Contingent Payments definition

Contingent Payments has the meaning set forth in Section 2.05(b).

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Contingent Payments shall have the meaning set forth in Section 3.1(b) hereto.

Contingent Payments means all payments in the nature of compensation payable to (or for the benefit of) Executive which would otherwise be treated as “excess parachute payments” (within the meaning of Section 280G(b)(1) of the Code) determined as if the thresholds set forth in Section 280G(b)(2)(A)(ii) of the Code were satisfied with respect to Executive.

Examples of Contingent Payments in a sentence

• The right to receive the Contingent Payments: (i) shall not be evidenced by a certificate or other instrument; (ii) shall not accrue or pay interest on any portion thereof; and (iii) does not represent any right other than the right to receive the consideration set forth in this Section 3.4.

• Subject to the limitations set forth in this Article IX, from and after the Closing, in order to satisfy any indemnification obligation for Losses pursuant to Purchaser under Section 9.2, Purchaser and the other Seller Indemnified Persons shall be entitled to seek recovery of such amounts, in any order at their sole discretion, by offset against any then unpaid Installment Payments or Contingent Payments if any, as permitted herein (including Section 3.4(f)).

• Subject to the limitations set forth in Article IX, Purchaser shall be entitled, but not obligated, to offset up to 100% of any Losses for which it is entitled to indemnification pursuant to Article IX against any Installment Payments to be made to Seller, together with any Contingent Payments to be made to Seller, if any, after the Closing.

• Other than with respect to claims related to fraud or intentional breach of this Agreement, in no event shall Purchaser’s and its Affiliates’ aggregate liability to Seller for indemnification claims pursuant to this Article IX exceed an amount equal to the consideration actually received (or deemed to be received in the case of any Contingent Payments) by Seller.

More Definitions of Contingent Payments

Contingent Payments shall have the meaning set forth in Section 16.

Contingent Payments means payments in the “nature of compensation” to (or for the benefit) of an Eligible Employee if such payment is “contingent on a change in the ownership or effective control of the corporation or in the ownership of a substantial portion of the assets of the corporation,” as such terms are defined in Section 280G of the Code and the Treasury Regulations thereunder.

Contingent Payments means collectively the Initial First Period Contingent Payments, the First Period Contingent Payments and the Second Period Contingent Payments.

Contingent Payments shall have the meaning set forth in SECTION 2.3.

Contingent Payments shall have the meaning set forth in Section 2.4(f).

Contingent Payments means additional consideration to be paid by any Credit Party or its Subsidiary for any Registration that has been previously acquired or that may be acquired by any such Person, in each case, in accordance with the terms of this Agreement, that is payable out of a portion of net sales, net profits or other sales-based milestone with respect to the acquired Registration; provided that the foregoing shall not include any royalty payments or obligations.

Contingent Payments means amounts payable to the Administrative Agent, the Lease Arranger or any Participant pursuant to Article XIII of the Participation Agreement.