Milestone Sellers definition
Examples of Milestone Sellers in a sentence
The fees and expenses of the Independent Accountant shall be paid by Milestone Sellers, on the one hand, and by Buyer, on the other hand, based upon the percentage that the amount actually contested but not awarded to Seller Representative (on behalf of Milestone Sellers) or Buyer, respectively, bears to the aggregate amount actually contested by Seller Representative (on behalf of Milestone Sellers) and Buyer, such allocation to be determined by the Independent Accountants.
Buyer shall pay the First Accelerated Milestone Amount or the Second Accelerated Milestone Amount, to the extent applicable, by wire transfer of immediately available funds to the Milestone Sellers in accordance with their respective Pro Rata Percentage.
If Gross Revenue during the Second Milestone Period equals or exceeds twelve million five hundred thousand dollars ($12,500,000) (the “Second Milestone Revenue Target”), Buyer will make a Milestone Payment to the Milestone Sellers in an amount equal to $2,036,201.46 less the amount of the Milestone Advance Payment, if any, paid to the Milestone Sellers pursuant to Section 2.07(b).
If Gross Revenue during the First Milestone Period equals or exceeds seven million dollars ($7,000,000) (the “First Milestone Revenue Target”), Buyer will make a Milestone Payment to the Milestone Sellers in an amount equal to $2,036,201.46 as further described in Section 2.07(d).
For avoidance of doubt, with respect to any such Losses required to be reimbursed by the Non- Milestone Sellers, such Losses must be recovered directly from the Non-Milestone Sellers, severally and not jointly (except as otherwise provided in Section 9.04(e)), and may not be settled from the Escrow Amount or by offsetting any Milestone Consideration.
On the Milestone Deadline, any unachieved Milestones, including any unearned Milestone Payments, shall be automatically deemed forfeited by the Sellers, and Sellers shall have no right to any unearned Milestone Payments thereafter; provided, however, that on the Milestone Deadline any obligations of Buyer to pay to the Milestone Sellers any Milestone Payments earned prior to the Milestone Deadline shall survive.
After the Closing, Buyer will make additional payments to the Milestone Sellers (each, a “Milestone Payment”) on the terms and subject to the conditions set forth in this Section 2.07.
After receipt of the Milestone Certificate for each Period, Seller Representative (on behalf of Milestone Sellers) shall have thirty (30) days (the “Milestone Review Period”) to review and object to the Milestone Certificate.
Upon the achievement of any Milestone by the Companies, the applicable Milestone Payment shall be deemed earned by the Milestone Sellers.
Buyer shall have the right to set-off or deduct from any portion of the Milestone Consideration that may become payable to Milestone Sellers hereunder amounts to satisfy the indemnification obligations of the Milestone Sellers in accordance with, and subject to the limitations set forth in Article IX (such rights, the “Set-Off Rights”).