First Anniversary Payment definition
Examples of First Anniversary Payment in a sentence
The Purchaser’s obligation with respect to the First Anniversary Payment shall not be cancelable or conditioned upon any performance, rights or obligations of any Party under this Agreement or the Contract Research Agreement.
In consideration of the conveyance to Purchaser of the Transferred Assets and the other rights granted to Purchaser pursuant hereto and subject to the conditions and in accordance with terms hereof, Purchaser shall (a) pay (i) the Closing Date Payment, (ii) the First Anniversary Payment, (iii) the Second Anniversary Payment, and (iv) the Conditional Payment, subject to Articles 9 and 10 (collectively, the "Purchase Price") and (b) assume the Assumed Liabilities.
Notwithstanding anything in this Agreement, the Merger Agreement, the Original Agreement, the Settlement Agreement or any other agreement to the contrary, in no event shall the aggregate of the First Anniversary Payment plus the Final Payment exceed the Maximum Total Payment.
If the First Anniversary Payment is either zero or completely offset against obligations of Seller, then no obligation of Seller shall arise until after the Second Anniversary Payment is calculated.
The Shareholders hereby appoint the Principal Shareholders as their representatives and agents (the "Shareholder Representatives") for all purposes --------------------------- related to the collection, receipt and disbursement of the Initial Payment, the First Anniversary Payment, and the Second Anniversary Payment.