Timing of Earnout Payments Sample Clauses

Timing of Earnout Payments. Each Earnout Payment, if earned, shall be paid within thirty (30) days following the date Purchaser files with the Securities and Exchange Commission its annual report on Form 10-K with respect to the calendar year to which such Earnout Payment pertains, but in no event later than one hundred twenty (120) days following the end of such calendar year (such date, the “Payment Deadline”). On the date Purchaser pays an Earnout Payment, or, if Purchaser believes it is not required to pay an Earnout Payment, on or before the Payment Deadline for such Earnout Payment, Purchaser shall deliver to Seller a statement setting forth in reasonable detail the sale of Products and services related to the Business, and the Covered Revenues calculated thereon, for the period to which the Earnout Payment, if any, pertains, and the calculation of the Earnout Payment payable, if any.
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Timing of Earnout Payments. The Earnout Payments, if required to be delivered by THK to the Shareholders and the Non-Party Shareholders as described above, shall be delivered by THK to the Shareholders and the Non-Party Shareholders within thirty (30) days following the receipt by THK from the THK Accountants of the calculations of the Aggregate First Twelve Calendar Quarters Pre-Tax Earnings for the applicable calendar quarter. THK will use good faith efforts to cause the THK Accountants to deliver such calculations to THK and each Shareholder as promptly as practicable following the end of each calendar quarter, but in no event later than the date on which THK files its applicable SEC report for such calendar quarter. Subject to Section 2.6, each Earnout Payment shall be delivered to each Shareholder and Non-Party Shareholder who received the Initial Cash Consideration and Initial Stock Consideration in the same proportion as such initial distributions.
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Timing of Earnout Payments. Any Earnout Payment that the Buyer is required to make pursuant to Section 1.6(c) shall be paid in full to the Stockholders (pro rata in accordance with the percentages set forth on Schedule III) no later than twenty (20) days following date upon which the Earnout Statement with respect to such Earnout Payment becomes binding and conclusive upon the Parties pursuant to Section 1.6(d) or Section 1.6(e), as applicable.
Sample 1
Timing of Earnout Payments. Each Earnout Payment, if earned, shall be due and payable on the date that is five (5) Business Days following the determination of the applicable final and binding Cash Flow Calculation Statement in accordance with Section 2.5(d). Payment instructions shall be provided in writing by the Seller Parties to Purchaser, and none of Purchaser nor its Affiliates shall have any liability to the Seller Parties or their Affiliates with respect to any payment made in accordance with such payment instructions.
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Timing of Earnout Payments. Any Earnout Payment that is earned in accordance with this Section 1.16 will be made by Pubco by delivery of the applicable number of Earnout Shares to the Members within sixty (60) days after the final determination in accordance with Section 1.16(c) of the Earnout Statement and the Adjusted TTM EBITDA contained therein showing that the applicable required Adjusted TTM EBITDA target has been met for two (2) consecutive fiscal quarters during the Earnout Period.
Sample 1
Timing of Earnout Payments. Any Earnout Payment that Acquiror is required to pay pursuant to Section ‎3.9(a) hereof shall be paid by Acquiror to the Exchange Agent for further disbursement to the Pre-Closing Holders or the Surviving Corporation, for onward payment to the Pre-Closing Holders with respect of Canceled Options through the Surviving Corporation’s payroll system (or the Surviving Corporation’s accounts payable system with respect to Non-Employee Options (in accordance with each Pre-Closing Holder’s earnout Applicable Percentage as calculated in accordance with the Allocation Schedule) no later than five (5) Business Days following the Earnout Determination Date; provided, however, that any payment with respect to Canceled Options shall be made in accordance with Section 6.6(g)(iii). In the event that Acquiror fails to make the Earnout Payment within such time period, interest shall accrue on the Earnout Payment, with such interest accruing from the date such amount was due until the date such amount is actually paid, at the rate of three percent (3%) over the prime rate of interest reported in the East Coast Edition of The Wall Street Journal for the date such amount was due; provided, however, to the extent the Earnout Payment that is payable to the Pre-Closing Holders has not been paid by Acquiror due to a dispute, interest shall accrue on such Earnout Payment from the Earnout Determination Date, but shall only be payable to the Pre-Closing Holders in the event that any such dispute is resolved in favor of the Pre-Closing Holders.
Sample 1
Timing of Earnout Payments. All Earnout Payments shall be due and payable no later than 30 days following the determination of the Final Earnout Calculation Statement.
Sample 1
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Related to Timing of Earnout Payments

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

  • 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.

  • Earnout Payment In addition to the Closing Payment Shares, if Madhouse meets certain performance requirements during a three-year performance period ending December 31, 2022 as set forth on Schedule II (the “Earnout Provisions”), then the Purchaser shall make the one-time payment (the “Earnout Payment”) determined in accordance with the Earnout Provisions, payable to the Seller and the long-term incentive plan (described below). As set forth in more detail in, and subject to, the Earnout Provisions, the Earnout Payment will be made in the form of (a) the Purchaser issuing to the Seller additional Purchaser Common Shares (the “Earnout Payment Shares”) in the amount calculated pursuant to the Earnout Provisions, (b) a cash payment, (c) a subordinated promissory note issued by the Purchaser to the Seller, or (d) a combination of the foregoing payment methods. The Earnout Payment shall be made by the Purchaser within five (5) Business Days after a final determination of payment due to the Seller pursuant to this Section 3.1. The Purchaser hereby covenants and agrees to perform its obligations set forth in the Earnout Provisions and to maintain the highest number of Purchaser Common Shares potentially issuable under the terms of the Earnout Provisions (which number shall not be less than 22,200,000) available for issuance with respect to Earnout Payment Shares without any restriction or limitation thereof, at all times after the Closing until all of the payment obligations set forth in the Earnout Provisions have been satisfied or have expired. The amount of the Earnout Payment (i) is subject to reduction as set forth in the Earnout Provisions and Article VIII and, (ii) as set forth in the Earnout Provisions, has been partially and irrevocably assigned by Seller to fund a long-term incentive plan to be established for the benefit of designated individuals employed by or associated with the Group Company business, in a manner that shall be determined in Seller’s discretion, provided that Seller shall not receive any portion of such assigned Earnout Payment.

  • Earn-Out Payment As part of the Consideration, the Acquirer shall cause the REIT to pay to the Contributor (or its designee), within sixty (60) days after the "Calculation Date" (as defined below), an amount equal to the Earn-Out Payment (as calculated below); provided, however, that the amount of the Earn-Out Payment shall not exceed $1,800,000. If during the period beginning on the date on which the Project is open for business and available for use by paying overnight guests and ending on the date which is thirty-six (36) full calendar months after the last day of the month in which such opening date occurs (the "Calculation Date") the cumulative "Operating Profit" for the Project (as that term is defined in that certain Management Agreement to be entered into as of Closing (the "Management Agreement") between the TRS Affiliate (as defined below) and Crestline Hotels & Resorts, Inc.) is more than $9,500,000, then the Earn-Out Payment shall be equal to fifty percent (50%) of the difference between (a) the actual amount of the cumulative Operating Profit (as of the Calculation Date) for such 3-year period, and (b) $9,500,000. In the event the cumulative Operating Profit for such 3-year period is $9,500,000 or less, then no Earn-Out Payment shall be payable. If the Contributor is entitled to the Earn-Out Payment pursuant to this Section 1.3, then the Contributor (or its designee) shall receive the Earn-Out Payment in the form of Units, provided the Contributor (or its designee) continues to be an "accredited investor" as described herein. The number of Units delivered to the Contributor (or its designee) shall be equal to the calculated amount of the Earn-Out Payment divided by the average closing price per Common Share of the REIT for the twenty (20) trading days immediately preceding the Calculation Date.

  • Timing of Severance Payments Any severance payment to which Employee is entitled under Sections 3(a)(i)(1), 3(a)(i)(2) and 3(a)(i)(5) shall be paid by the Company to the Employee (or to the Employee's successors in interest pursuant to Section 7(b)) in cash and in full, not later than thirty (30) calendar days following the Termination Date, subject to any delay required under Section 9.

  • Payment of Earnings The Borrower undertakes with each Creditor Party to ensure that throughout the Security Period (subject only to provisions of the relevant General Assignment), all the Earnings of each Ship are paid to the Earnings Account for that Ship.

  • Payments to Specified Employees Notwithstanding any other Section of this Agreement, if the Employee is a Specified Employee at the time of the Employee’s Separation from Service, payments or distribution of property to the Employee provided under this Agreement, to the extent considered amounts deferred under a non-qualified deferred compensation plan (as defined in Code Section 409A) shall be deferred until the six (6) month anniversary of such Separation from Service to the extent required in order to comply with Code Section 409A and Treasury Regulation 1.409A-3(i)(2).

  • Payment of Reimbursement Amount To effect the expense reimbursement provided for in this Agreement, the Fund may offset the appropriate Reimbursement Amount against the management fees, Rule 12b-1 fees and/or shareholder servicing fees payable under the Investment Management Agreement, Rule 12b-1 Plan and/or the Shareholder Servicing Agreement. Alternatively, the Reimbursement Amount shall be paid directly by IICO, IDI and/or WISC. Such offset shall be taken, or such direct payment shall be paid, two times per year within 30 days following the date of a Fund’s applicable semi-annual or annual reporting period.

  • Sharing of Earnings The Borrower shall procure that no Owner shall:

  • Lump Sum Severance Payment Payment of a lump sum amount equal to twelve (12) months of Executive’s then-current Base Salary plus the Pro Rated Bonus, less all customary and required taxes and employment-related deductions, paid on the first payroll date following the date on which the Release required by Paragraph 4(g) becomes effective and non-revocable, but not after seventy (70) days following the effective date of termination from employment.

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