Notice. If Seller is not entitled to the Earn-Out Payment, and Seller disagrees with the Purchaser’s calculation, Seller shall notify Purchaser no later than 15 days after the Earn-Out Notice is delivered of its objections and the basis therefor in reasonable detail. Failure of Seller to notify Purchaser of disagreement with the matters set forth in the Earn-Out Notice within 15 days after delivery of the Earn-Out Notice shall be deemed to be concurrence. If an objection is made, Purchaser and Seller will negotiate in good faith to reach an agreement regarding the matters in dispute. Purchaser shall provide Seller and its Affiliates and their authorized Representatives with reasonable access to the relevant books, records, facilities, employees and representatives of the Company reasonably requested by Seller to evaluate and assess the calculation of the Statements, in each case subject to the terms and conditions set forth in Section 6.2. If Seller and Purchaser are unable to resolve such dispute within 30 days, the disputed item(s) shall be submitted to a neutral and impartial, nationally recognized certified public accounting firm. If the report of such accounting firm concludes that Seller is entitled to the Earn-Out Payment, Purchaser shall make such payment within 10 Business Days of the issuance of the report, plus interest on such amount from the date the Earn-Out Payment would have originally been required to have been made up to but excluding the date on which such payment is made at a rate per annum equal to the Federal Funds Rate as of the Closing Date, calculated on the basis of a year of 360 days and the actual number of days elapsed. Any payment under this Section 3.5(b) shall be made by federal funds wire transfer of immediately available funds to the account(s) of Seller, which account(s) shall be identified by Seller to Purchaser as soon as practicable following the determination of the amount of the Earn-Out Payment. (c)Purchaser shall cause the Company to operate in the pre-Closing Ordinary Course, without accelerating or delaying or otherwise deviating in any material respect from the historical securitization practices prior to the Closing Date, from the Closing Date through December 31, 2013. (d)For the avoidance of doubt and notwithstanding anything to the contrary in this Agreement, (i) Purchaser shall have the right to set off the amount of any payments owed to Seller pursuant to this Section 3.5 against any indemnification payment owed to a Purchaser Indemnified Party in accordance with Article X. Section 3.6

  • Termination Giving Rise to a Termination Payment If there is a Covered Termination by the Executive for Good Reason, or by the Company other than by reason of (i) death, (ii) disability pursuant to Section 11, or (iii) Cause, then the Executive shall be entitled to receive, and the Company shall promptly pay, Accrued Benefits and, in lieu of further base salary for periods following the Termination Date, as liquidated damages and additional severance pay and in consideration of the covenant of the Executive set forth in Section 13(a), the Termination Payment pursuant to Section 8(a).

  • Interim Payment At the end of each of the periods indicated in Annex I the Contractor shall submit to the Agency a formal request for payment accompanied by those of the following documents which are provided for in the Special Conditions: ➢ an interim technical report in accordance with the instructions laid down in Xxxxx X; ➢ the relevant invoices indicating the reference number of the Contract and of the order or specific contract to which they refer;

  • Earnout Payments (a) The terms below shall have the following respective meanings for the purposes of this Section 2.3:

  • Collections Following Amortization On the Amortization Date and on each day thereafter, Servicer shall set aside and hold in trust for the benefit of Agent and the Purchasers, in the Collection Accounts in the manner set forth in Sections 7.1(j) and 8.2, all Collections and/or Deemed Collections received on such day and any additional amount for the payment of any Aggregate Unpaids owed by Seller and not previously paid by Seller in accordance with Section 2.1. On and after the Amortization Date, Servicer shall, at any time upon the request from time to time by (or pursuant to standing instructions from) Agent (i) remit to the Second-Tier Account the amounts set aside pursuant to the preceding sentence (to the extent such amounts are not already on deposit therein) and (ii) apply such amounts at Agent’s direction to reduce the Aggregate Capital and any other Aggregate Unpaids (it being understood and agreed that, in any event, no portion of the RPA Deferred Purchase Price may be paid to Seller on a date on or after the Amortization Date and prior to the Final Payout Date). If there shall be insufficient funds on deposit for Servicer to distribute funds in payment in full of the aforementioned amounts, Servicer shall distribute funds in accordance with the applicable Payment Instructions: first, to the reimbursement of Agent’s and each Purchaser’s costs of collection and enforcement of this Agreement, second, ratably to the payment of all accrued and unpaid fees under any Fee Letter and all accrued and unpaid Purchaser Yield, third, to the payment of Servicer’s reasonable out-of-pocket costs and expenses in connection with servicing, administering and collecting the Receivables, including the Servicing Fee, if Seller, or one of its Affiliates is not then acting as Servicer, fourth, to the ratable reduction of Aggregate Capital to zero, fifth, for the ratable payment of all other unpaid Obligations, provided that to the extent such Obligations relate to the payment of Servicer costs and expenses, including the Servicing Fee, when Seller or one of its Affiliates is acting as Servicer, such costs and expenses will not be paid until after the payment in full of all other Obligations, sixth, to the ratable payment in full of all other Aggregate Unpaids, and seventh, after the Facility Termination Date when the Aggregate Unpaids have been indefeasibly reduced to zero, to Seller as RPA Deferred Purchase Price, any remaining Collections.

  • Payment of Management Fee To facilitate the payment of the Management Fee as provided in Section 5.1 hereof, the Practice hereby expressly authorizes Professional Business Manager to make withdrawals of the Management Fee from the Professional Practice Account as such fee becomes due and payable during the Term in accordance with Section 3.10(a) and after termination as provided in Section 6.3. Professional Business Manager shall deliver to the Practice an invoice for the Management Fee accompanied by a reasonably detailed statement of the information upon which the Management Fee calculation is based.

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