Third Contingent Year Sample Clauses

Third Contingent Year. In the event the Company’s actual EBITDA for the Third Contingent Year is less than 1,489,500 pounds sterling, then no Contingent Payments shall be paid to the Earnout Participants for such fiscal year. • In the event the Company’s actual EBITDA for the Third Contingent Year is at least 1,489,500 pounds sterling but less than 1,572,250 pounds sterling, then the Earnout Participants shall be entitled to receive, in the aggregate 79,993 pounds sterling. • In the event the Company’s actual EBITDA for the Third Contingent Year is at least 1,572,250 pounds sterling but less than 1,655,000 pounds sterling, then the Earnout Participants shall be entitled to receive, in the aggregate 127,988 pounds sterling. • In the event the Company’s actual EBITDA for the Third Contingent Year is at least 1,655,000 pounds sterling but less than 1,737,750 pounds sterling, then the Earnout Participants shall be entitled to receive, in the aggregate, 159,986 pounds sterling. • In the event the Company’s actual EBITDA for the Third Contingent Year is at least 1,737,750 pounds sterling but less than 1,820,500 pounds sterling, then the Earnout Participants shall be entitled to receive, in the aggregate, 167,985 pounds sterling. • In the event the Company’s actual EBITDA for the Third Contingent Year is at least 1,820,500 pounds sterling, then the Earnout Participants shall be entitled to receive, in the aggregate, 175,984 pounds sterling. SYI shall provide the Earnout Participants via facsimile, email or overnight courier with a written statement of its calculation (the “Calculation Statement”) of each Contingent Payment due, if any, as promptly as practicable, but in any event within thirty (30) days after receipt by SYI of final audited financial statements of the Company for the applicable Contingent Year in question, provided that such Calculation Statement shall be delivered to the Earnout Participants within one hundred and twenty (120) days after the expiry of the applicable Contingent Year. The Contingent Payments shall be payable: • within fifteen (15) business days after receipt by SYI of an acceptance notice or the resolution of any disagreement pursuant hereto, or • if no acceptance notice or Dispute Notice (as defined below) is given by the Earnout Participants to SYI within fifteen (15) business days after the Earnout Participants’ receipt of the Calculation Statement; in each case, by wire transfer of immediately available funds or checks to each Earnout Participant, l...
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Related to Third Contingent Year

  • 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 ▇▇▇▇▇ ▇; ➢ the relevant invoices indicating the reference number of the Contract and of the order or specific contract to which they refer;

  • Eligible expenditure 6.1 Eligible expenditure consists of payments by the Recipient for the Purpose. Eligible expenditure is net of VAT recoverable by the Recipient from HM Revenue & Customs and gross of irrecoverable VAT. 6.2 The Recipient shall account for the Grant on an accruals basis. This requires the cost of goods or services to be recognised when the goods or services are received, rather than when they are paid for.

  • Eligible Expenditures 1. Subject to Article 8.7 of the Regulation, eligible expenditures of this Programme are: (a) management costs of the Programme Operator in accordance with the detailed budget in the financial plan; (b) payments to projects within this Programme in accordance with the Regulation, this programme agreement and the project contract. 2. Eligible expenditures of projects are those actually incurred by the Project Promoter or project partners, meet the criteria set in Article

  • Contingent Payment (a) In the event that Purchaser consummates a Change of Control Transaction prior to the second anniversary of the Closing Date (a “Qualifying Sale Transaction”), then Seller shall be entitled to receive a payment in an amount equal to twenty percent (20%) of the Net Sale Proceeds, valuing any non-cash consideration included in the Net Sale Proceeds at fair market value (as determined in good faith by the board of directors of Purchaser) (such payment, the “Contingent Payment”), payable in accordance with the provisions of this Section 2.7. (b) No later than five (5) days following the final determination of the Qualifying Sale Proceeds pursuant to the post-closing purchase price adjustment provisions of the definitive agreement for such Qualifying Sale Transaction (the “Qualifying Sale Agreement”) Purchaser shall deliver to Seller, along with reasonable supporting documentation, a statement setting forth in reasonable detail Purchaser’s good faith calculation of the Net Sale Proceeds and the resulting Contingent Payment (the “Contingent Payment Statement”). Purchaser’s calculation of the Contingent Payment set forth in the Contingent Payment Statement shall be final and binding for all purposes of this Agreement unless Seller delivers to Purchaser a written objection to such calculation within twenty (20) days following the date of delivery of the Contingent Payment Statement setting forth in reasonable detail Seller’s basis for its objection. In the event that Seller timely submits any such written objection, then Purchaser and Seller shall negotiate in good faith to resolve their dispute with respect to the calculation of the Contingent Payment; provided, that if such dispute is not resolved within twenty (20) days after delivery of such written objection, then the dispute resolution provisions of Section 2.4(b) shall apply, mutatis mutandis. (c) No later than three (3) Business Days after final determination of the amount of the Contingent Payment pursuant to Section 2.7(b), Purchaser shall pay to Seller the Contingent Payment by wire transfer of immediately available funds to the bank account designated by Seller at least one (1) Business Day prior to the end of such three (3) Business Day period; provided, that in the event that any portion of the consideration to be received by Cerberus pursuant to such Qualifying Sale Transaction (i) is subject to any escrow, holdback or other contingency, then the proportionate amount of the Contingent Payment shall be withheld and not paid to Seller unless, until and only to the extent that such portion of Cerberus’s consideration is released to Cerberus from any such escrow or holdback, or such contingency lapses or is satisfied (or any portion of the amounts withheld in respect of such contingency is distributed to the limited partners or other investors of Cerberus), as applicable, and (ii) is non-cash consideration, then the Contingent Payment shall be made in the same proportion of cash and non-cash consideration as the proportion of cash and non-cash consideration comprising the Qualifying Sale Proceeds; provided further that, to the extent receipt of any non-cash consideration would cause Seller or any of its Affiliates to be bound by, or otherwise subject to, any noncompetition, nonsolicitation or other material restrictive covenant (other than a customary confidentiality covenant, and expressly excluding any shareholder restrictions on transfer that apply equally to Cerberus), Seller instead shall be entitled to receive from Purchaser cash with a value equivalent to such non-cash consideration, valuing such non-cash consideration at fair market value (as determined in good faith by the board of directors of Purchaser). (d) Notwithstanding anything to the contrary in this Section 2.7 or otherwise, but subject to any rights Seller or any of its Affiliates may have under the Ancillary Agreements, (i) Seller shall have no rights with respect to any Change of Control Transaction, Qualifying Sale Transaction or Qualifying Sale Agreement (including, without limitation, no information rights or rights to object or consent to any such transaction or agreement) other than the rights expressly set forth herein to receive the Contingent Payment if and when payable pursuant to the terms of this Section 2.7 and (ii) Purchaser shall not be permitted in connection with any Qualifying Sale Transaction to bind Seller or any of its Affiliates to sell any equity interests to, or to make any agreement, covenant or restriction with or in favor of, any third party.

  • License Contingent Upon Payment While you may exercise the rights licensed immediately upon issuance of the license at the end of the licensing process for the transaction, provided that you have disclosed complete and accurate details of your proposed use, no license is finally effective unless and until full payment is received from you (either by publisher or by CCC) as provided in CCC's Billing and Payment terms and conditions. If full payment is not received on a timely basis, then any license preliminarily granted shall be deemed automatically revoked and shall be void as if never granted. Further, in the event that you breach any of these terms and conditions or any of CCC's Billing and Payment terms and conditions, the license is automatically revoked and shall be void as if never granted. Use of materials as described in a revoked license, as well as any use of the materials beyond the scope of an unrevoked license, may constitute copyright infringement and publisher reserves the right to take any and all action to protect its copyright in the materials.