First Contingent Payment definition

First Contingent Payment has the meaning set forth in Section 7.3.

First Contingent Payment means an amount based on 2006 EBITDA determined according to the table and principles set forth in Schedule 2.6; provided that in no event will the First Contingent payment be less than $2,000,000.

First Contingent Payment means, on the First Contingent Payment Measurement Date, an amount equal to the difference of (a) the product of (i) the Contingent Payment Adjusted EBITDA Multiple, determined at the First Contingent Payment Measurement Date, multiplied by (ii) the trailing twelve months Adjusted EBITDA of the Surviving Corporation for the First Contingent Period, and less (b) $45,000,000.

Examples of First Contingent Payment in a sentence

• If the parties had intended to count only claims ʺpendingʺ as of the trigger dates, they would have so provided; instead, they referenced claims ʺfiled or submittedʺ as of the trigger dates.7In sum, we hold that the district court erred in ordering defendants to make the First Contingent Payment.

• The district court therefore counted only the 84 claims pending as of January 5, 2012, and held that the First Contingent Payment was triggered.We conclude that the district court erred, for there is no ambiguity in the Agreement with respect to Contingent Payments.

• The district court ruled that plaintiffsʹ counsel could not recover a contingent fee from the Bonus Payment or the First Contingent Payment.

• Plaintiffsʹ counsel also appeal from the district courtʹs denial of any attorneysʹ fee with respect to the First Contingent Payment.

• The parties signed an engagement letter, which stated that the arbitrator was to resolve “their disagreement as to whether the threshold amount for the First Contingent Payment Period has been met, and if the threshold amount has been met, the amount of the First Contingent Payment.” Dkt.

More Definitions of First Contingent Payment

First Contingent Payment means the payment to be made to Seller as calculated under and pursuant to Schedule 2.8(a) and due following the First Measurement Period.

First Contingent Payment has the meaning set forth in Section 1.4(a).

First Contingent Payment has the meaning ascribed to such term in Section 2.9(a)(i).

First Contingent Payment. SCP" means "Second Contingent Payment". - "PBT" means "Profit Before Tax". - "RDP" means "Residual Downpayment". - "EBIT" means "Earnings Before Interest and Taxes".

First Contingent Payment. SCP" means "Second Contingent Payment". - "PBT" means "Profit Before Tax". - "RDP" means "Residual Downpayment". - "EBIT" means "Earnings Before Interest and Taxes". - Mathematical symbols: * "-" means subtract or minus; * "+" means add or plus; * "*" means multiply or times; * "%" means percent. * "/" means divide by; and * "=" means equals or equal to. <PAGE> SCHEDULE R RESTRICTED PARTY PURCHASE AGREEMENTS 1. ACCENT MARKETING SERVICES, L.L.C. (a) Membership Interest Purchase Agreement by and among MDC Corporation Inc. ("MDC"), Maxxcom Inc. ("Maxxcom"), Accent Acquisition Co. (the "Purchaser"), AMS Holdings, Inc. (the "S-Corp"), Xxx Xxxxxx ("Xxxxxx"), Xxxxxxx Xxxxxxx ("Xxxxxxx"), Xxxxx Xxxxxxxx ("Xxxxxxxx"), Xxx Xxxxx ("Xxxxx"), Xxxxx Xxxxxxxxxx ("Xxxxxxxxxx") and Xxx Xxxxxxxx ("Xxxxxxxx") (together with Hansen, Robbins, Xxxxxxxx, Xxxxx and Schwertley, collectively referred to herein as the "Principals" and individually as a "Principal") dated as of October 31, 1999. (b) Membership Interest Purchase Agreement dated May 8, 2001 by and among Accent Marketing Services, L.L.C. ("Purchaser"), Pro-7 Inc. and Xxxx Xxxxxxx ("Xxxxxxx") whereby the Purchaser purchased 40% of the Membership Interest in Mo' Better Marketing LLC (the "Company"). 2.

First Contingent Payment is defined in Section 2.5(a)(i) of this Agreement.

First Contingent Payment means an amount equal to the product of (A) the applicable percentage determined pursuant to Section 2.6(d)(ii)(B) above and (B) the aggregate Acquired Business Revenue for the first twelve full Quarterly Measurement Periods following the Closing Date.