Contingent Payment Sample Clauses

Contingent Payment. Notwithstanding anything in this Agreement to the contrary, if any of the Properties are sold by Buyer within twelve (12) months after the Closing Date, Buyer shall pay to Seller an amount equal to five percent (5%) of the Consideration allocated to such Property. The Deeds shall contain a deed restriction granting Seller the right to receive such additional sum from Buyer.
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Contingent Payment. (a) As soon as practicable, but in any event no later than ninety (90) days following each of December 31, 2004, December 31, 2005 and December 31, 2006, the Buyer shall (i) prepare in accordance with GAAP a statement derived from the audited financial statements of the Buyer (each, an "Earn-Out Statement") of the Business EBITDA (as defined below) for each of the full fiscal years ending on such dates (such one-year periods together being the "Earn-Out Period") and, in the Earn-Out Statement for the fiscal year ending December 31, 2006, the Average Annual Business EBITDA (as defined below) for the Earn-Out Period, and (ii) deliver each Earn-Out Statement to the Seller Representative. At any time prior to the expiration of each period ending forty-five (45) days following the Seller Representative's receipt of each Earn-Out Statement for the fiscal years ending December 31, 2004 and December 31, 2005 (each such period, a "Preliminary Dispute Period") and, with respect to the Final Earn-Out Statement (as defined below), during the Final Dispute Period (as defined below), the Buyer shall upon reasonable notice, and during normal business hours, provide the Seller Representative and/or one or more accountants designated by the Seller Representative with reasonable access to the management of the Company, and the Buyer shall, and shall cause the Buyer's accountants, upon reasonable notice, to provide reasonable access to any and all documents, records and work papers used in the preparation of such Earn-Out Statement or Final Earn-Out Statement (as applicable) and shall reasonably cooperate with the Seller Representative and/or such accountant(s) in connection with any such review of such Earn-Out Statement or Final Earn-Out Statement and the documents, records and work papers related thereto. The Seller Representative shall have until the expiration of each Preliminary Dispute Period to dispute any or all amounts or elements of the Earn-Out Statement delivered immediately prior to such Preliminary Dispute Period (any such dispute, a "Preliminary Dispute"). The Seller Representative may provide to the Buyer, prior to the end of any Preliminary Dispute Period, written notice of a Preliminary Dispute (a "Preliminary Dispute Notice"), specifically setting forth the amounts and elements with which the Seller Representative disagrees and each basis for each such disagreement. If the Seller Representative does not so deliver a Preliminary Dispute Notice to the Buyer...
Contingent Payment. Subject to your continued employment through the Closing, you will be eligible to receive a lump sum cash payment (the “Contingent Additional Payment”) in a pre-tax amount equal to 10.50% of the amount of the Available Pool. For purposes of this letter, “Available Pool” means an amount not in excess of $2,500,000, as determined by the persons who are members on the date hereof of the Compensation Committee of the Board of Directors of the Company (the “Compensation Committee”), in their sole discretion, based on (1) the achievement of the Company’s financial budget for the 2010 fiscal year during the period from the beginning of the 2010 fiscal year through the Closing and (2) in connection with the transactions contemplated by the Purchase Agreement, (A) successful resolution for the account of both Buyer and Sellers of the following matters described in the Company Disclosure Letter (as defined in the Purchase Agreement): (a) Item 3 of Schedule 3.9(a), Item 1 of Schedule A(ii), Item 1 of Schedule 8.3(c)(ii)(A) and Item 1 of Schedule 9.12(i); (b) Item 14 of Schedule 3.12; (c) Item 7 of Schedule 3.16(a), Item 1 of Schedule A(i) and Items 1 and 2 of Schedule 9.13; and (d) Item 3 of Schedule 3.16(a), Item 2 of Schedule A(ii) and Item 2 of Schedule 9.12(ii) and (B) release of all indemnities without cost to Sellers. The Contingent Additional Payment, if any, shall be paid promptly following (but in no event more than 75 days after) the final determination of indemnification obligations relating to the representations and warranties under the Purchase Agreement.
Contingent Payment. 16 Section 2.13
Contingent Payment. 5 ------------------ 2.3.2 Financial Statements and Contingent Payment Report................. 5 -------------------------------------------------- 2.3.3
Contingent Payment. If Executive is employed at the Company at the time of the Contingent Payment described in Section 2.7 of the Purchase Agreement, Executive shall be paid an allocation under the Bonus Pool contemplated by the Management Incentive Plan (as defined in the Purchase Agreement) that is greater than or equal to the highest Bonus Pool Percentage granted to any other executive of the Company; provided, however, that Executive shall have first executed a Participation Agreement in the form attached to the Management Incentive Plan.
Contingent Payment. Contractor acknowledges and accepts that all payments to Contractor under this Agreement by District are contingent upon funding availability as provided by the Grant Agreement between the Department of Water Resources of the State of California and District (Grant Agreement), attached hereto as Exhibit D. If, for any reason, the Grant Agreement is terminated, rescinded, or void, or funding is otherwise unavailable to the District, the District shall not have any obligation to make payments to Contractor under this Agreement.
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Contingent Payment. Two Million Dollars ($2,000,000) of the Purchase Price shall be received by KING as contingent payment (the "Contingent Payment") pending confirmation of aggregate, consolidated Net Sales (as defined below) of the Products in each of the calendar years 2001 through 2004 totaling not less than Eight Hundred Fifty Thousand Dollars ($850,000) per calendar year (for each of the relevant calendar years, the "Sales Target"), and such Contingent Payment shall be subject to pro rata reduction for Net Sales of Products below the Sales Target for each of the relevant calendar years. Notwithstanding the foregoing, the full Purchase Price, including the Contingent Payment, shall be retained by KING with no refund of the Contingent Payment if NOVAVAX fails to use commercially reasonable efforts to promote and sell the Products. If the immediately preceding sentence does not apply, then KING shall pay to NOVAVAX, within thirty (30) days after receiving from NOVAVAX's chief financial officer a certificate as to the aforesaid Net Sales during the applicable calendar years, a payment in the amount of twenty-five percent (25%) of the Contingent Payment if the Sales Target for a particular calendar year is not achieved, or such portion of such twenty-five percent (25%) of the Contingent Payment as shall reflect a pro rata reduction for consolidated Net Sales of Products during each of the relevant calendar years of less than the Sales Target for such calendar year. For purposes of this Agreement, Net Sales shall mean all gross revenue actually received by a party from sales of the Products, less (a) credits for refunds and returns, including returns for stock balancing purposes, (b) sales, use and similar taxes billed by such party to its customers and required to be paid to the appropriate taxing authorities by such party; (c) discounts, allowances and commissions paid or allowed by a party on sales of the Products, and (d) amounts paid by such party and billed through to such party's customers for insurance, shipping and similar charges.
Contingent Payment. In consideration of its agreement to act as a Consultant pursuant to the terms of this Agreement, the Corporation hereby agrees to pay the Consultant a contingent payment in the aggregate amount of 58% of $175,000, paid in four semiannual installments beginning with the six-month period ending July 31, 1998, if the Gross Profit of the Acquired Stores exceeds the Target Gross Profit as set forth on SCHEDULE A hereto. Payment shall be made to the Consultant within 45 days after the end of each six-month period. The contingent payments provided for herein shall be subject to Section 9.3 of the Stock Purchase Agreement. The term "ACQUIRED STORES" means the stores acquired by LTC pursuant to the Stock Purchase Agreement.
Contingent Payment. (a) In addition to the payments to the Shareholders otherwise set forth in this Agreement, the Shareholders shall be entitled to additional payments pursuant to the following terms and conditions and in the following amounts (any such payment, a “Contingent Payment”):
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