Contingent Payments Sample Clauses
The Contingent Payments clause establishes that certain payments under a contract are only required if specific conditions or events occur. For example, a contractor may only receive a bonus if a project is completed ahead of schedule, or a supplier may be paid upon successful delivery of goods. This clause ensures that payment obligations are directly tied to the achievement of predefined milestones or outcomes, thereby aligning incentives and managing financial risk for both parties.
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Contingent Payments. Buyer shall pay SAMO, as additional consideration for the Purchased Assets, an aggregate amount not to exceed three million two hundred thousand (US $3,200,000) in contingent payments (“Contingent Payments”) as follows:
(a) if Sellers deliver to Buyer all components of the Keystone Branded Smiler Implant System identified on the attached Exhibit A on or before the delivery dates listed on Exhibit A, and Buyer confirms in writing within thirty (30) days after receipt of all components that such components comply with the Quality Requirement and Metrics set forth in Section 2.4 of the MSS Agreement, Buyer shall pay to SAMO a Contingent Payment equal to eight hundred thousand dollars (US $800,000);
(b) if and when the support services to be provided by Sellers to Buyer, as set forth on Schedule 3.3 of the MSS Agreement, are completed in compliance with the support services timeline, as set forth on Schedule 3.4 of the MSS Agreement, Buyer shall pay to SAMO a Contingent Payment equal to eight hundred thousand dollars (US $800,000), provided, however, that if this Contingent Payment shall not have been made prior to December 31, 2012, then this Contingent Payment shall be made in any event within thirty (30) Business Days of December 31, 2012;
(c) if and when the Cumulative Revenues (as defined below) shall equal or exceed five million dollars (US $5,000,000) Buyer shall pay to SAMO a Contingent Payment equal to eight hundred thousand dollars (US $800,000); and
(d) if and when the Cumulative Revenues (as defined below) shall equal or exceed ten million dollars (US $10,000,000) Buyer shall pay to SAMO a Contingent Payment equal to eight hundred thousand dollars (US $800,000). In exchange for Buyer’s agreement to and execution of the foregoing amendment to Asset Purchase Agreement, Section 2.04, Sellers agree to: (i) execute simultaneously with this Agreement the Trademark License Agreement attached hereto as Exhibit B; and (ii) work with Buyer to file additional patent applications identified by Buyer relating to Sublicensed Patents and/or Improvements pursuant to Sections 8.1-8.2 of the Sublicense Agreement no later than October 1, 2010. All other terms and provisions set forth in the Asset Purchase Agreement shall remain in full force and effect. Further, this Agreement shall be construed, performed and enforced in accordance with, and governed by, the laws of the State of New York, without giving effect to the conflict or choice of law rules thereof. In addit...
Contingent Payments. The Borrower agrees to pay to the Lender a Contingent Payment with respect to each Asset Pool, payable on each Distribution Date for such Asset Pool in an amount equal to that portion of the Asset Pool Proceeds available for payment thereof as provided in Section 2.8(j). Payment in full of any Loan made in respect of an Asset Pool shall in no way affect the obligation of the Borrower to pay to the Lender the Contingent Payments with respect to such Asset Pool as provided herein. The Borrower and the Lender agree that all Contingent Payments with respect to an Asset Pool will be treated as interest for United States federal income tax purposes and that the Borrower's interest deductions and the Lender's interest income with respect thereto shall accrue in accordance with the Projected Accrual Schedule for such Asset Pool delivered by the Borrower pursuant to Section 2.1(a) and accepted by the Lender pursuant to Section 2.1, as required and determined in accordance with the non-contingent bond method described in Treasury Regulation 1.1275-4(b).
Contingent Payments. (a) Following the Closing and as additional consideration for the Securities, Buyer shall make, or cause the Acquired Entities to make, to Sellers (subject to the terms and conditions set forth in this Section 1.4) additional cash payments based on the performance of the Acquired Entities during each of the twelve month periods ending (i) December 31, 2006, (ii) December 31, 2007, (iii) December 31, 2008 and (iv) December 31, 2009 (each, a “Contingent Payment Period”). With respect to each Contingent Payment Period, Buyer shall make, or cause the Acquired Entities to make, to Sellers cash payments in an aggregate amount equal to the amount, if any, by which EBITDA during such Contingent Payment Period exceeds $8,000,000 (each such excess, if and to the extent earned for any such Contingent Payment Period, a “Contingent Payment”). The Contingent Payment, if any, for each Contingent Payment Period shall be paid by Buyer or (at Buyer’s direction) the Acquired Entities as follows:
(A) Buyer or (at Buyer’s direction) the Acquired Entities shall pay to each Seller an amount equal to 50% of such Seller’s Pro Rata Share of such Contingent Payment in accordance with Section 1.4(b) below and (B) Buyer or (at Buyer’s direction) the Acquired Entities shall pay to each Seller an amount equal to 50% of such Seller’s Pro Rata Share of such Contingent Payment on April ___, 2012.
(b) Within five (5) Business Days following Buyer’s receipt of its audited consolidated financial statements for a particular Contingent Payment Period, but in any event within 95 days following the last day of each Contingent Payment Period, Buyer’s board of directors (the “Board”) shall deliver to each Seller (i) a copy of such financial statements, if such financial statements have been delivered to Buyer as of such date, (ii) a statement (a “Calculation Notice”) setting forth in reasonable detail Buyer’s calculation of the Contingent Payment (if any) for such Contingent Payment Period and
Contingent Payments. (a) Each of (i) the Non-Dissenting Shareholders, in addition to the Closing Consideration Amount payable to them pursuant to Section 2.6, and (ii) the Surviving Corporation or an Acquired Company, for further payment to the Qualified Grantees in accordance with the [***], shall be entitled to certain additional, one-time contingent payments from Parent after the Closing as and to the extent set forth in this Section 2.12 (each such additional payment, a “Contingent Payment”), subject to all the terms and conditions of this Section 2.12.
(b) Subject to the set-off rights of Parent pursuant to Section 2.12(h) below, Parent shall make the Contingent Payments described in Table 1 below following the first achievement or occurrence by or on behalf of Parent or its Subsidiaries or [***] of the corresponding event with respect to [***] (each a “Development Milestone Event”). In no event shall more than one Contingent Payment be due for either of the two Development Milestone Events. No. Development Milestone Event Contingent Payment 1 [***] $[***] 2 [***] $[***]
(c) Parent shall deliver written notice to the Shareholders’ Agent of the achievement of any Development Milestone Event no later than [***] Business Days after the occurrence thereof, and, within [***] Business Days of such notice, Parent shall (A) pay the Contingent Payment Allocation Percentage of such Contingent Payment due to each Non-Dissenting Shareholder to the Paying Agent for distribution to such Non-Dissenting Shareholders, and (B) deposit in the [***] the Contingent Payment Allocation Percentage of such Contingent Payment due to the [***] for further distribution to the Qualified Grantees in accordance with the [***], subject to the retention of any [***] Retained Amount in accordance with Section 5.28.
(d) [***]
(e) [***]
(f) [***]
(g) After the Closing, no Non-Dissenting Shareholder may sell, exchange, transfer or otherwise dispose of his, her or its right to receive any portion of any Contingent Payment, other than (i) upon death by will or intestacy; (ii) by instrument to an inter vivos or testamentary trust in which the right to receive the Contingent Payment or portion thereof is to be passed to beneficiaries upon the death of such Non-Dissenting Shareholder; (iii) pursuant to a court order; (iv) by operation of law (including a consolidation or merger) or without consideration in connection with the dissolution, liquidation or termination of any corporation, limited liability company, p...
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.
Contingent Payments. Except as otherwise required, contingent pay- ments are not taken into account in calculating either the yield or the prin- cipal balance of a section 467 loan.
Contingent Payments. Landlord shall make Contingent Payments to the extent set forth in this section. Tenant shall request each Contingent Payment by submitting a Contingent Payment Request to Landlord or in the case of Contingent Payments for Project Improvements, a Disbursement Voucher pursuant to the Disbursing Agreement. Landlord shall make the Contingent Payment provided that [i] no Event of Default has occurred and is continuing, and [ii] Landlord has determined that all requirements for the Contingent Payment have been satisfied. Contingent Payments will be made not less than eight Business Days and not more than 12 Business Days following Tenant’s delivery of the Contingent Payment Request.
Contingent Payments. The Company will pay to each Purchaser, its Allocated Portion, until the aggregate of all such Allocated Portions (or a portion thereof) equals an amount equal to the Purchaser’s Subscription Amount. The Allocated Portion will be paid by the Company within thirty (30) business days following receipt by the Company of Company Proceeds by wire transfer of immediately available funds to an account specified by the Purchaser in writing to the Company.
Contingent Payments. (a) As further consideration of the agreements set forth herein and the sale by Sellers of the Shares, if the targets set forth below are all achieved, Purchaser shall pay to each Seller such Seller's Pro Rata Share of the applicable amounts set forth below: (the "CONTINGENT PAYMENT"):
(i) In the event that the Revenue of the Company for the twelve months ended December 31, 1998 (the "1998 REVENUE") is greater than the 1998 Target Revenue, Purchaser shall pay to each Seller such Seller's Pro Rata Share of $933,333 and will pay to each Seller such Seller's Pro Rata Share of $0.172 for each dollar by which the 1998 Revenue exceeds the 1998 Target Revenue, which additional amount will in no event exceed $400,000; and
(ii) In the event that the EBITDA of the Company for the twelve months ended December 31, 1998 (the "1998 EBITDA") is greater than the 1998 Target EBITDA, Purchaser shall pay to each Seller such Seller's Pro Rata Share of $933,333 and will pay $0.513 for each dollar by which the 1998 EBITDA exceeds the 1998 Target EBITDA, which additional amount will in no event exceed $400,000; and
(iii) In the event that the Employee Retention Percentage as of December 31, 1998 exceeds the percentage as agreed between Purchaser and Sellers, Purchaser shall pay to each Seller such Seller's Pro Rata Share of $1,133,333.
(b) Within ten (10) calendar days following the date on which Purchaser receives the Company's audited financial statements for the twelve months ended December 31, 1998, Purchaser shall prepare and deliver to the Seller Representative a calculation of the 1998 Revenue and 1998 EBITDA and the Employee Retention Percentage as of December 31, 1998.
(c) The Seller Representative may dispute Purchaser's calculation of the 1998 Revenue and the 1998 EBITDA, but only on the basis that the amounts reflected in such calculation were not determined in accordance with GAAP or adjusted in accordance with this Agreement. The Seller Representative shall notify Purchaser in writing of each disputed item, specifying the amount of each item in dispute and setting forth, in detail, the basis for each item in dispute, within thirty (30) calendar days of the Seller Representative's receipt of Purchaser's calculation of the Revenue. If the Seller Representative has not notified Purchaser of any such dispute within such thirty (30) day period or has notified Purchaser that the Sellers accept the calculation, of the 1998 Revenue, and the 1998 EBITDA, then Purchaser's ca...
Contingent Payments. Subject to the conditions set forth herein and ------------------- in Schedule I hereto, within ten (10) days after the date upon which all loans and obligations due from the Purchaser in its capacity as the borrower pursuant to that certain Credit Agreement among the Purchaser, Bank of America, N.A., formerly known as NationsBank, N.A. (the "Agent"), as agent, and the lenders party thereto dated as of March 12, 1999 (as amended from time to time, the "Credit Agreement"), have been paid in full and the commitments thereunder have been terminated, the Purchaser shall deliver to the Shareholder the portion of the Contingent Payments, if any, payable in cash payable with respect to the twelve-month periods ending December 31, 1999, and December 31, 2000, respectively. Subject to the conditions set forth herein and in Schedule I hereto, within ninety (90) days after December 31, 1999 and within ninety (90) days after December 31, 2000, the Purchaser shall deliver to the Shareholder the portion of the Contingent Payments, if any, payable in stock payable with respect to the twelve-month periods ending December 31, 1999 and December 31, 2000, respectively. Subject to the conditions set forth herein and in Schedule I hereto, within ninety (90) days after December 31, 2001, December 31, 2002, and December 31, 2003, the Purchaser shall deliver to the Shareholder the Contingent Payments, if any, payable with respect to the twelve-month periods ending December 31, 2001, December 31, 2002, and December 31, 2003, respectively. The amount of the Contingent Payments payable to the Shareholder with respect to each such period (each, a "Contingent Period") shall be calculated based upon the EBITA (as defined below) achieved by the Contingent Payment Business (as hereinafter defined) during such Contingent Period. Each of the Contingent Payments, if any, shall be made by delivery to the Shareholder of (i) a certified official bank check payable to the order of the Shareholder or a wire transfer in immediately available funds to an account designated by the Shareholder and (ii) a certificate representing shares of Purchaser Common Stock, registered in the name of the Shareholder, in each case, in such amounts of cash and in such numbers of shares as are determined in accordance with Schedule I hereto.
2. Amendment to Section IV(F). Section IV(F) of the Purchase Agreement is -------------------------- amended and restated in its entirety to read as follows: