Contingent Payment. Notwithstanding anything in this Agreement to the contrary, if any of the Properties are sold by Buyer within twelve (12) months after the Closing Date, Buyer shall pay to Seller an amount equal to five percent (5%) of the Consideration allocated to such Property. The Deeds shall contain a deed restriction granting Seller the right to receive such additional sum from Buyer.
Contingent Payment. (a) As soon as practicable, but in any event no later than ninety (90) days following each of December 31, 2004, December 31, 2005 and December 31, 2006, the Buyer shall (i) prepare in accordance with GAAP a statement derived from the audited financial statements of the Buyer (each, an "Earn-Out Statement") of the Business EBITDA (as defined below) for each of the full fiscal years ending on such dates (such one-year periods together being the "Earn-Out Period") and, in the Earn-Out Statement for the fiscal year ending December 31, 2006, the Average Annual Business EBITDA (as defined below) for the Earn-Out Period, and (ii) deliver each Earn-Out Statement to the Seller Representative. At any time prior to the expiration of each period ending forty-five (45) days following the Seller Representative's receipt of each Earn-Out Statement for the fiscal years ending December 31, 2004 and December 31, 2005 (each such period, a "Preliminary Dispute Period") and, with respect to the Final Earn-Out Statement (as defined below), during the Final Dispute Period (as defined below), the Buyer shall upon reasonable notice, and during normal business hours, provide the Seller Representative and/or one or more accountants designated by the Seller Representative with reasonable access to the management of the Company, and the Buyer shall, and shall cause the Buyer's accountants, upon reasonable notice, to provide reasonable access to any and all documents, records and work papers used in the preparation of such Earn-Out Statement or Final Earn-Out Statement (as applicable) and shall reasonably cooperate with the Seller Representative and/or such accountant(s) in connection with any such review of such Earn-Out Statement or Final Earn-Out Statement and the documents, records and work papers related thereto. The Seller Representative shall have until the expiration of each Preliminary Dispute Period to dispute any or all amounts or elements of the Earn-Out Statement delivered immediately prior to such Preliminary Dispute Period (any such dispute, a "Preliminary Dispute"). The Seller Representative may provide to the Buyer, prior to the end of any Preliminary Dispute Period, written notice of a Preliminary Dispute (a "Preliminary Dispute Notice"), specifically setting forth the amounts and elements with which the Seller Representative disagrees and each basis for each such disagreement. If the Seller Representative does not so deliver a Preliminary Dispute Notice to the Buyer...
Contingent Payment. Subject to your continued employment through the Closing, you will be eligible to receive a lump sum cash payment (the “Contingent Additional Payment”) in a pre-tax amount equal to 10.50% of the amount of the Available Pool. For purposes of this letter, “Available Pool” means an amount not in excess of $2,500,000, as determined by the persons who are members on the date hereof of the Compensation Committee of the Board of Directors of the Company (the “Compensation Committee”), in their sole discretion, based on (1) the achievement of the Company’s financial budget for the 2010 fiscal year during the period from the beginning of the 2010 fiscal year through the Closing and (2) in connection with the transactions contemplated by the Purchase Agreement, (A) successful resolution for the account of both Buyer and Sellers of the following matters described in the Company Disclosure Letter (as defined in the Purchase Agreement): (a) Item 3 of Schedule 3.9(a), Item 1 of Schedule A(ii), Item 1 of Schedule 8.3(c)(ii)(A) and Item 1 of Schedule 9.12(i); (b) Item 14 of Schedule 3.12; (c) Item 7 of Schedule 3.16(a), Item 1 of Schedule A(i) and Items 1 and 2 of Schedule 9.13; and (d) Item 3 of Schedule 3.16(a), Item 2 of Schedule A(ii) and Item 2 of Schedule 9.12(ii) and (B) release of all indemnities without cost to Sellers. The Contingent Additional Payment, if any, shall be paid promptly following (but in no event more than 75 days after) the final determination of indemnification obligations relating to the representations and warranties under the Purchase Agreement.
Contingent Payment. If Executive is employed at the Company at the time of the Contingent Payment described in Section 2.7 of the Purchase Agreement, Executive shall be paid an allocation under the Bonus Pool contemplated by the Management Incentive Plan (as defined in the Purchase Agreement) that is greater than or equal to the highest Bonus Pool Percentage granted to any other executive of the Company; provided, however, that Executive shall have first executed a Participation Agreement in the form attached to the Management Incentive Plan.
Contingent Payment. 16 Section 2.13
Contingent Payment. This Note will be issued with the support of a Convertibility Support and Escrow Agreement. Upon the occurrence of a default in payment by the Issuer of the Note, whether at the Note’s original Maturity or at an accelerated maturity as a result of the exercise of a Call/Put Option, as a result of a Convertibility Event where a “Convertibility Event” shall mean the failure of any Governmental Authority of Brazil, as defined in the Convertibility Support and Escrow Agreement, to approve or permit the exchange of Reais for U.S. Dollars to repay the Convertibility Enhanced Notes (including, without limitation, the inability to repay the Note due to the promulgation, operation or enforcement by any relevant Brazilian Governmental Authority of any law, act, decree, regulation, ordinance, order, policy or determination or modification of, or change in the interpretation of any the foregoing, an effect of which (i) restricts the exchange of Reais for U.S. Dollars, (ii) prevents the transfer of U.S. Dollars outside of Brazil or (iii) makes U.S. Dollars generally unavailable in any legal exchange market in Brazil), the Note will be repaid through the collection of export receivables in an offshore escrow account to be opened and maintained with an escrow agent. Exclusively upon the occurrence of a Convertibility Event and the receipt of a written request from the Agent, Issuer will conclude a Convertibility Support and Escrow Agreement with Cargill Financial Services International, Inc. as the Escrow Agent on behalf of the Note Purchasers under which agreement the Issuer unconditionally and irrevocably agrees that the proceeds of its Export Receivables under an Off-take Contract with a designated buyer will be assigned and pledged to the Escrow Agent on behalf of the Note Purchasers and will be paid by the designated buyer to an Escrow Account with the Escrow Agent for repayment of the Note in accordance with Central Bank’s regulation. The original Maturity or accelerated maturity of the Notes as a result of the exercise of a Call/Put Option shall be extended upon the occurrence of a Convertibility Event as deemed reasonably necessary by the Agent to enable Issuer to fulfill its payment obligations under the Note through the export of goods during shipment windows designated by the Agent.
Contingent Payment. Contractor acknowledges and accepts that all payments to Contractor under this Agreement by District are contingent upon funding availability as provided by the Grant Agreement between the Department of Water Resources of the State of California and District (Grant Agreement), attached hereto as Exhibit D. If, for any reason, the Grant Agreement is terminated, rescinded, or void, or funding is otherwise unavailable to the District, the District shall not have any obligation to make payments to Contractor under this Agreement.
Contingent Payment. On March 1, 2000 (the "Contingent Payment Date"), THINK shall issue to the Partnership shares of Common Stock (the "Contingent Shares") having an aggregate value equal to twice the revenues generated by the division of THINK operated by the Partners (the "Envision Operations") for the period from January 1, 1999 through December 31, 1999 (the "1999 Revenues") less Three Million Five Hundred Thousand Dollars ($3,500,000) (the "Contingent Payment"). By way of example, if the 1999 Revenues are $4,000,000, then the Contingent Payment is $4,500,000, which is ($4,000,000 times 2) less $3,500,000. The number of Contingent Shares issuable on the Contingent Payment Date shall be determined by dividing: (i) the Contingent Payment by the average of the closing transaction price per share of Common Stock for the five (5) trading days ending on the second business day prior to the Contingent Payment Date as quoted by Nasdaq or such other exchange or quotation bureau on which THINK's securities are then traded or listed for quotation. Upon the request of the Partners, THINK shall pay to the Partnership (for distribution to the Partners) up to $500,000 of the Contingent Payment in cash (the "Contingent Cash") which amount is intended to cover all or a portion of the aggregate increase in the tax liabilities of the Partners for the taxable year ending in 1999 resulting from the issuance to the Partnership (and subsequent distribution, if any, to the Partners) of the Common Stock. Such payment of Contingent Cash shall be made at such time as the Partnership files (or the Partners file, as the case may be) the appropriate tax forms with the Internal Revenue Service. Notwithstanding any of the foregoing, the aggregate value of the Initial Payment and the Contingent Payment deliverable by THINK shall not exceed Nine Million Dollars ($9,000,000). The Contingent Shares issuable on the Contingent Payment Date shall be reduced to prevent any such excess. For purposes hereof, the term "Revenues" shall mean all fees, commissions, and compensation, determined in accordance with generally accepted accounting principals, earned by the Envision Operations during the applicable period.
Contingent Payment. 5 2.2.1 Financial Statements and Contingent Payment Report............................................5 2.2.2
Contingent Payment. In consideration of its agreement to act as a Consultant pursuant to the terms of this Agreement, the Corporation hereby agrees to pay the Consultant a contingent payment in the aggregate amount of 4% of $175,000, paid in four semiannual installments beginning with the six-month period ending July 31, 1998, if the Gross Profit of the Acquired Stores exceeds the Target Gross Profit as set forth on SCHEDULE A hereto. Payment shall be made to the Consultant within 45 days after the end of each six-month period. The contingent payments provided for herein shall be subject to Section 9.3 of the Stock Purchase Agreement. The term "ACQUIRED STORES" means the stores acquired by LTC pursuant to the Stock Purchase Agreement.
