Timing of Payment of Earn-out Payments. Subject to Section 1.4.5, any Earn-out Payment that the Buyer is required to pay pursuant to Section 1.4.1 hereof shall be paid in full no later than five (5) business days following the date upon which the determination of the Earn-out Payment becomes final and binding upon the parties as provided in Section 1.4.2(b) (including any final resolution of any dispute raised by the Seller in the Earn-out Calculation Objection Notice). The Buyer shall pay to the Seller the Earn-out Payment, if any, in cash by wire transfer of immediately available funds to the bank account for the Seller set forth on Schedule 1.3.
Timing of Payment of Earn-out Payments. Subject to Section 3(e), each Earn-out Payment that Buyer is required to make pursuant to Section 3(c) hereof shall be paid in full no later than [*] business days following the date upon which Buyer receives any of the payments specified therein pursuant to the Organon License.
Timing of Payment of Earn-out Payments. Any Earn-Out Payment that Buyer is required to pay pursuant to Section 2.4(a) hereof shall be paid in full no later than five (5) days following the date upon which the determination of Net Profits for the applicable Calculation Period becomes final and binding upon the parties as provided in Section 2.4(b)(ii) (including any final resolution of any dispute raised by Seller in an Earn-Out Calculation Objection Notice).
Timing of Payment of Earn-out Payments. Subject to Section 2.09(f), any Earn-Out Payment that Buyer is required to pay pursuant to Section 2.09(b) or (c) hereof shall be paid in full no later than 30 days following the date upon which the determination of EBITDA for the applicable Calculation Period becomes final and binding upon the parties as provided in Section 2.09(c) (including any final resolution of any dispute raised by Seller in an Earn-Out Calculation Objection Notice). All Deferred Payments shall be made in immediately available funds to the Seller.
Timing of Payment of Earn-out Payments. Subject to Section 3.3.2, any Earn Out Payment that Buyer is required to pay pursuant to Section 3.3.1 hereof shall be paid in full no later than five (5) Business Days following the date upon which the determination of Revenue for the applicable Calculation Period becomes final and binding upon the Parties (including any final resolution of any dispute raised by Seller in an Earn Out Calculation Objection Notice). Buyer shall pay to Seller the applicable Earn Out Payment in cash by wire transfer of immediately available funds. 3.3.5 Post-closing Operation of the Company. Subject to the terms of this Agreement and the other Transaction Documents, subsequent to the Closing, Buyer shall have sole discretion with regard to all matters relating to the operation of the Company; provided, that Buyer shall not, directly or indirectly, take any actions in bad faith that would have the purpose of avoiding or reducing any of the Earn Out Payments hereunder. 3.3.6
Timing of Payment of Earn-out Payments. (i) Subject to Section 1.06(d)(ii), any Earn-out Payment that Buyer is required to pay pursuant to Section 1.06(a) hereof shall be paid in full no later than five (5) Business Days following the date upon which the determination of Combined Company EBITDA for the applicable Earn-out Period becomes final and binding upon the Parties as provided in Section 1.06(b)(ii) (including any final resolution of any dispute raised by the Seller Representative in an Earn-out Calculation Objection Notice). Buyer shall pay to Holdings the applicable Earn-out Payment in cash by wire transfer of immediately available funds pursuant to written wire transfer instructions delivered to Buyer by the Seller Representative at least two (2) Business Days prior to the date such payment is due.
Timing of Payment of Earn-out Payments. Any Earn-Out Payment that Purchaser is required to pay pursuant to Section 1.3(a) hereof shall be delivered to the Paying Agent by wire transfer in immediately available funds no later than thirty (30) days following the date upon which the determination is made that the Company achieved such Milestone.
Timing of Payment of Earn-out Payments. Any Earn Out Payments that the Buyer is required to make pursuant to Section 2.3(a) hereof shall be made no later than five (5) Business Days following the date upon which the determination of Adjusted EBITDA for the applicable Earn Out Period becomes final and binding upon the parties as provided herein (including final resolution of any dispute raised by the Sellers’ Representative in an Earn Out Calculation Objection Notice). The Buyer shall pay to each Seller such Seller’s Allocable Percentage of the applicable Earn Out Payment (less any Interim Earn Out Payment Amount previously paid by the Buyer to such Seller pursuant to Section 2.3(e) hereof) to the bank account for such Seller set forth on Exhibit 2.1(a).
Timing of Payment of Earn-out Payments. Any Earn-out Payment that Buyer is required to make pursuant to this Section 1.6 shall be paid in full no later than (i) in the event of a Default Event, the date contemplated by Section 1.6(e)(ii), (ii) in the event the Maximum Earn-out Achievement is realized, the date contemplated by Section 1.6(f)(ii), and (iii) in all other circumstances, three Business Days following the date upon which the determinations contemplated by Section 1.6(c) become final and binding upon the Parties in accordance with the provisions thereof, but in no event earlier than the date contemplated by Section 1.6(f)(ii). Buyer shall pay to the Sellers’ Representative (whereupon the Sellers’ Representative shall distribute such amount to the Sellers in proportion to their respective Pro Rata Share) such Earn-out Payment in immediately available funds pursuant to the instructions previously delivered to Buyer by the Sellers’ Representative. Any payment made pursuant to this Section 1.6 shall, for tax purposes, be deemed to be an adjustment to the consideration payable to the Sellers for their respective Company Equity Interests.
Timing of Payment of Earn-out Payments. Any Earn-out Payment that Buyer is required to pay pursuant to Section 2.9.1(a) hereof shall be paid in full no later than five (5) days following the date upon which the determination of Fuel Gross Profit for the applicable Calculation Period becomes final and binding upon the parties as provided in Section 2.9.1(b) (including any final resolution of any dispute raised by Seller in an Earn-out Calculation Objection Notice). Buyer shall pay, or cause to paid, to Seller the applicable Earn-out Payment in cash by wire transfer of immediately available funds to an account or accounts designated by Seller, together with any interest payable as set forth in Section 2.9.7.
