Payment of Contingent Purchase Price. In the event PharmaCare ------------------------------------ does not receive notice from Seller disputing the calculation of Actual Volume within the time period specified in Section 2.5(a), Seller shall be deemed to have agreed with such calculation and within two (2) business days following the expiration of such time period, Buyers shall pay Seller the Contingent Purchase Price by wire transfer of immediately available funds.
Payment of Contingent Purchase Price. No later than June 19,2000, the Buyer shall deliver to the Selling Shareholder a statement (the "Earnout Statement") setting forth in reasonable detail the Buyer's computation of the EBITDA for the twelve (12) month period ending March 31, 2000 and the amount of the Contingent Purchase Price, if any, to be paid to the Selling Shareholder.
Payment of Contingent Purchase Price. Subject to Buyer's and AMC's right of offset set forth in Section 9.3(c), within ten (10) days after Seller has elected to receive, or Buyer has required Seller to receive, the Contingent Purchase Price, Buyer or AMC shall pay Seller the Contingent Purchase Price in cash or shares of AMC common stock, $.01 par value ("AMC Common"), the form of payment to be at the election of Buyer and AMC. If Buyer and AMC elect to pay the Contingent Purchase Price in cash, payment shall be made by wire transfer or certified check. If Buyer and AMC elect to pay the Contingent Purchase Price in AMC Common, AMC or Buyer shall transfer to Seller a number of shares of AMC Common equal to the result obtained by dividing the Contingent Purchase Price by the volume weighted average of the closing prices for AMC Common on the Nasdaq National Market, the New York Stock Exchange or any other generally recognized United States Securities exchange (the "Exchange") for the twenty (20) full trading days ending on the full trading day prior to the day Seller exercises its option to receive, or Buyer requires Seller to receive, the Contingent Purchase Price (the "Exercise Date Price"). If the date of payment of the Contingent Purchase Price occurs before the third anniversary of the Closing Date, Buyer or AMC shall, as security for Seller's indemnification obligations pursuant to Section 9.3, pay the Contingent Purchase Price into an escrow account, the terms of which shall be governed by an escrow agreement to be substantially in the form of SCHEDULE 2.5 attached hereto. If (i) Buyer and AMC elect to pay the Contingent Purchase Price in AMC Common, (ii) the date of payment of the Contingent Purchase Price occurs before the date (the "Eligibility Date") when Seller is first able to sell, either pursuant to a registration statement under the Securities Act of 1933, as amended (the "Securities Act"), or pursuant to Rule 144 under the Securities Act (or any successor rule thereto), all of the shares of AMC Common issued to it hereunder (on a cumulative basis , giving effect to the shares that Seller was able to sell prior to such date, whether or not Seller actually sold any of such shares, and excluding any issuances of shares of AMC Common in respect of the Price Guarantee Amount hereunder) and (iii) the volume weighted average of the closing prices for AMC Common on the Exchange for the twenty (20) full trading days ending on the full trading day prior to the Eligibility Date (the "Eligi...
Payment of Contingent Purchase Price. Payment of the Contingent Purchase Price will be made by the Purchaser to the Sellers (pro rata to the Shares sold by each of them hereunder), subject to the following paragraph, during the following ten (10) calendar days after TCG Group receives the corresponding amount in cash (or a credit which is actually used as a setoff for amounts otherwise due which shall be deemed to be received on the date the amounts were otherwise due) after any final, binding and non-appealable resolution released by the competent Court on any of the appeals referred to in Exhibit 6.1. Payment of the Contingent Purchase Price will be made in Euros and shall be reduced by (i) the amount of any applicable deduction or withholding or any other taxes payable by the TCG Group in respect of the receipt of any amounts pursuant to the appeals referred to in Exhibit 6.1, whether on account of any cost, charges, withholding tax or any other cause, (ii) the third-party out-of-pocket costs and expenses (to the extent not advanced by Sellers), including but not limited to all third-party out-of-pocket legal and other professional fees and expenses, of the TCG Group companies incurred or paid from and after June 30, 2013 in connection with or arising out of the matters described in Exhibit 6.1, and (iii) any income withholding tax, social security tax, employment-related withholding tax, "golden parachute" excise tax or any similar tax and any interest, penalties or additions to tax related thereto in excess of the Withholding Amount as determined at Closing assessed by a taxing authority or authorities on any member or members of the TCG Group in connection with the Sale Bonus. For purposes of this Clause 17.5, a tax shall be considered to be assessed to the extent that (A) a taxing authority has raised an issue or levied an assessment related to the Sale Bonus in an audit or other examination of a member of the TCG Group, or (B) Purchaser otherwise reasonably determines in good faith after consultation with the Sellers that there is a significant risk that such a tax may be imposed by a taxing authority on a member of the TCG Group, in each case in an amount as reasonably determined by the Purchaser. Additionally, Purchaser shall be entitled to offset from any Contingent Purchase Price payment any portion (or all) of outstanding payments owed to Purchaser pursuant to Clause 16.2. For the avoidance of doubt, the Contingent Purchase Price cannot be less than zero. The Purchaser will cause ...
Payment of Contingent Purchase Price. As soon as reasonably practicable after December 31, 2000, the Buyer shall calculate the Pre-Tax Profits and determine whether the Contingent Purchase Price is due and payable. The Buyer shall deliver to the Seller a statement in writing setting forth in reasonable detail the determination of the Pre-Tax Profits. Provided that the condition set forth in Section 2.2(b) hereof shall have been met, the Buyer shall deliver to the Seller, in immediately available funds, by wire transfer to an account or accounts designated by the Seller, an amount equal to the Contingent Purchase Price. The Contingent Purchase Price shall be due and payable no later than the tenth (10th) business day after the date upon which the Pre-Tax Profits shall be determined by the Buyer.
Payment of Contingent Purchase Price. The Contingent Purchase Price shall be paid to the Shareholders in the proportions set forth in Schedule 2.1 in cash by wire transfer instructions or by cashier's check within two business days after the Contingent Purchase Price for and Contingent Payment Period has been finally determined pursuant to Section 3.2.
Payment of Contingent Purchase Price. If Optionee exercises the First Option and acquires the PG&E Option Property pursuant thereto and, at any time prior to the third (3rd) anniversary of the Closing Date, Optionee offers to sell, transfer or convey any interest in the PG&E Option Property or any part thereof to a purchaser or transferee which is not either (a) a Synthetic Lease Lessor, or (b) directly or indirectly wholly-owned by Optionee, then Optionee shall deliver to Optionor written notice of Optionee's intention or offer to sell, transfer or convey any interest in the PG&E Option Property or any part thereof. Concurrently with the consummation of such sale, transfer or conveyance, Optionee shall pay to Optionor the Contingent Purchase Price in cash or immediately available funds.
Payment of Contingent Purchase Price. 47 23.2. Recordation of Memorandum of Agreement; Quitclaim Deed...................................... 47 * * * * * * TABLE OF EXHIBIT REFERENCES
Payment of Contingent Purchase Price. Within thirty (30) days after each Earn-Out Date of Final Determination, the Buyer shall cause the Operating Company to deliver (i) to each Participant the applicable Earn-Out Bonus (as defined in the Bonus Plan) (if any) and/or the applicable Incentive Bonus (as defined in the Bonus Plan) (if any) payable to such Participant pursuant to the terms of the Bonus Plan, and (ii) to the Seller, by wire transfer of immediately available funds to a bank account designated in writing by the Seller, the applicable Earn-Out Amount (if any) less any amounts paid to the Participants pursuant to the terms of the Bonus Plan pursuant to this Section 2.6(d).
