Contingent Installment Payments Sample Clauses

Contingent Installment Payments. Buyer shall pay to Seller the contingent installment payments described in Sections 2.3(b)(i)-(iv) below (the "Contingent Installment Payments"), provided, however, that during the Minimum Contingent Installment Payment Period, the Contingent Installment Payments shall be paid only to the extent such amount exceeds the Minimum Contingent Installment Payments. Contingent Installment Payments shall be calculated as of the last day of each month and shall be paid, if due, no later than forty-five (45) days following the last day of the month for which such Contingent Installment Payment was calculated. Together with the remittance of any Contingent Installment Payment, Buyer shall deliver to Seller a Monthly Payment Report. Within 150 days after the expiration of Buyer's fiscal year (until and including fiscal 2008), Buyer shall deliver to Seller an Annual Payment Report. The Contingent Installment Payments shall consist of the following, as applicable:
Sample 1
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Contingent Installment Payments. On the last day of each of the three (3) successive twelve (12) month periods (hereinafter at times referred to as the “First Twelve Month Period”, the “Second Twelve Month Period” and “Third Twelve Month Period,” respectively) which immediately follow the Closing Date, Pain Care pay to Seller $375,000 (each a “Contingent Installment Payment”) if, and only if, all of the following conditions are satisfied (each a “Condition” and collectively, the “Conditions”) throughout the First Twelve Month Period, the Second Twelve Month Period and the Third Twelve Month Period: (i) Xx. Xxxxxxx and Practice Operator (as defined in that certain MSA dated May 25, 2004 (the “MSA”) by and among PainCare Acquisition Company XII, Inc., Georgia Pain Physician, P.C., and Xxxxxx X. Xxxxxxx, M.D.) are in compliance with all of the terms and conditions applicable to Xx. Xxxxxxx and Practice Operator in the MSA, including but in no way limited to, timely payment in full of the Management Fee (as defined in the MSA) and compliance with the restrictive covenant provisions set forth in Section 10 of the MSA); (ii)Xx. Xxxxxxx is in compliance with the restrictive covenant provisions of Section 11 of that certain Merger Agreement and Plan of Reorganization dated May 25, 2004 (the “Merger Agreement”) by and among PainCare Holdings, Inc., PainCare Acquisition Company XII, Inc., Georgia Surgery Centers, Inc. and Xxxxxx Xxxxxxx, M.D.); and (iii) Xx. Xxxxxxx and Practice Operator are in compliance with the restrictive covenant provisions of Section 12 of this Agreement. To the extent that each of the Conditions are satisfied throughout the First Twelve Month Period, Second Twelve Month Period and Third Twelve Month Period, then PainCare shall pay to the Shareholder $375,000 within thirty (30) days of the end of each of the First Twelve Month Period, Second Twelve Month Period and Third Month Period. To the extent that any of the Conditions are not satisfied during any of the First Twelve Month Period, Second Twelve Month Period and Third Twelve Month Period, then for the applicable Twelve Month Period where any of the Conditions are not satisfied, and each subsequent Twelve Month Period, PainCare shall not pay, and shall have no duty or obligation to ever pay, and Shareholder shall not receive, and shall have no right to ever receive, any Contingent Installment Payment. For example, by the way of illustration only, assume that throughout the First Twelve Month Period the Conditions are sati...
Sample 1
Contingent Installment Payments. At such time as the Killington and Pico Mountain Ski Resorts generate either (i) at least 4,000,000 skier visits (as defined above) on a cumulative basis from the Closing through March 1, 2000 or (ii) 1,400,000 skier visits (as herein defined) in any single ski season following the Closing, then Buyer shall pay to Seller the amount of Two Million Dollars ($2,000,000) in equal annual installments of Two Hundred Thousand Dollars ($200,000) each, beginning as of the March 1st following the season in which such condition is satisfied, and continuing on each March 1 thereafter until paid in full. Payment of the foregoing amounts is to be guaranteed by American Skiing Company, a Maine corporation. In the event Buyer fails to operate the ski resort for any period of 10 consecutive days during the period December 15 to March 15 for each ski season, then for purposes of calculation of skier visits, the resort shall have attributed to it 5,000 skier visits for each 10 consecutive day period the resort is closed to skiing during such period. Buyer will provide Seller with an accounting of skier visits within 60 days following the close of skiing at the resort. Seller shall have the right to audit Buyer's records relevant to the skier visit calculation during normal business hours upon reasonable advance notice.
Sample 1

Related to Contingent Installment Payments

  • Installment Payments Notwithstanding Section 3.01, the Executive may elect by written notice to receive any payments due to him hereunder by way of periodic or installment payments.

  • Treatment of Installment Payments Each payment of termination benefits under this Agreement shall be considered a separate payment, as described in Treas. Reg. Section 1.409A‑2(b)(2), for purposes of Section 409A of the Code.

  • Purchase Price Payments 23 Section 10.02. THE PURCHASER NOTE.........................................................................23 ARTICLE XI Confidentiality.......................................................................................24 ARTICLE XII Term.................................................................................................25

  • Purchase Price Payment Purchaser shall deliver to SAFEDOX the sum of $5,000 in payment of the 16,667 shares of Common Stock purchased by Purchaser hereunder, a per share price of $.30, which payment shall be delivered as provided in paragraphs VI and VII hereinbelow.

  • 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.

  • Settlement Payment If the resulting net amount is positive, it shall be payable by the Defaulting Party to the Non-Defaulting Party, and if it is negative, then the absolute value of such amount shall be payable by the Non-Defaulting Party to the Defaulting Party.

  • 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.

  • Settlement Payments On the first Business Day of each month ("Interest Settlement Date"), Collateral Agent will advise each Lender by telephone, fax or telecopy of the amount of such Lender's share of interest and fees on each of the Loans as of the end of the last day of the immediately preceding month. Provided that such Lender has made all payments required to be made by it under this Agreement, Collateral Agent will pay to such Lender, by wire transfer to such Lender's account (as specified by such Lender on the signature page of this Agreement or the applicable Assignment and Acceptance Agreement, as amended by such Lender from time to time after the date hereof or in the applicable Assignment and Acceptance Agreement) not later than 3:00 p.m. Chicago time on the next Business Day following the Interest Settlement Date, such Lender's share of interest and fees on each of the Loans. Such Lender's share of interest on each Loan will be calculated for that Loan by adding together the Daily Interest Amounts for each calendar day of the prior month for that Loan and multiplying the total thereof by the Interest Ratio for that Loan. Such Lender's share of the Unused Line Fee described in subsection 2.3(A) shall be an amount equal to (a)(i) such Lender's average Revolving Loan Commitment during such month, less (ii) the sum of (x) such Lender's average Daily Loan Balance of the Revolving Loans, plus (y) such Lender's Pro Rata Share of the average daily aggregate amount of Letter of Credit Reserve, in each case for the preceding month, multiplied by (b) the percentage required by subsection 2.3(A). Such Lender's share of all other fees paid to Collateral Agent for the benefit of Lenders hereunder shall be paid and calculated based on such Lender's Commitment with respect to the Loans on which such fees are associated. To the extent Collateral Agent does not receive the total amount of any fee owing by Borrowers under this Agreement, each amount payable by Collateral Agent to a Lender under this subsection 9.8(A)(4) with respect to such fee shall be reduced on a pro rata basis. The Collateral Agent and the Lenders hereby acknowledge and agree that in no event shall the aggregate fee payments received by such Lenders pursuant to this subsection 9.8(A)(4) exceed the total amount of fees pursuant to subsection 2.3.

  • 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.

  • Principal Payment Dates Subject to the Subordination Provisions set forth below, payments of the principal amount of this Company Note shall be made as follows:

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