Applicable Milestone Payment definition
Examples of Applicable Milestone Payment in a sentence
If (i) the report shows that Parent underreported Net Sales by more than [*] for any calendar year and (ii) as a result of such underreporting, Parent failed to report a Milestone Event and pay the Applicable Milestone Payment, and Parent does not dispute such report within [*] days after receipt thereof, then Parent shall reimburse the Stockholder Representative, on behalf of the Company Security Holders, for the reasonable cost of the Auditor to conduct the audit.
A portion of each Applicable Milestone Payment made pursuant to this Agreement shall be treated as imputed interest to the extent required under Section 483 of the Code.
Any Losses recovered under this Article VII from the Indemnity Holdback or any Applicable Milestone Payment shall reduce the amount of the Indemnity Holdback or the Applicable Milestone Payment in the same proportion as the Indemnity Holdback or Applicable Milestone Payment was allocated as amongst the Indemnifying Parties at the Closing (as set forth on the Spreadsheet).
The parties hereto further agree to treat the Applicable Milestone Payments received in respect of Company Options as wages in the year in which the Applicable Milestone Payment is made for all U.S. federal and applicable state and local Tax purposes, and none of the parties hereto will take any position to the contrary on any Tax Return, any other filing with a Governmental Entity related to Taxes or for other Tax purposes except as otherwise required by an applicable Law.
Each Applicable Milestone Payment is payable one time only, regardless of the number of times achieved.
Any attempted transfer of the right to any portion of an Applicable Milestone Payment by any former Company Security Holder (other than as specifically permitted by the immediately preceding sentence) shall be null and void.