Contingency Payments Clause Samples

Contingency Payments. In addition to the purchase price payable at closing (and the payment due one month after closing) as set forth above, Seller shall be entitled to additional payments contingent upon certain operational results of the Company after closing. Specifically, it is agreed that for a period of 48 months beginning with the fourteenth month after the month in which closing occurs, Buyer shall pay to Seller contingency payments (the "Contingency Payments") equal to 30% of (i) the gross income (as hereinafter defined) of the Company less (ii) brokerage commissions (as hereinafter defined) paid by the Company. All Contingency Payments shall be made on a monthly basis with each Contingency Payment due on or before the twentieth day of the month following the month in which such Contingency Payments have been earned in accordance with Generally Accepted Accounting Practices and reconciled or verified against corresponding insurance company statements. A summary of the basis upon which the amount of the Contingency Payment was calculated shall accompany each payment. For purposes of this provision, the gross income of the Company shall include all income earned, as calculated in accordance with Generally Accepted Accounting Practices and reconciled or verified against corresponding insurance company statements, historically credited to the following accounts of the Company: 4000, 4010, 4030, 4100, 4110, 4120, 4200, 4300, 4500 and 4510. For the purposes of this provision, the brokerage commissions shall include all amounts historically reflected in the following accounts of the Company: 4020 and 5310. In addition, notwithstanding anything herein contained to the contrary, Buyer agrees to pay to Seller as additional Contingency Payments all profit sharing commissions received by the Company between the date of closing and the end of the thirteenth month following the month in which closing occurs. Such payments shall be made by Buyer within ten days after the date of receipt of such profit sharing commissions by the Company. For the purposes of this paragraph, profit sharing commissions shall mean commissions historically credited to the Company's account 4010.

Contingency Payments. A proportional allocation of half of funds unspent in the General Fund (GF) contingency at year end will be distributed to the unit. A. The proportional allocation to the unit will be determined in relationship to total compensation. For example, if the M&O GF total compensation is eight (8) percent of GF total compensation, then eight (8) percent of half of the unspent contingency will be made available to the unit for distribution to employees. B. The first payment, if any, will be made for the fiscal year ending June 30, 2015. Notice of the availability of funds will be provided to the Union no later than November 30. C. The Union will determine how the funds are allocated to individual employees but payments will only be made to individuals in the unit and active on the payroll as of December 1. D. Payments of less than forty dollars ($40) per employee will not be distributed. E. FY 14-15 proportional data will be used in allocating funds during the term of the agreement. F. Management does not anticipate, and the Union acknowledges that it is highly unlikely, that any payment will be made under this section for the duration of the contract given the fiscal condition of the College.

Contingency Payments. (a) For a period not to exceed five years after the Effective Date, Seller will pay to Buyer certain amounts ("Contingency Payments") related to a certain shortfall in Product delivered from the Facilities up to a maximum of $725,000 per year (with the total of such payments not exceeding $3,625,000 over the five-year period) based on the following formula: [(A - B) x D] / C = E Where: A = 11,862,500 barrels (32,500 barrels per day); B = The total volume in barrels of all Products delivered from the Facilities during the year for which the Contingency Payment may be due or 7,300,000 barrels (20,000 barrels per day), whichever is greater; C = 4,562,500 barrels (12,500 barrels per day); D = $725,000; and E = Total Contingency Payment due to Buyer. For purposes of this Section 8.5, the term "year" is defined as a period of twelve calendar months following the Effective Date and each subsequent twelve-month period. Each such Contingency Payment, if any, will be paid to Buyer within thirty (30) days after the end of each year for which it is due. As soon as reasonably possible after each month during the period that such Contingency Payments are due, Buyer will provide Seller with a monthly statement of the aggregate volume of Products delivered from the Facilities for the prior month by the 15th of the following month. (b) To secure the payment of such Contingency Payments and unless otherwise provided in this Section 8.5(b), Seller will obtain each year during the period said Contingency Payments are due, a letter of credit ("Letter of Credit") in a form acceptable to Buyer and in the amount equal to the remaining maximum value of the Contingency Payment. The Letter of Credit may also be drawn upon with respect to any of the indemnification obligations of Seller under this Agreement. Buyer will be responsible for and will pay upon receipt of an invoice from Seller, the first $50,000 of the yearly cost of such Letter of Credit. Buyer will review in good faith at least annually the need for Seller to obtain such Letter of Credit and notify Seller at least thirty (30) days prior to the end of each year whether Seller should renew the Letter of Credit for the following year. (c) The Contingency Payments will not be subject to the deductible amount provided in Section 13.2.

Contingency Payments. (i) Contractor shall diligently conduct the Work without suspension (except for Force Majeure, rain days, or to the extent allowed under Section 6.5 or Section 15) for the first 365 Days after the Effective Date. To the extent not limited by the foregoing clause, if Contractor elects to suspend its field Work activities due to the lack of Work that can be accomplished without interfering with the Work as contemplated after acceptance of the Permit Revisions prior to RRC approval of any Permit Revisions, Owner shall pay Contractor a per diem payment of [*] (the “Per Diem Permit Delay Payment”) for each day the field activities are suspended; provided that such Per Diem Permit Delay Payments shall not exceed $[*] in the aggregate. Contractor shall provide Owner with at least thirty (30) days advanced written notice prior to any anticipated potential impact due to the RRC’s failure to approve any Permit Revisions. (ii) Commencing in 2021, if total precipitation exceeds 0.5 inches or more in any Day (rain day) more than 34 times, Owner shall pay Contractor a per diem amount of [*] for each rain day in excess of 34 days (the “Inclement Weather Per Diem Payment”); provided that such Inclement Weather Per Diem Payments shall not exceed [*] in the aggregate for all years. Contractor shall provide Owner with written notice when rain days in any year exceed 34. Contractor shall not be entitled to a Per Diem Permit Delay Payment and an Inclement Weather Per Diem Payment on the same Day. Notwithstanding anything to the contrary, Contractor shall not be entitled to any Per Diem Payments to the extent Contractor has completed dirt Work.

Contingency Payments. Diversicare agrees to provide sixty (60) days advance, written notice to the United States of the sale by any of the entities listed on Attachment C of any of the real estate interests they own during the Settlement Payment Period (Sale Event). i. The United States, at its sole discretion, may terminate this Agreement if Diversicare fails to provide sixty (60) days advanced, written notice of a Sale Event. ii. Upon the occurrence of a Sale Event, Diversicare shall make an additional payment of fifty percent (50%) of the total net proceeds (Net Sale Proceeds) from the Sale Event, to the United States by electronic funds transfer, pursuant to written instructions to be provided to Diversicare by the United States Department of Justice, within seven days of the closing on the Sale Event. Net Sale Proceeds is defined as the gross sale price less any outstanding mortgage balance, applicable federal, state, and local taxes or fees, real estate commissions and closing costs owed by Diversicare and/or any of the entities listed on Attachment C. iii. Any Contingency Payment made pursuant to this Paragraph 1(a) will be divisible and payable by the United States to Tennessee and Relators pursuant to the terms described in Paragraphs 2 and 3 below.

Contingency Payments