Contingent Consideration Amount definition
Examples of Contingent Consideration Amount in a sentence
An example calculation of the Contingent Consideration Amount is set out in Schedule 2.6(a).
Notwithstanding any other term or provision set forth in this Agreement, in no event shall the aggregate amount of Contingent Consideration which Buyer is required to pay to Seller pursuant to this Agreement exceed the Contingent Consideration Amount.
The parties will take the actions specified in this Section 2.5 to effect the distribution of the Up-front Consideration and cash in the amount of the Contingent Consideration Amount, in accordance with Section 2.6 (the “Contingent Consideration” and, together with the Up-front Consideration, the “Consideration”) to the VE Members.
Schedule 2.5 sets forth the allocation of the Management Interests Consideration Amount, the Contingent Consideration Amount and the Warrants Consideration Amount for Tax purposes among the Common Interests, the Convertible Preferred Interests and the Warrants.
Payments (less applicable tax withholdings) will be paid to each eligible Participant by the Company (or its acquiror or successor) as follows: (a) the Fixed Amount, if any, shall be paid within thirty (30) calendar days after the Liquidation Date and (b) each Variable Amount, if any, shall be paid within 30 days after the date of the actual payment of the corresponding Contingent Consideration Amount to the Company’s stockholders.
In the case of the determination of the amount of the Contingent Consideration for any applicable review period, if Seller fails to deliver a Contingent Payment Objection Notice in respect of such period as aforesaid, the Purchaser Contingent Consideration Amount in respect of such period shall be deemed to be the finally determined amount of the Contingent Consideration in respect of such period for all purposes under this Agreement.
The Contingent Consideration Statement also shall be accompanied by a calculation of the Contingent Consideration Amount, if any, payable with respect to the Measurement Period.
Purchaser shall not have the right to set off the Contingent Consideration Amount, and Brand Sale Consideration or any Adjustment Amount owed to Group A Sellers against any amounts then subject to a pending indemnification claim by a Purchaser Indemnitee pursuant to Article VIII or this Article IX.
Notwithstanding anything to the contrary herein, neither the Seller nor YSI shall be liable for any Losses under Section 9.2 to Purchaser, in the aggregate, in excess of the sum of (i) the Purchase Price and (ii) the Contingent Consideration Amount, if any.
Promptly following the execution hereof, the Purchaser shall promptly undertake such actions and use its reasonable best efforts to obtain such financing as will provide it with funds sufficient to pay to the Seller the Purchase Price for the Shares at the Closing, and, if applicable, the Contingent Consideration Amount provided for in Section 1.11.