Contingent Payments Sample Clauses

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. (a) The Seller shall be eligible to earn an aggregate of up to an additional One Million Three Hundred Fifty Thousand Dollars ($1,350,000) (a “Maximum Contingent Payment Amount”) in contingent payments pursuant to this Section 1.6. (b) Within thirty (30) days following the end of each calendar quarter (each, a “Measurement Period”) commencing with the calendar quarter in which the Closing Date occurs, Buyer, in good faith, shall calculate the Net Revenue for such Measurement Period and shall deliver to the Seller a certificate setting forth such calculation in reasonable detail, which calculation shall be final and binding on all parties unless the Seller objects to such calculation as set forth in Section 1.6(e) below. Subject to the provisions of Section 8.7, within ten (10) days following the final determination of the Net Revenue for such Measurement Period, Buyer shall pay (or, if deposited with SunTrust Bank, as the escrow agent (the “Escrow Agent”), cause the Escrow Agent to pay) to the Seller an amount equal to five percent (5%) of the Net Revenue for such Measurement Period (each, a “Contingent Payment”); provided, however, that the maximum aggregate payments to which the Seller shall be entitled hereunder shall not exceed the Maximum Contingent Payment Amount. (c) If at any time prior to the one year anniversary of the Closing Date, the Contingent Payments paid to the Seller (whether such payments are placed in escrow as contemplated by this Agreement, paid to the Seller or offset pursuant to the provisions of Sections 1.5 and 8.7) total, in the aggregate, an amount equal to or greater than $1,100,000, then Buyer shall deposit, on behalf of the Seller, any remaining Contingent Payments up to the Maximum Contingent Payment Amount earned by the Seller on or prior to the first anniversary of the Closing Date into escrow with the Escrow Agent to be held by the Escrow Agent pursuant to the terms and conditions of an escrow agreement to be entered into on the Closing Date (the “Escrow Agreement”). Any such amount (in addition to other remedies available to the Buyer Indemnified Persons as contemplated by this Agreement) placed in escrow with the Escrow Agent shall be available to satisfy claims by the Buyer’s Indemnified Persons for indemnification pursuant to Article VIII hereof. Promptly following the first year anniversary of the Closing Date, any Contingent Payments placed in escrow pursuant to this Section 1.6(c) shall be released to the Seller by...

Contingent Payments. 2.14.1. In addition to the Closing Payment payable pursuant to Section 2.7.3(a), Company Holders shall be entitled to certain additional contingent payments from Buyer after the Closing as and to the extent set forth in this Section 2.14 (each such additional payment, a “Contingent Payment”), subject to all the terms and conditions of this Section 2.14. 2.14.2. Buyer shall make the Contingent Payments described below in cash to the Paying Agent subject to and upon the occurrence of the following events set forth in the table below (each of such twelve (12) events, a “Milestone”), whether achieved by or on behalf of Buyer, the Surviving Corporation, or any of their respective Affiliates, or any Buyer Rights Successor, less any applicable Contingent Payment Deal Fees. The Paying Agent shall distribute such amounts to the Company Holders, as set forth in Schedule I, less (without duplication) any applicable Contingent Payment Deal Fees, with such disbursements paid through the payroll process of the Surviving Corporation or through the Paying Agent, as applicable, provided, however, that (a) with respect to any Deferred Holder (other than the [ * ] and the Designated Individuals), the Deferred Consideration of such Deferred Holder shall be payable only to the extent and in accordance with Schedule I or (b) with respect to any Deferred Holder that is a Designated Individual, such Deferred Holder’s Designated Individual Agreement, and, in each case, any such amounts to which a Deferred Holder does not become entitled shall be retained by Buyer: First Product Targeting [ * ] First Product Targeting [ * ] First Product Targeting [ * ] 1. Initiation of a Clinical Trial for a Product [ * ] [ * ] [ * ] [ * ] 2. Initiation of a Pivotal Trial for a Product [ * ] [ * ] [ * ] [ * ] 3. With respect to a Product, the earlier of (a) receipt of Marketing Approval in the U.S., and (b) (i) receipt of Marketing Approval from (A) the European Commission or (B) the applicable Regulatory Authority [ * ] and (ii) Price Approval [ * ]. [ * ] [ * ] [ * ] [ * ] 2.14.3. For the purposes of the Milestones above, [ * ]. 2.14.4. Each Contingent Payment is payable only once. In no event shall any of the Contingent Payments be paid more than once, regardless of the number of times the corresponding Milestone is achieved by or on behalf of Buyer, Surviving Corporation or any of their respective Affiliates, or any Buyer Rights Successor. In the event that (a) the first Clinical Trial that is...

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. (a) Subject to the terms and conditions of this Section 1.6, (i) if BMP Sales during the period of six calendar quarters commencing on July 1, 2008 and ending on December 31, 2009 (such period, the “Contingent Payment Period”) exceed $330,000,000, the Purchaser shall pay to the Seller an amount (such amount, the “Initial Contingent Payment”), if any, equal to the product of (x) 0.1 times (y) the amount by which BMP Sales during the Contingent Payment Period exceeds $330,000,000, up to a maximum Initial Contingent Payment of $5,000,000; and (ii) if BMP Sales during the Contingent Payment Period exceed $380,000,000, the Purchaser shall pay to the Seller, in addition to the Initial Contingent Payment, an additional amount equal to the product of (x) 0.4 times (y) the amount by which BMP Sales during the Contingent Payment Period exceeds $380,000,000, up to a maximum payment of $30,000,000 (the sum of the amount in this clause “(ii)” and the Initial Contingent Payment, the “Contingent Payment”). (b) The Seller acknowledges, understands and agrees that, after the Closing, the Purchaser shall exercise operational control of the Business and the Transferred Assets without interference by the Seller. The Seller understands that, except as expressly provided herein, the future design, creation, manufacturing, marketing, sales and distribution of the Business and its products and projects shall be exercised by the Purchaser in accordance with its own business judgment and in its sole and absolute discretion. The Seller further acknowledges, understands and agrees that: (i) the Purchaser will have complete control and sole and absolute discretion with respect to decisions concerning the Business after the Closing, (ii) such control and discretion by the Purchaser could have a material adverse effect upon any Contingent Payment that may otherwise be payable under Section 1.6(a), (iii) such control and discretion by the Purchaser could result in the Seller receiving no Contingent Payment whatsoever under Section 1.6(a) and (iv) the Purchaser has no duty to the Seller to commercially exploit the products or projects of the Business or to exert any level of effort in marketing the products or projects of the Business. In addition, the Seller acknowledges, understands and agrees that whether or not the Purchaser makes any BMP Sales after the Closing, the Purchaser shall not be prohibited pursuant to this Section 1.6 from researching, developing, manufacturing, marketing o...

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 additional consideration for ARCO Alaska and UTP Holdings, Purchaser shall pay to ARCO, on a monthly basis, Sliding Scale Payments (each, an "SSP") for production from the Producing Properties from the Effective Time through December 31, 2004; PROVIDED, HOWEVER, that Purchaser's total obligation to pay SSPs to Seller shall in no event exceed a total of $500,000,000.00. (b) Each SSP shall equal the product of (i) WTI Price minus $25.00 and (ii) Net Revenue Interest Barrels; provided, however, if the SSP for any given month is a negative number or is zero, no SSP shall be payable for that month. (c) For purposes of this Section 2.8: (i) "WTI PRICE" shall mean the average, rounded to four decimal places, of the mid-point Xxxxxxx second line as quoted in Xxxxx'x for WTI for each business day during the relevant month; IT BEING UNDERSTOOD that (A) the mid-point Xxxxxxx second line for any business day shall be equal to the average of the high and the low Xxxxxxx second line as quoted in Xxxxx'x for WTI for such business day and (B) for purposes of this definition only, the term "business day" shall mean any day on which a Xxxxxxx second line is quoted in Xxxxx'x for WTI, and (ii) "NET REVENUE INTEREST BARRELS" shall mean total barrels of hydrocarbon liquids produced from the Producing Properties delivered into TAPS Pump Station No. 1 during the relevant month, as reported in the relevant unit operator's off-take reports filed with the State of Alaska, but not including any barrels attributable to royalty obligations except for any royalty obligations which the owner of the Producing Properties may voluntarily incur subsequent to the First Closing. For the avoidance of doubt, any transfer of any Producing Property or part thereof by Purchaser to any Person after the First Closing shall not affect the calculations to be made under this Section 2.8.

Contingent Payments. Each of the Partnership, Mehlxxx, Talus and the Purchaser acknowledges and agrees that because many of the locations of the Business have short operating histories, the full value of the Shares and the Virginia Business on the date of the Closing is difficult to ascertain with any degree of certainty on the date of Closing. Accordingly, the parties to this Agreement agree that it is appropriate to provide for the Contingent Payments set forth in this Section I(D) to reflect more accurately the full value of the Shares and the Virginia Business on the date of Closing. Subject to the conditions set forth herein and in Schedule III hereto, within ninety (90) days after September 30, 1996, September 30, 1997 and September 30, 1998, the Purchaser shall deliver to the Partnership, the Contingent Payments, if any, payable with respect to the twelve-month periods ending September 30, 1996, September 30, 1997 and September 30, 1998, respectively. The amount of the Contingent Payments payable to the Partnership with respect to twelve-month period ending September 30, 1996 (the "1996 Contingent Period") (i) shall be based upon the achievement by the Business of targeted "net revenues" (as hereinafter defined) during such Contingent Period and the achievement by the Business of targeted "pre-tax earnings" (as hereinafter defined) as a percentage of net revenues of the Business during such Contingent Period and (ii) shall be determined in accordance with the provisions hereof, Schedule III hereto and the terms of the contingent payment matrix 3 3 set forth in Schedule IV hereto (the "1996 Contingent Payment Matrix"). The amount of the Contingent Payments payable to the Partnership with respect to each of the twelve-month periods ending September 30, 1997 (the "1997 Contingent Period") and September 30, 1998 (the "1998 Contingent Period", and together with the 1997 Contingent Period and the 1996 Contingent Period, the "Contingent Periods") (i) shall be based upon the achievement by the Business of targeted "net revenues" during such Contingent Period and the achievement by the Business of targeted "pre-tax earnings" as a percentage of net revenues of the Business during such Contingent Period and (ii) shall be determined in accordance with the provisions hereof and Schedule III hereto. Each of the Contingent Payments, if earned, shall be made by delivery to the Partnership of (i) certified or official bank checks payable to the order of the Partnership or by means of a ...