Contingent Payment Calculation definition

Contingent Payment Calculation is defined in Section 2.5(c) of this Agreement.
Sample 1
Contingent Payment Calculation has the meaning set forth in Section 1.8 hereof.
Sample 1
Contingent Payment Calculation has the meaning set out in Section 1.4 of this Annex 3.
Sample 1

Examples of Contingent Payment Calculation in a sentence

  • If SCM and the Shareholders' Agent are unable to resolve any disputed item and are therefore unable to agree as to the Contingent Payment Calculation Certificate within 10 days following the expiration of the Review Period, then (i) SCM shall cause to be paid that portion, if any, of any Contingent Merger Consideration payment that is not in dispute and (ii) such dispute shall be resolved by arbitration in the same manner as provided in Section 8.2(f)(ii) with respect to Escrow Fund disputes.

  • At any time within 20 days following the delivery of the Contingent Payment Calculation Certificate by SCM to the Shareholders' Agent (the "Review Period"), the Shareholders' Agent may dispute any amounts reflected or not reflected in the calculation of the Contingent Merger Consideration payable with respect to such Period and the Shareholders' Agent will notify SCM of each such disputed item, and will specify the amount thereof in dispute, not later than the expiration of the Review Period.

  • ICL mainframe systems (both 1900 and VME PERT) continued in use through to the 1990s.

  • The calculation of any Contingent Merger Consideration payment for any Period (as determined in accordance with Schedule 1.14) shall be set forth in a certificate (the "Contingent Payment Calculation Certificate") setting forth in reasonable detail the calculation of the Contingent Merger Consideration, if any, payable with respect to such Period, which certificate shall be certified by the Chief Financial Officer of SCM.

  • Notwithstanding anything to the contrary above, the parties agree that Buyer will be obligated to pay a Contingent Payment in cash if, on the Contingent Payment Calculation Date, Buyer’s common stock is not quoted or listed, as applicable, on The Nasdaq Stock Market or The New York Stock Exchange, or Buyer has received a written notice from The Nasdaq Stock Market or The New York Stock Exchange, as applicable, that its common stock will be delisted and such notice has not been rescinded.

  • The Contingent Payment Calculation Certificate shall be delivered to the Shareholders' Agent (with a copy to Bingxxx Xxxx XXX as specified in Section 9.4 herein) as soon as practicable after the end of each Period but in any event within fourteen (14) days of the last day of such Period.

  • If SCM and the Shareholders' Agent are able to resolve all the disputed items, then the Contingent Payment Calculation Certificate agreed upon by SCM and the Shareholders' Agent will be final, binding and conclusive on the parties hereto.

  • SCM will give the Shareholders' Agent and its representatives reasonable access during normal business hours to the relevant books and records of the Company as required to verify the accuracy of the Contingent Payment Calculation Certificate.

Related to Contingent Payment Calculation

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

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

  • Adjustment Payment shall have the meaning specified in Section 3.09(a).

  • Payment Determination Date means, with respect to any Payment Date, one (1) Business Day immediately preceding such Payment Date.

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

  • Payment Cap For each Mortgage Loan, the percentage limit set forth in the related Mortgage Note concerning the maximum permitted increase in a monthly payment.

  • Payment Statement As defined in Section 6.01 hereof.

  • Earn-Out Payment has the meaning set forth in Section 2.5(a).

  • Earnout Amount has the meaning set forth in Section 2.7(a).

  • Monthly Report Determination Date The meaning specified in Section 10.7(a).

  • Interim Payment Certificate means a payment certificate issued under Clause 14 [Contract Price and Payment], other than the Final Payment Certificate.

  • Redemption Calculation Date means the sixth Payment Business Day prior to the date on which the Notes are redeemed as a result of any event specified in this § 5(3).(b) Notice of redemption shall be given by the Issuer to the Holders in accordance with § 14 and shall be delivered to the Fiscal Agent not less than 15 days before and shall at least specify:

  • Required Payment Amount shall have, for any Distribution Date, the meaning specified for such Distribution Date in Section 4.6(a) of the Sale and Servicing Agreement.

  • Settlement Payment means the transfer, or contractual undertaking (including by automated clearing house transaction) to effect a transfer, of cash or other property to effect a Settlement.

  • AHYDO Catch-Up Payment means any payment on any Indebtedness that would be necessary to avoid such Indebtedness being characterized as an “applicable high yield discount obligation” under Section 163(i) of the Code.

  • Payment Date Statement means a report prepared by the Administrator setting forth certain information relating to the Reference Pool, the Notes, the Reference Tranches and the hypothetical structure described in the Offering Memorandum, which will be in such form as is required under the Offering Memorandum and otherwise as agreed upon between the Administrator and the Indenture Trustee.

  • Claim Determination Period means a calendar year. However, it does not include any part of a year during which a person has no coverage under This Plan, or any part of a year before the date this COB provision or a similar provision takes effect.

  • Cash Settlement Payment Date means in relation to a Series of Notes, the date specified as such or otherwise determined as provided in the relevant Final Terms.

  • Earn-Out Amount has the meaning set forth in Section 2.07(a).

  • Contract Adjustment Payments means the payments payable by the Company on the Payment Dates in respect of each Purchase Contract, at a rate per year of [ ]% of the Stated Amount per Purchase Contract.

  • Earn-Out Statement has the meaning set forth in Section 2.5(c).

  • Final Adjustment Amount has the meaning set forth in Section 2.4(c).

  • Distribution Determination Date means, in respect of any Distribution Period, that number of business days prior thereto as is set out in the applicable Pricing Supplement or on the face of the relevant Perpetual Security;

  • Payment Claim means the claim for payment made by the Contractor in accordance with this Contract.

  • Interest Calculation Period means the period or periods for the calculation of the interest shown on the mortgage form;

  • Payment Adjustment Date With respect to each ARM Loan, the date on which the Borrower's Monthly Payment changes in accordance with the terms of the related Mortgage Note.