Examples of Deferred Purchase Price Payments in a sentence
The annual Contingent Deferred Purchase Price Payments shall be paid to Xxxxxx X.
The period for calculation of the Contingent Deferred Purchase Price Payments for each of Xxxxxx X.
In addition to the Minimum Deferred Purchase Price Payments, Buyer shall pay to each of Xxxxxx X.
The Annual EBITDA Excess shall not exceed the "Maximum Annual EBITDA Excess" set forth in Section 3.5.3 below for purposes of calculating the Contingent Deferred Purchase Price Payments.
Buyer shall be entitled to set off against the Minimum Deferred Purchase Price Payments (i) any adjustments to the Purchase Price based on a post-Closing reconciliation agreed upon by Buyer and Seller (including the Working Capital Adjustments calculated in accordance with Section 3.4 above and 12.1.5 below), and (ii) any amounts that become payable to Buyer by Seller and by the Guarantors in accordance with Sections 15.2 and 15.3 below.
The Annual Minimum Deferred Purchase Price Payments shall be payable to Xxxxxx X.
Neither Buyer on the one hand nor the Seller, Xxxxxx or the Companies on the other has made any representation or warranty with respect to the tax treatment of either the Fixed Payment or the Deferred Purchase Price Payments.
Xxxxxxxxx Contingent Deferred Purchase Price payments (the "Contingent Deferred Purchase Price Payments") in an annual amount, if any, equal to EBITDA for the Acquired Business during each of the periods covered in Section 3.5.3 below in excess (the "Annual EBITDA Excess") of $571,428.58 (the "EBITDA Base Amount") multiplied by .175 (the "Annual Payment Rate").
The consent to the foregoing is only in connection with the Atlantic Deferred Purchase Price Payments, and shall not be deemed to constitute an agreement by the Lender to consent to any other action in violation of Section 5.27(h) or waive the provisions of Section 5.27(h) (or any other provision of the Agreement) in the future.
For the avoidance of doubt, if the Deferred Purchase Price Payments are deemed earned in the Maximum Deferred Purchase Amount pursuant to this Section 2.6(f), the Deferred Purchase Price Payments shall be paid within five (5) Business Days after the originally scheduled filing date for EMRISE’s Form 10-Q with the Securities and Exchange Commission covering the quarterly period during which the applicable Measurement Period ends.