Examples of Deferred Purchase Price Payments in a sentence
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.
The Annual Minimum Deferred Purchase Price Payments shall be payable to Xxxxxx X.
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.
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.
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").
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.
Notwithstanding the foregoing, immediately prior to any YFAI Change of Control, the YFAI Deferred Purchase Price (less the aggregate amount of any Deferred Purchase Price Payments previously made to Adient HK pursuant to this Section 3.4) shall become immediately due and payable (irrespective of the amount of Distributable Earnings as of such time) and Yanfeng shall (or shall cause YFAI to) pay such amount to Adient HK prior to such YFAI Change of Control.
For the sake of clarity, a termination for Cause or Brand’s resignation without Good Reason, will not trigger the payment in the first sentence of this Section 2.6(i); provided, that Sellers shall still be entitled to the Deferred Purchase Price Payments, if any.