Resale Payment Sample Clauses
The Resale Payment clause establishes the obligation for a party to pay a specified amount or percentage to another party upon the resale of certain goods, assets, or rights. Typically, this clause applies to situations where an original seller or creator is entitled to receive a portion of proceeds if the item is subsequently sold to a third party, such as in art sales or intellectual property transfers. Its core function is to ensure that the original party continues to benefit financially from future transactions involving the asset, thereby providing ongoing compensation and addressing the issue of value appreciation after the initial sale.
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Resale Payment. Acquirors shall pay, or cause an acquiring party to pay, to Civitas a resale payment, as defined below, upon demand following the occurrence of a purchase event that occurs within three years following the Closing of this Agreement. As used herein, a "purchase event" means that Acquirors (or their successors by will or devise), BT, or a bank holding company formed to control BT (the "Sellers") shall have sold directly or indirectly 50% or more voting control of BT. The resale payment shall be equal to 10% of the amount, if any, that the acquisition purchase price paid to Sellers is in excess of $17 million plus any capital contributions made to BT by the Acquirors or new shareholders. The payment to Civitas shall be made in the same form as that being paid to the Sellers or may be paid in cash, at the option of the Sellers.
Resale Payment. (a) If Purchaser shall consummate a Resale Event (as defined below) pursuant to any binding agreement entered into with (x) any Terex Entity directly or indirectly prior to the first anniversary of the date hereof, or (y) any Apollo Entity directly or indirectly prior to the first anniversary of the date hereof and such Apollo Entity shall thereafter consummate a Resale Event with any Terex Entity pursuant to any binding agreement entered into with such Terex Entity directly or indirectly prior to the first anniversary of the date of the execution of the binding agreement for the initial Resale Event between Purchaser and such Apollo Entity, then Purchaser shall pay to the Sellers, as additional consideration allocated in accordance with Section 2.2, upon the consummation of such Resale Event (or as otherwise provided in Section 7.6(b)), an amount equal to 35% of the Resale Equity Value (as defined below).
(b) Notwithstanding anything to the contrary contained in Section 7.6(a), to the extent that Purchaser or its Affiliates assume (or retain) any liabilities relating to the Grove Operations in connection with such Resale Event (including for indemnification under the relevant agreements relating to the Resale Event) and, in connection therewith, Purchaser or its Affiliates establishes reserves or enters into escrow arrangements relating to such assumed or retained liabilities, then any portion of the consideration payable in such Resale Event that is made subject to such reserve or escrow arrangement shall not be deemed to be included in the calculation of Resale Equity Value at the time of consummation of the Resale Event. Thereafter, when, as, and if any amounts are released from such reserves or escrow arrangements, and are actually received by Purchaser (or its Affiliates in respect of equity interests in Purchaser), such amounts shall, at such time, be deemed included in the calculation of Resale Equity Value (together with any amounts not previously included in clause (y) of the definition of Resale Equity Value) and the Sellers shall be entitled to an additional payment which, when taken together with all payments previously made pursuant to this Section 7.6, is equal to 35% of the cumulative Resale Equity Value at such time.
(c) If any or all of the consideration on a Resale Event is payable by delivery or retention of property (including, but not limited to, promissory notes or other evidences of indebtedness or stock or other securities or asset...
Resale Payment. Subject to clause 2.5:
(a) if the Buyer enters into a binding sale and purchase contract to resell the Processed Materials to a Successful Purchaser:
(i) the Buyer must promptly notify the Seller of the resale price to be received by the Buyer from the Successful Purchaser;
(ii) the Buyer must pay the Seller the Initial Payment;
(iii) the Buyer must pay the Seller an amount equal to:
(A) 100% of the resale price received by the Buyer from the Successful Purchaser if the resale price is greater than $0; or
(B) $0 if the resale price is less than or equal to $0, (the Resale Payment); and
(b) the Buyer will issue an Invoice to the Seller in respect of the net Resale Payment (after the setting-off or deducting the Initial Payment) payable by the Buyer (as applicable):
(i) if the resale price is greater than $0, within 6 Business Days of receiving payment from the Successful Purchaser; and
(ii) if the resale price is less than or equal to $0, within 6 Business Days of the Buyer enters into a binding sale and purchase contract to resell the Processed Materials to a Successful Purchaser; and.
(c) the Buyer must pay any such Invoice within 5 Business Days of it being issued.