Contingent Payment Agreements definition

Contingent Payment Agreements has the meaning assigned to such term in the definition of “Acquisition Consideration.”
Sample 1
Contingent Payment Agreements are those certain contingent installment obligation agreements named "Contingent Payment Agreements," entered into by and between members of the Company loaning monies to the Company and the Company that creates a payment obligation on the part of the Company upon a liquidity event of the type contemplated by this Agreement.
Sample 1

Examples of Contingent Payment Agreements in a sentence

  • The “Salary ($)” column includes both salary earned and salary amounts earned but deferred, or deferred salary, under each of Dr. Arnold’s, Mr. Kachioff’s and Mr. Hale’s amended and restated Salary Reduction and Contingent Payment Agreements, 8% annual interest (compounded monthly) on such deferred salary amounts, and the net increase/(decrease) in each named executive officer’s accrued vacation balance, or accrued vacation, in each year ended December 31.

  • The Company shall have delivered to Parent original Holders' Agreements duly executed by Persons holding, in the aggregate, a ninety-five percent (95%) or greater interest in the Contingent Payment Agreements and the Earn Out Agreements.

  • Exhibit 2.2 sets forth a complete list of all outstanding holders of Company Units (including an indication of which such holders have been admitted to the Company as members), all outstanding holders of Options and Warrants (whether or not vested or exercisable), all beneficiaries under the Contingent Payment Agreements and the Earn Out Agreements and all other security holders of the Company as of the date hereof and as of the Effective Date.

  • Promptly after the Effective Time (but in no event more than five (5) days thereafter), the Paying Agent will mail to each Stakeholder a form of letter of transmittal ("Letter of Transmittal") and instructions for use in surrendering Converting Units, Options, Warrants, Earn Out Agreements and Contingent Payment Agreements and receiving the Merger Consideration to which such Stakeholder shall be entitled therefor.

  • Borrowers shall utilize the proceeds of the Contingent Payment Loan (to the extent drawn) solely to pay contingent obligations relating to acquisitions made by Holdings and/or its Subsidiaries (other than Cardinal Holdings and its Subsidiaries) during calendar years 1997 and 1998 pursuant to the Contingent Payment Agreements.

Related to Contingent Payment Agreements

  • Contingent Payments has the meaning set forth in Section 2.02(a).

  • Contingent Payment means any payment that has been (or is required to be) ------------------ made under any of the following circumstances:

  • Agreement Payment means a Payment paid or payable pursuant to this Agreement.

  • Settlement Agreements means any settlement reached in the U.S. Litigation with any of the Settling Defendants.

  • Payment Agreement means a written agreement which provides

  • Contribution Agreements has the meaning set forth in the Recitals.

  • Contingent Compensation Payment means any payment (or benefit) in the nature of compensation that is made or made available (under this Agreement or otherwise) to a “disqualified individual” (as defined in Section 280G(c) of the Code) and that is contingent (within the meaning of Section 280G(b)(2)(A)(i) of the Code) on a Change in Ownership or Control of the Company.

  • Acquisition Agreements means the Nexstar Acquisition Agreement and the Mission Acquisition Agreement, and “Acquisition Agreement” means the applicable agreement in the context used.

  • Contingent Consideration has the meaning set forth in Section 1.6.

  • Distribution Agreements means (i) any and all agreements entered into by a Credit Party, pursuant to which such Credit Party has sold, leased, licensed or assigned distribution rights or other exploitation rights to any Item of Product to an un-Affiliated Person, and (ii) any and all agreements hereafter entered into by a Credit Party pursuant to which such Credit Party sells, leases, licenses or assigns distribution rights or other exploitation rights to an Item of Product to an un-Affiliated Person.

  • Indemnity, Subrogation and Contribution Agreement means the Indemnity, Subrogation and Contribution Agreement among Xxxxx 0, the Borrower, the Subsidiary Loan Parties and the Collateral Agent, substantially in the form of Exhibit C-3.

  • Post-Closing Agreement shall have the meaning set forth in Section 8.9.

  • Equity Contribution Agreement means the Equity Contribution Agreement, to be dated as of the Closing Date, by and among Guarantor, Borrower and Administrative Agent.

  • Contingent fee as used in this clause, means any commission, percentage, brokerage, or other fee that is contingent upon the success that a person or concern has in securing a Government contract.

  • Contingent Claim means any Claim, the liability for which attaches or is dependent upon the occurrence or happening of, or is triggered by, an event, which event has not yet occurred, happened or been triggered as of the date on which such Claim is sought to be estimated or an objection to such Claim is filed, whether or not such event is within the actual or presumed contemplation of the holder of such Claim and whether or not a relationship between the holder of such Claim and FairPoint now or hereafter exists or previously existed.

  • Contingent Right means a right under this Schedule 5 which is not a Firm Right and which is subject to the fulfilment of all competing Exercised Firm Rights and any additional contingency specified in this Schedule 5;

  • Tax Indemnity Agreement means the Tax Indemnity Agreement, dated as of even date with the Participation Agreement, between Lessee and Owner Participant.

  • Investment Agreements or “Flow-Through Agreements” means written agreements pursuant to which the Partnership will subscribe for Flow-Through Shares (including Flow-Through Shares issued as part of a unit) or agreements by the Partnership to otherwise invest in or purchase securities of a Resource Issuer, and in respect of Flow-Through Shares comprised of units, the Resource Issuer will covenant and agree:

  • Earnout Payments has the meaning specified in Section 2.7.

  • Earnout Payment has the meaning set forth in Section 2.3(b).

  • Identified Contingent Liabilities means the maximum estimated amount of liabilities reasonably likely to result from pending litigation, asserted claims and assessments, guaranties, uninsured risks and other contingent liabilities of the Borrower and its Subsidiaries taken as a whole after giving effect to the Transactions (including all fees and expenses related thereto but exclusive of such contingent liabilities to the extent reflected in Stated Liabilities), as identified and explained in terms of their nature and estimated magnitude by responsible officers of the Borrower.

  • Repayment Agreement means an agreement

  • Indemnity Agreement means that certain Indemnity Agreement dated as of the Closing Date by Borrower and Indemnitor in favor of Lender.

  • Retention Agreements has the meaning set forth in Section 5.11(e).

  • Intercompany Subordination Agreement means a subordination agreement executed and delivered by Borrowers and Agent, the form and substance of which is satisfactory to Agent.

  • Sharing Agreement means a local marketing, joint sales, shared services or similar Contract.