Contingent Payments definition

Contingent Payments has the meaning set forth in Section 2.3(d).

AI-Powered Contracts

Draft, Review & Redline at the Speed of AI

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

For avoidance of doubt, all reasonable and customary fees and expenses owed by the Purchaser, Purchaser Representative, Seller or the Seller Representative in connection with this Agreement shall be deducted from the Contingent Payments Funds, and in no event shall Purchaser be responsible for any fees or expenses, including legal fees, of Seller or the Seller Representative.
The determination that the aggregate present value of the Eligible Employee’s Contingent Payments exceed 2.99 times his or her Base Amount, and the calculation of the amount of any reduction, shall be made, at the Company’s discretion, by the Company’s outside auditing firm or by a nationally-recognized accounting or benefits consulting firm designated by the Company prior to a Change in Control.
The Parties further acknowledge and agree that, despite the use by Incyte of its Commercially Reasonable Efforts in accordance with Section 2.6(g)(i), there is no assurance that any Contingent Payments will be realized by Prelude and that 4931-5190-9491 v.7 neither Incyte nor any Affiliate or Representative thereof has promised or projected any specific amount.
Notwithstanding anything else in this Agreement, Incyte shall not have any right to set off, in whole or in part, against any obligation or payment it owes to Prelude (including by deducting from or withholding any Contingent Payments that are or may become payable pursuant to this Agreement), amounts owed or claimed to be owed by Prelude to any Incyte Indemnified Party pursuant to this Agreement or any other Transaction Document.
None of Incyte, its Affiliates or any of their respective Representatives owes any fiduciary duty to the Prelude with respect to the Contingent Payments.

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 2.4(f).

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

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.