Additional Contingent Payment Clause Samples

The Additional Contingent Payment clause establishes that a party may be entitled to receive extra payments if certain specified events or conditions occur after the initial agreement is executed. Typically, this clause outlines the triggering events—such as achieving sales targets, regulatory approvals, or other milestones—and details the calculation and timing of any additional payments owed. Its core function is to allocate future financial benefits based on performance or outcomes, thereby aligning incentives and addressing uncertainties that may affect the value of the transaction.
Additional Contingent Payment. In the event ChromaVision successfully Commercializes (as defined herein) the ChromaVision Digital Analyzer for Down Syndrome-NAP prenatal screening, ChromaVision shall pay to IDEA the additional sum of $150,000.00. For purposes of this Agreement, "Commercialization" means the commercial use, by any one or more of the five major national screening laboratories (Quest, LabCorp, SmithKline, Genzyme, and the State of California (and any department, office or unit thereof)), of the ChromaVision Digital Analyzer to screen for Down Syndrome by analyzing intracellular levels of NAP.
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Additional Contingent Payment. (i) Parent shall also make a single future payment to Seller, or its assignee(s) pursuant to Section 2.1(b)(v), of up to a maximum of Twenty Million Dollars ($20,000,000) in cash contingent on the Business, as operating following the Closing by Purchaser, achieving the revenue performance levels set forth in SCHEDULE 2.1(B) in the twelve-month period commencing at Closing (the "ADDITIONAL CONTINGENT PAYMENT"). The Additional Contingent Payment would be paid, if applicable, within sixty (60) days after the one-year anniversary of the Closing (the "ADDITIONAL CONTINGENT PAYMENT DATE"), based on the achievement of the revenue performance levels set forth in SCHEDULE 2.1(B), and calculated in accordance with the formulas identified therein. Seller is free to pay or assign the right to receive such amount of the Initial Purchase Price or the Additional Contingent Payment to other parties of its choice provided that Seller does not make any such payments contingent upon the recipient remaining an employee of Purchaser. Seller acknowledges that making such payments contingent upon the recipient remaining an employee of Purchaser would result in unfavorable accounting treatment to Purchaser and accordingly Seller's doing so shall constitute a material breach of this Agreement. (ii) In order to provide Seller or its assignee(s) with a full and fair opportunity to achieve the revenue performance levels required to earn the Additional Contingent Payment, Purchaser hereby covenants and agrees, during the one-year period immediately following the Closing Date to (A) operate the Business in good faith, in a commercially reasonable manner and in the ordinary course of business as reasonably designed to maximize Net Revenues during the Contingent Period (as such are defined on SCHEDULE 2.1(B), subject to Purchaser's policies and procedures and reasonable oversight, (B) dedicate reasonable resources, including but not limited to, working capital, marketing, sales and employee resources, for the operation of the Business to a reasonable extent, (C) refrain from taking any action which would result in the deferral of recognition of Net Revenue otherwise than in the ordinary course of Purchaser's business in accordance with GAAP, (D) refrain from taking any unreasonable action which would otherwise impede or delay the earning of Net Revenue, (E) allow ▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ to advise the general manager of Purchaser's Software Technologies Group on potential changes...
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Additional Contingent Payment. In addition to the Contingent Quarterly Payment described in Section 2.2(c)(1) hereof, Seller may be entitled to additional contingent payments (each an “Additional Contingent Payment”), as determined pursuant to this Section 2.2(c)(2). Seller shall not be entitled to any Additional Contingent Payment with respect to the first four (4) quarterly Measurement Periods. After the end of each of the eight (8th), twelfth (12th), sixteenth (16th) and twentieth (20th) quarterly Measurement Periods, the Purchaser shall calculate (i) the total Vault Net Revenue for such quarterly Measurement Period and the immediately preceding three (3) quarterly Measurement Periods (in each case, the “Current Annual Vault Revenue”), and (ii) the total Vault Net Revenue for the four (4) quarterly Measurement Periods immediately preceding the four (4) quarterly Measurement Periods as to which the Current Annual Vault Net Revenue has been calculated (in each case the “Prior Annual Vault Net Revenue”). The Purchaser shall then determine the excess (if any) of, in each case, the Current Annual Vault Net Revenue over the Prior Annual Vault Net Revenue (each an “Annual Increase”). If an Annual Increase exists, Purchaser shall pay to Seller an Additional Contingent Payment equal to five percent (5%) of any such Annual Increase. To the extent payable hereunder, each Additional Contingent Payment shall be payable within sixty (60) days of the end of the eighth (8th), twelfth (12th), sixteenth (16th) or twentieth (20th) quarterly Measurement Periods, as applicable.
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Additional Contingent Payment. On the date that is 150 days after the widespread theatrical release of the computer generated animated feature film currently titled “Everyone’s Hero” (such release date, the “E.H. Release Date”), Buyer will cause Company Group to pay Seller cash in an amount equal to the lesser of (a) $15,475,000, and (b) 75% of the amount of gross domestic box office receipts from the initial theatrical release in the United States and Canada of such film during the first 120 days after the E.H. Release Date (as reported in Variety, or if not so reported in Variety, as reported in a comparable publication reasonably selected by Buyer) in excess of $45,000,000 (the “E.H. Contingent Payment”). For the avoidance of doubt, if such reported box office receipts from such film during such period do not exceed $45,000,000, then the amount of the E.H. Contingent Payment will be zero, and no payment will be required to be made to Seller under this Section 3.7.
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Additional Contingent Payment. After the Closing, Buyer shall, subject to Section 11.2 below, pay to Seller, in addition to the Purchase Price, $15,000,000 (the "Contingent Payment"), so long as the following conditions are satisfied: (1) Buyer shall have received all necessary permits, including permit modifications, to increase the Landfill's permitted disposal capacity to a minimum of Nine Thousand (9,000) tons per day, which permits shall be final and nonappealable and otherwise acceptable to Buyer in Buyer's commercially reasonable discretion (the "Expansion Permits"), and (2) after the Expansion Permits are issued and become effective, the Landfill shall have received Eight Thousand Seven Hundred Fifty (8,750) tons per day of municipal solid waste, as determined on an average daily basis for a period of sixty (60) consecutive Business Days, based on a five and one-half day week. Buyer will commence development of an application for the Expansion Permits promptly after the Closing. The parties acknowledge that the issuance of the Expansion Permits depends on the approval of the DEC, which such approval can not be guaranteed by the parties. Promptly following the issuance of the Expansion Permits, or at such earlier time as determined by Buyer in its sole discretion, Buyer shall use reasonable commercial efforts to pursue waste volumes from New York City and other sources for delivery to the Landfill to meet the contingency payment requirements of this Section 2.4. The covenants contained in this Section 2.4 shall survive the Closing. Buyer shall supply to Seller a copy of all quarterly volume reports within thirty (30) days after the submission to the DEC, commencing with the first report due following the receipt of Expansion Permits and ceasing on the date Buyer pays Seller the additional contingent payment of $15,000,000 (subject to Section 11.2 below).
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Additional Contingent Payment. The payment required of Lessor under Section 7.1.1 of the Plan, if any.
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Additional Contingent Payment. In the event that the Performance Multiple for each Performance Period is greater than one, following the completion of the third Performance Period and upon complete satisfaction of the Performance Period Requirements for each Performance Period, in addition to the payments called for by Section 3.2(a), Buyer shall pay Owner an amount equal to the sum of the maximum Contingent Payment payable for each Performance Period multiplied by the difference between the Performance Multiple for the applicable Performance Period and one; provided that the aggregate amount of the Contingent Payments and the Additional Contingent Payment payable for all Performance Periods, shall not exceed, in the aggregate, $1,500,000 (the “Additional Contingent Payment Cap”). Buyer shall pay the Additional Contingent Payment in cash, shares of Zanett Stock or a combination of both, as Buyer shall determine in its sole discretion; provided, however, that not less than 50% of the Additional Contingent Payment shall be paid in cash.
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Additional Contingent Payment. In consideration for the Stockholders’ Representative agreeing to this Amendment, Parent shall make or cause to be made an additional payment in the amount of Eight Million Seven Hundred Fifty Thousand Dollars ($8,750,000) in accordance with the Contingent Allocation Certificate delivered by the Stockholder’s Representative to Parent on the date hereof concurrently with the execution of this Amendment, which amount shall be funded into the Neuronex Payroll account and ▇▇ ▇▇▇▇▇▇ Paying Agent account as specified in such certificate within five (5) days after the Amendment Date for further distribution to the Former Holders in accordance with payroll account procedures and the ▇▇ ▇▇▇▇▇▇ paying agency agreement, respectively. Section 1.7(a)(1) of the Merger Agreement shall be deemed amended to include this additional payment as an additional “Contingent Payment” as defined in such section of the Merger Agreement.
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Related to Additional Contingent Payment

  • Contingent Payment (a) In the event that Purchaser consummates a Change of Control Transaction prior to the second anniversary of the Closing Date (a “Qualifying Sale Transaction”), then Seller shall be entitled to receive a payment in an amount equal to twenty percent (20%) of the Net Sale Proceeds, valuing any non-cash consideration included in the Net Sale Proceeds at fair market value (as determined in good faith by the board of directors of Purchaser) (such payment, the “Contingent Payment”), payable in accordance with the provisions of this Section 2.7. (b) No later than five (5) days following the final determination of the Qualifying Sale Proceeds pursuant to the post-closing purchase price adjustment provisions of the definitive agreement for such Qualifying Sale Transaction (the “Qualifying Sale Agreement”) Purchaser shall deliver to Seller, along with reasonable supporting documentation, a statement setting forth in reasonable detail Purchaser’s good faith calculation of the Net Sale Proceeds and the resulting Contingent Payment (the “Contingent Payment Statement”). Purchaser’s calculation of the Contingent Payment set forth in the Contingent Payment Statement shall be final and binding for all purposes of this Agreement unless Seller delivers to Purchaser a written objection to such calculation within twenty (20) days following the date of delivery of the Contingent Payment Statement setting forth in reasonable detail Seller’s basis for its objection. In the event that Seller timely submits any such written objection, then Purchaser and Seller shall negotiate in good faith to resolve their dispute with respect to the calculation of the Contingent Payment; provided, that if such dispute is not resolved within twenty (20) days after delivery of such written objection, then the dispute resolution provisions of Section 2.4(b) shall apply, mutatis mutandis. (c) No later than three (3) Business Days after final determination of the amount of the Contingent Payment pursuant to Section 2.7(b), Purchaser shall pay to Seller the Contingent Payment by wire transfer of immediately available funds to the bank account designated by Seller at least one (1) Business Day prior to the end of such three (3) Business Day period; provided, that in the event that any portion of the consideration to be received by Cerberus pursuant to such Qualifying Sale Transaction (i) is subject to any escrow, holdback or other contingency, then the proportionate amount of the Contingent Payment shall be withheld and not paid to Seller unless, until and only to the extent that such portion of Cerberus’s consideration is released to Cerberus from any such escrow or holdback, or such contingency lapses or is satisfied (or any portion of the amounts withheld in respect of such contingency is distributed to the limited partners or other investors of Cerberus), as applicable, and (ii) is non-cash consideration, then the Contingent Payment shall be made in the same proportion of cash and non-cash consideration as the proportion of cash and non-cash consideration comprising the Qualifying Sale Proceeds; provided further that, to the extent receipt of any non-cash consideration would cause Seller or any of its Affiliates to be bound by, or otherwise subject to, any noncompetition, nonsolicitation or other material restrictive covenant (other than a customary confidentiality covenant, and expressly excluding any shareholder restrictions on transfer that apply equally to Cerberus), Seller instead shall be entitled to receive from Purchaser cash with a value equivalent to such non-cash consideration, valuing such non-cash consideration at fair market value (as determined in good faith by the board of directors of Purchaser). (d) Notwithstanding anything to the contrary in this Section 2.7 or otherwise, but subject to any rights Seller or any of its Affiliates may have under the Ancillary Agreements, (i) Seller shall have no rights with respect to any Change of Control Transaction, Qualifying Sale Transaction or Qualifying Sale Agreement (including, without limitation, no information rights or rights to object or consent to any such transaction or agreement) other than the rights expressly set forth herein to receive the Contingent Payment if and when payable pursuant to the terms of this Section 2.7 and (ii) Purchaser shall not be permitted in connection with any Qualifying Sale Transaction to bind Seller or any of its Affiliates to sell any equity interests to, or to make any agreement, covenant or restriction with or in favor of, any third party.

  • Contingent Payments (a) In addition to the Purchase Price to be paid at Closing, upon satisfaction of the conditions set forth in this Section 5, Buyer will make payments ("Contingent Payments") to Seller based upon 10% of the gross receipts as accrued by Buyer that exceed $7,500,000 during an Earnout Period (the "Annual Threshold") as a result of the sale of products and services that use or are based, in whole or in part, on the intellectual property transferred by Seller to Buyer (the "Ongoing Business"). An "Earnout Period" is a 12-month period. The first Earnout Period will commence on the first day of the calendar month following the Closing Date. The Contingent Payment may be payable for up to five Earnout Periods. The maximum amount of Contingent Payment payable by Buyer to Seller, during all Earnout Periods together, is $2,200,000. (b) Subject to the credit described in the last sentence of this Section 5(b) and the aggregate maximum amount described in Section 5(a), the Contingent Payments following the Closing Date, will be made in cash on a quarterly basis during the first three quarters of each Earnout Period using $1,875,000 as the quarterly threshold gross revenue target. The amount of the final quarterly payment will be determined using the Annual Threshold and the actual annual gross revenues during such Earnout Period and will subtract any quarterly payments previously made for such year. If at the end of each Earnout Period (other than the first Earnout Period) it is determined that the sum of the quarterly payments for such Earnout Period exceeds the actual payment due as determined on an annual basis ("Excess Payments"), such Excess Payments may be retained by the Seller, but will be credited against amounts due in future Earnout Periods. (c) The Contingent Payment, if any, due to Seller for the first quarterly period of the first Earnout Period shall be paid to Seller. The first $200,000 of Contingent Payments due to Seller for the second and subsequent quarterly periods (the "Holdback Amount") will be held by Buyer in a segregated interest bearing account and may be unconditionally released, upon five (5) days advanced written notice to Seller describing such liabilities, to compensate Buyer for any liabilities of Seller to Buyer under this Agreement and to compensate Buyer for any Excess Payments made during the first Earnout Period. The amount, if any, of the Holdback Amount remaining at the end of the ninth earnout quarter will be paid to Seller on such date. (d) In the event the net working capital as of the Closing Date of the Ongoing Business is less than $(658,000) (the "Target Number"), then Buyer shall be entitled to offset the amount of the difference against any Contingent Payments payable in accordance with this Section 5, thereby reducing the Contingent Payments payable and the maximum amount of Contingent Payments payable by the difference. In the event the net working capital as of the Closing Date is more than the Target Number, then Seller shall be entitled to an increase in the amount of the Contingent Payments payable at the end of the first Earnout Period in accordance with this Section 5 equal to the amount in excess of the Target Number, thereby increasing the maximum amount of Contingent Payments payable by the difference. Net working capital shall be the sum of accounts receivable and inventory minus accounts payable, accrued liabilities, and unearned revenue. (e) Any amounts paid by Buyer to Seller hereunder shall be used first to satisfy any claims for payment made by any third party against Seller.

  • License Contingent Upon Payment While you may exercise the rights licensed immediately upon issuance of the license at the end of the licensing process for the transaction, provided that you have disclosed complete and accurate details of your proposed use, no license is finally effective unless and until full payment is received from you (either by publisher or by CCC) as provided in CCC's Billing and Payment terms and conditions. If full payment is not received on a timely basis, then any license preliminarily granted shall be deemed automatically revoked and shall be void as if never granted. Further, in the event that you breach any of these terms and conditions or any of CCC's Billing and Payment terms and conditions, the license is automatically revoked and shall be void as if never granted. Use of materials as described in a revoked license, as well as any use of the materials beyond the scope of an unrevoked license, may constitute copyright infringement and publisher reserves the right to take any and all action to protect its copyright in the materials.

  • Additional Payment In addition to any Spousal Support, in the event of Divorce: (check one)

  • Additional Consideration Retrocessionaire agrees to pay under the Inuring Retrocessions all future premiums Retrocedant is obligated to pay pursuant to the terms of the Inuring Retrocessions to the extent that such premiums are allocable to Retrocessionaire in the manner set forth in Exhibit E hereto, and not otherwise paid by Retrocessionaire and to indemnify Retrocedant for all such premiums paid directly by Retrocedant, net of any ceding commissions and similar amounts paid by Third Party Retrocessionaires to Retrocedant.