Timing of Payment of Earn-out Payments Sample Clauses
Timing of Payment of Earn-out Payments. Subject to Section 1.4.5, any Earn-out Payment that the Buyer is required to pay pursuant to Section 1.4.1 hereof shall be paid in full no later than five (5) business days following the date upon which the determination of the Earn-out Payment becomes final and binding upon the parties as provided in Section 1.4.2(b) (including any final resolution of any dispute raised by the Seller in the Earn-out Calculation Objection Notice). The Buyer shall pay to the Seller the Earn-out Payment, if any, in cash by wire transfer of immediately available funds to the bank account for the Seller set forth on Schedule 1.3.
Timing of Payment of Earn-out Payments. Subject to Section 3(e), each Earn-out Payment that Buyer is required to make pursuant to Section 3(c) hereof shall be paid in full no later than [*] business days following the date upon which Buyer receives any of the payments specified therein pursuant to the Organon License.
Timing of Payment of Earn-out Payments. Subject to Section 2.08(f), any Earn-out Payment that Buyer is required to pay pursuant to Section 2.08(b) or (c) hereof shall be paid in full no later than 30 days following the date upon which the determination of EBITDA for the applicable Calculation Period becomes final and binding upon the parties as provided in Section 2.08(c) (including any final resolution of any dispute raised by Seller in an Earn-out Calculation Objection Notice). All Deferred Payments shall be made in immediately available funds to the Sellers' Accounts of the Sellers entitled to such payments.
Timing of Payment of Earn-out Payments. (i) No later than 10 business days following the date of determination of each Final Adjusted EBITDA (including any final resolution of any dispute raised by Seller in an Earn-out Calculation Objection Notice, but excluding any changes resulting from Seller’ disputes over Buyer’s compliance with Section 1.04(e), which shall be resolved in accordance with Section 7.11 and shall not affect the timing of the payment referenced in this Section 1.04(d)), the corresponding Earn-out Payment that Buyer is required to pay Seller pursuant to Section 1.04(b) hereof shall be paid to Seller in full, in cash by wire transfer of immediately available funds to the applicable Seller Bank Account.
(ii) Each Balloon Payment, if any, shall be paid to the Seller in full no later than the Balloon Payments Date, in either (i) in cash by wire transfer of immediately available funds or (ii) at Buyer’s discretion and conditioned upon compliance with NASDAQ Market Place Rule 5635 or other principal market or regulatory requirements, in CUI Common Stock, valued at the per share price equal to the average closing price per share of the CUI Common Stock during the 30 days immediately preceding the Balloon Payment Date, in an amount equal to such Balloon Payment.
Timing of Payment of Earn-out Payments. Any Earn-out Payment that Buyer is required to pay shall be paid to the Shareholders in full no later than forty-five (45) calendar days following the end of Hurdle Measurement Period (the “Earn-Out Payment Date”). Buyer shall pay to the Shareholders the Maximum Earn-out Payment or Pro-Rata Earn-Out Payment (whichever is applicable) in cash by wire transfer of immediately available funds to the bank account for the Shareholders set forth in Section 1.03 of the Disclosure Schedule.
Timing of Payment of Earn-out Payments. Subject to Section 8.01(g), any Earn-out Payment that Buyer is required to pay pursuant to Section 8.01(a) hereof shall be paid in full no later than five Business Days following the date upon which the determination of Gross Profit and Pre-Tax Income for the applicable Calculation Period becomes final and binding upon the Parties as provided in Section 8.01(b)(ii) (including any final resolution of any dispute raised by the Shareholders’ Representative in an Earn-out Calculation Objection Notice). Buyer shall pay to each Seller his or her pro rata portion of the applicable Earn-out Payment (based on such Seller’s ownership of Shares as set forth on Schedule 1) in cash by wire transfer of immediately available funds to such Seller’s Account.
Timing of Payment of Earn-out Payments. Any Earn Out Payments that the Buyer is required to make pursuant to Section 2.3(a) hereof shall be made no later than five (5) Business Days following the date upon which the determination of Adjusted EBITDA for the applicable Earn Out Period becomes final and binding upon the parties as provided herein (including final resolution of any dispute raised by the Sellers’ Representative in an Earn Out Calculation Objection Notice). The Buyer shall pay to each Seller such Seller’s Allocable Percentage of the applicable Earn Out Payment (less any Interim Earn Out Payment Amount previously paid by the Buyer to such Seller pursuant to Section 2.3(e) hereof) to the bank account for such Seller set forth on Exhibit 2.1(a).
Timing of Payment of Earn-out Payments. Subject to Section 2.01(g), provided Seller has not submitted an Earn-out Calculation Objection Notice, any Earn-out Payment that Buyer is required to pay pursuant to Section 2.01(a) hereof shall be paid no later than April 15th of the following year. For example, the 2000 Xxxx-xxx Payments, if any, shall be made on April 15, 2020 and the 2020 Earn Out Payment, if any, shall be made on April 15, 2021.
Timing of Payment of Earn-out Payments. Subject to Section 2.06(e), any Earn-out Payment that Buyer is required to pay pursuant to Section 2.06(a)(i) hereof shall be paid in full to Sellers no later than two Business Days following the date upon which the determination of the Earn-out Payment for the applicable Calculation Period becomes final and binding upon the parties as provided in Section 2.06(b)(ii) (including any final resolution of any dispute raised by Seller’s Representative in an Earn-out Calculation Objection Notice). For purposes of clarification, Buyer may pay or cause to be paid the Earn-out Payment for any Calculation Period (as reflected in the Earn-out Calculation Statement) at any time on or after the Earn-out Calculation Delivery Date. Buyer shall deliver to each Seller its portion of the applicable Earn-out Payment determined based on such Seller’s Allocation Percentage, by wire transfer of immediately available funds to the account or accounts designated by such Seller.
Timing of Payment of Earn-out Payments. Each Earn-Out Payment that Buyer is required to be paid pursuant to this Section 2.06 shall be paid in full upon the first to occur of: (i) Sellers' Representative's delivery to Buyer of a written notice stating that it agrees, on behalf of Sellers, to the Earn-Out Calculation Statement delivered by Buyer with respect to such Earn-Out Payment and (ii) the 21st day (or, if later, the first Business Day following such 21st) day following Buyer's delivery of the Earn-Out Calculation with respect to such Earn-Out Payment; provided, however, that, notwithstanding anything to the contrary foregoing in this sentence, in the event of a proper dispute and resolution conducted in accordance with Section 2.06(b), payment shall be made by the 10th day following the resolution of such dispute in accordance with Section 2.06(b)(iii). Buyer shall pay to Sellers' Representative on behalf of Sellers (pro-rata, based on the Seller Applicable Percentages) each Earn-Out Payment by wire transfer of immediately available funds in accordance with the wire instructions for Sellers' Representative set forth on Schedule 2.02(b)(i) or such other wire instructions as may from time to time be designated in writing by Sellers' Representative to Buyer.