First Contingent Payment definition

First Contingent Payment has the meaning set forth in Section 7.3.

First Contingent Payment means the payment to be made to Seller as calculated under and pursuant to Schedule 2.8(a) and due following the First Measurement Period.

First Contingent Payment means, on the First Contingent Payment Measurement Date, an amount equal to the difference of (a) the product of (i) the Contingent Payment Adjusted EBITDA Multiple, determined at the First Contingent Payment Measurement Date, multiplied by (ii) the trailing twelve months Adjusted EBITDA of the Surviving Corporation for the First Contingent Period, and less (b) $45,000,000.

Examples of First Contingent Payment in a sentence

• The district court therefore counted only the 84 claims pending as of January 5, 2012, and held that the First Contingent Payment was triggered.We conclude that the district court erred, for there is no ambiguity in the Agreement with respect to Contingent Payments.

• If the parties had intended to count only claims ʺpendingʺ as of the trigger dates, they would have so provided; instead, they referenced claims ʺfiled or submittedʺ as of the trigger dates.7In sum, we hold that the district court erred in ordering defendants to make the First Contingent Payment.

• The district court ruled that plaintiffsʹ counsel could not recover a contingent fee from the Bonus Payment or the First Contingent Payment.

• Plaintiffsʹ counsel also appeal from the district courtʹs denial of any attorneysʹ fee with respect to the First Contingent Payment.

• Each date on which Contingent Payment is determined to be due, and if so, in what amount, shall be a “Contingent Payment Determination Date.” The First Contingent Payment Determination Date shall be the Final Settlement Agreement Effective Date plus one year.

More Definitions of First Contingent Payment

First Contingent Payment means an amount based on 2006 EBITDA determined according to the table and principles set forth in Schedule 2.6; provided that in no event will the First Contingent payment be less than $2,000,000.

First Contingent Payment has the meaning set forth in Section 4.01(a)(ii).

First Contingent Payment means, if the New Send EBITDA for the 12 month period beginning on the first day of the calendar month immediately following the Closing Date equals at least $500,000.00, the sum of (a) the amount, but not more than $1,000,000.00, by which the New Send EBITDA exceeds $500,000.00 and (b) 65% of the amount by which the New Send EBITDA for such period exceeds $1,500,000.00, but in no event shall the First Contingent Payment be greater than $2,500,000.00.

First Contingent Payment has the meaning assigned to such term in the Partnership Agreement.

First Contingent Payment is defined in Section 2.5(a)(i) of this Agreement.

First Contingent Payment means an amount equal to $15,000,000. “Fiscal Year” means a fiscal year of Buyer.

First Contingent Payment. As defined in SECTION 2.4 hereof.