Additional Contingent Payment Sample Clauses

Additional Contingent Payment. (i) Parent shall also make a single future payment to Seller, or its assignee(s) pursuant to Section 2.1(b)(v), of up to a maximum of Twenty Million Dollars ($20,000,000) in cash contingent on the Business, as operating following the Closing by Purchaser, achieving the revenue performance levels set forth in SCHEDULE 2.1(B) in the twelve-month period commencing at Closing (the "ADDITIONAL CONTINGENT PAYMENT"). The Additional Contingent Payment would be paid, if applicable, within sixty (60) days after the one-year anniversary of the Closing (the "ADDITIONAL CONTINGENT PAYMENT DATE"), based on the achievement of the revenue performance levels set forth in SCHEDULE 2.1(B), and calculated in accordance with the formulas identified therein. Seller is free to pay or assign the right to receive such amount of the Initial Purchase Price or the Additional Contingent Payment to other parties of its choice provided that Seller does not make any such payments contingent upon the recipient remaining an employee of Purchaser. Seller acknowledges that making such payments contingent upon the recipient remaining an employee of Purchaser would result in unfavorable accounting treatment to Purchaser and accordingly Seller's doing so shall constitute a material breach of this Agreement.
Sample 1
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Additional Contingent Payment. The payment required of Lessor under Section 7.1.1 of the Plan, if any.
Sample 1
Additional Contingent Payment. In addition to the Contingent Quarterly Payment described in Section 2.2(c)(1) hereof, Seller may be entitled to additional contingent payments (each an “Additional Contingent Payment”), as determined pursuant to this Section 2.2(c)(2). Seller shall not be entitled to any Additional Contingent Payment with respect to the first four (4) quarterly Measurement Periods. After the end of each of the eight (8th), twelfth (12th), sixteenth (16th) and twentieth (20th) quarterly Measurement Periods, the Purchaser shall calculate (i) the total Vault Net Revenue for such quarterly Measurement Period and the immediately preceding three (3) quarterly Measurement Periods (in each case, the “Current Annual Vault Revenue”), and (ii) the total Vault Net Revenue for the four (4) quarterly Measurement Periods immediately preceding the four (4) quarterly Measurement Periods as to which the Current Annual Vault Net Revenue has been calculated (in each case the “Prior Annual Vault Net Revenue”). The Purchaser shall then determine the excess (if any) of, in each case, the Current Annual Vault Net Revenue over the Prior Annual Vault Net Revenue (each an “Annual Increase”). If an Annual Increase exists, Purchaser shall pay to Seller an Additional Contingent Payment equal to five percent (5%) of any such Annual Increase. To the extent payable hereunder, each Additional Contingent Payment shall be payable within sixty (60) days of the end of the eighth (8th), twelfth (12th), sixteenth (16th) or twentieth (20th) quarterly Measurement Periods, as applicable.
Sample 1
Additional Contingent Payment. In consideration for the Stockholders’ Representative agreeing to this Amendment, Parent shall make or cause to be made an additional payment in the amount of Eight Million Seven Hundred Fifty Thousand Dollars ($8,750,000) in accordance with the Contingent Allocation Certificate delivered by the Stockholder’s Representative to Parent on the date hereof concurrently with the execution of this Amendment, which amount shall be funded into the Neuronex Payroll account and XX Xxxxxx Paying Agent account as specified in such certificate within five (5) days after the Amendment Date for further distribution to the Former Holders in accordance with payroll account procedures and the XX Xxxxxx paying agency agreement, respectively. Section 1.7(a)(1) of the Merger Agreement shall be deemed amended to include this additional payment as an additional “Contingent Payment” as defined in such section of the Merger Agreement.
Sample 1
Additional Contingent Payment. In the event ChromaVision successfully Commercializes (as defined herein) the ChromaVision Digital Analyzer for Down Syndrome-NAP prenatal screening, ChromaVision shall pay to IDEA the additional sum of $150,000.00. For purposes of this Agreement, "Commercialization" means the commercial use, by any one or more of the five major national screening laboratories (Quest, LabCorp, SmithKline, Genzyme, and the State of California (and any department, office or unit thereof)), of the ChromaVision Digital Analyzer to screen for Down Syndrome by analyzing intracellular levels of NAP.
Sample 1
Additional Contingent Payment. On the date that is 150 days after the widespread theatrical release of the computer generated animated feature film currently titled “Everyone’s Hero” (such release date, the “E.H. Release Date”), Buyer will cause Company Group to pay Seller cash in an amount equal to the lesser of (a) $15,475,000, and (b) 75% of the amount of gross domestic box office receipts from the initial theatrical release in the United States and Canada of such film during the first 120 days after the E.H. Release Date (as reported in Variety, or if not so reported in Variety, as reported in a comparable publication reasonably selected by Buyer) in excess of $45,000,000 (the “E.H. Contingent Payment”). For the avoidance of doubt, if such reported box office receipts from such film during such period do not exceed $45,000,000, then the amount of the E.H. Contingent Payment will be zero, and no payment will be required to be made to Seller under this Section 3.7.
Sample 1
Additional Contingent Payment. In the event that the Performance Multiple for each Performance Period is greater than one, following the completion of the third Performance Period and upon complete satisfaction of the Performance Period Requirements for each Performance Period, in addition to the payments called for by Section 3.2(a), Buyer shall pay Owner an amount equal to the sum of the maximum Contingent Payment payable for each Performance Period multiplied by the difference between the Performance Multiple for the applicable Performance Period and one; provided that the aggregate amount of the Contingent Payments and the Additional Contingent Payment payable for all Performance Periods, shall not exceed, in the aggregate, $1,500,000 (the “Additional Contingent Payment Cap”). Buyer shall pay the Additional Contingent Payment in cash, shares of Zanett Stock or a combination of both, as Buyer shall determine in its sole discretion; provided, however, that not less than 50% of the Additional Contingent Payment shall be paid in cash.
Sample 1
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Additional Contingent Payment. After the Closing, Buyer shall, subject to Section 11.2 below, pay to Seller, in addition to the Purchase Price, $15,000,000 (the "Contingent Payment"), so long as the following conditions are satisfied: (1) Buyer shall have received all necessary permits, including permit modifications, to increase the Landfill's permitted disposal capacity to a minimum of Nine Thousand (9,000) tons per day, which permits shall be final and nonappealable and otherwise acceptable to Buyer in Buyer's commercially reasonable discretion (the "Expansion Permits"), and (2) after the Expansion Permits are issued and become effective, the Landfill shall have received Eight Thousand Seven Hundred Fifty (8,750) tons per day of municipal solid waste, as determined on an average daily basis for a period of sixty (60) consecutive Business Days, based on a five and one-half day week. Buyer will commence development of an application for the Expansion Permits promptly after the Closing. The parties acknowledge that the issuance of the Expansion Permits depends on the approval of the DEC, which such approval can not be guaranteed by the parties. Promptly following the issuance of the Expansion Permits, or at such earlier time as determined by Buyer in its sole discretion, Buyer shall use reasonable commercial efforts to pursue waste volumes from New York City and other sources for delivery to the Landfill to meet the contingency payment requirements of this Section 2.4. The covenants contained in this Section 2.4 shall survive the Closing. Buyer shall supply to Seller a copy of all quarterly volume reports within thirty (30) days after the submission to the DEC, commencing with the first report due following the receipt of Expansion Permits and ceasing on the date Buyer pays Seller the additional contingent payment of $15,000,000 (subject to Section 11.2 below).
Sample 1

Related to Additional Contingent Payment

  • 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 Payments The Unilever Stockholder shall have the right to receive the Contingent Payments, if any, on the terms and subject to the conditions set forth on Exhibit 9 in recognition of its period of ownership of the Class B Shares.

  • Additional Payment (a) If, notwithstanding the provisions of Section 8(a)(ii), but subject to subsection (b), it is ultimately determined by a court or pursuant to a final determination by the Internal Revenue Service that any portion of Total Payments is subject to the tax (the "Excise Tax") imposed by Section 4999 of the Code (or any successor provision), then the Company shall pay to the Executive an additional amount (the "Gross-Up Payment") such that the net amount retained by the Executive after deduction of any Excise Tax and any interest charges or penalties in respect of the imposition of such Excise Tax (but not any federal, state or local income tax) on the Total Payments, and any federal, state and local income tax and Excise Tax upon the payment provided for by this Section 23 shall be equal to the Total Payments. For purposes of determining the amount of the Gross-Up Payment, the Executive shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation in the calendar year in which the Gross-Up Payment is to be made and state and local income taxes at the highest marginal rates of taxation in the state and locality of the Executive's domicile for income tax purposes on the date the Gross-Up Payment is made, net of the maximum reduction in federal income taxes that could be obtained from deduction of such state and local taxes.

  • Mandatory Payment (a) If, at any time, the Revolving Credit Exposure shall exceed the Total Commitment Amount as then in effect, Borrowers shall, as promptly as practicable, but in no event later than the next Business Day, prepay an aggregate principal amount of the Loans sufficient to bring the Revolving Credit Exposure within the Total Commitment Amount.

  • Additional Consideration Retrocessionaire agrees to pay under the Inuring Retrocessions all future premiums Retrocedant is obligated to pay pursuant to the terms of the Inuring Retrocessions to the extent that such premiums are allocable to Retrocessionaire in the manner set forth in Exhibit E hereto, and not otherwise paid by Retrocessionaire and to indemnify Retrocedant for all such premiums paid directly by Retrocedant, net of any ceding commissions and similar amounts paid by Third Party Retrocessionaires to Retrocedant.

  • No Additional Fees/Payment Other than the consideration specifically referenced herein, the parties hereto agree that no fee, payment or additional consideration in any form has been or will be paid to the Holder in connection with this Agreement.

  • Additional Contributions The Member is not required to make any additional capital contribution to the Company. However, the Member may at any time make additional capital contributions to the Company in cash or other property.

  • No Additional Consideration For the avoidance of doubt, the transfer of any Assets under this Section 2.8 shall be effected without any additional consideration by either party.

  • Additional Considerations For each mediation or arbitration:

  • Contingent Consideration The Contingent Consideration shall become payable and/or issuable to each Selling Securityholder within 10 Business Days of the Contingent Consideration Date in accordance with this Section 1.5(c) (and subject to Section 1.5(a)), subject to and in accordance with Section 1.6, including any reduction for an amount of cash up to such Selling Securityholder’s Pro Rata Share of the Holdback Amount withheld pursuant to Section 1.6(b), with each Selling Securityholder receiving an amount of cash and/or stock equal to (a) the percentage set forth in the Spreadsheet opposite such Selling Securityholder’s name under the heading “Contingent Consideration Percentage” multiplied by (b) the Contingent Consideration. The “Contingent Consideration Date” shall mean the earlier of (i) the date that is 30 months following the Closing Date and (ii) the date upon which $50 million in gross proceeds (net of transaction fees and expenses, including any broker fees, the “Contingent Threshold Amount”) is received by Purchaser from investors pursuant to bona fide equity financings in exchange for the issuance of Purchaser Series B Stock. If the Contingent Threshold Amount (A) is met prior to the Contingent Consideration Date, then the Contingent Consideration shall be an amount payable in cash equal to $50 million, or (B) is not met prior to the Contingent Consideration Date, then the Contingent Consideration shall be (I) an amount payable in cash equal to the gross proceeds (net of transaction fees and expenses, including any broker fees) received by Purchaser from investors pursuant to bona fide equity financings during such 30-month period in exchange for the issuance of Purchaser Series B Stock (the “Actual Financing Proceeds”), plus (II) a number of shares of Purchaser Series B Stock equal to (x) two multiplied by (y) (i) (1) the Contingent Threshold Amount minus (2) the Actual Financing Proceeds, divided by (ii) the Purchaser Series B Stock Price (such amount of cash paid and/or shares issued, the “Contingent Consideration”). Notwithstanding anything to the contrary in the foregoing, to the extent any such Selling Securityholder is not able to provide evidence satisfactory to Purchaser that such Selling Securityholder is an accredited investor as defined in Rule 501(a) of Regulation D under the Securities Act (or otherwise provide evidence satisfactory to Purchaser that another applicable exemption under the Securities Act is available to rely upon), then Purchaser reserves the right, in its sole discretion, to replace the share issuance to such Selling Securityholder pursuant to clause (II) of the prior sentence with a payment in cash equal to (x) the Purchaser Series B Stock Price multiplied by (y) the number of shares that otherwise would have been issuable to such Selling Securityholder pursuant to clause (II) of the prior sentence (rounded down to the nearest cent).

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