Contingent Amount Clause Samples

Contingent Amount. The Borrowers and the Swap Provider have agreed to enter into a Master Agreement for the hedging of the Borrowers' exposure to interest rate fluctuations. The Borrowers and the Swap Provider have agreed that the Mortgages shall secure any obligations payable by the Borrowers to the Swap Provider at any time pursuant to any Master Agreement in a maximum aggregate amount of up to $53,000,000 and the Swap Provider has further agreed that each of the other Security Documents shall not have any limitation as to the amount payable by the Borrowers to the Swap Provider at any time pursuant to any Master Agreement which is secured by such other Security Documents.

Contingent Amount. 2.1(d) Covenant Claim.................................. 10.1(e) Covered Transaction............................. 7.14

Contingent Amount. (a) The Purchaser shall pay to ISC the Contingent Amount, determined in accordance with this Article 2.1.5 in the event that the Purchaser achieves or exceeds the following revenue (which shall be determined and accounted for in accordance with the Accounting Standards) targets during the period between the Closing Date and the first anniversary of the Closing Date (the "EARN OUT PERIOD"): (i) if revenue is less than Rupees 21,87,50,000, then no Contingent Amount shall be payable; (ii) if revenue is equal to Rupees 21,87,50,000, the Contingent Amount payable shall be Rupees 5,68,75,000; (iii) if revenue is equal to or exceeds Rupees 46,81,25,000, the Contingent Amount payable shall be Rupees 10,93,75,000; and (iv) if the revenue exceeds Rupees 21,87,50,000 but is less than Rupees 46,81,25,000, the Contingent Amount payable shall be as set out in ANNEXURE O hereto. The payment of the Contingent Amount by the Purchaser to ISC shall be guaranteed by an irrevocable unconditional corporate guarantee (in form and substance acceptable to ISC) provided by eFunds to ISC on or prior to the Closing Date. Notwithstanding anything to the contrary contained in this Agreement or elsewhere, the obligation of the Purchaser to make payment of the Contingent Amount to ISC shall be absolute and the Purchaser shall not be entitled to exercise any right of set off, counterclaim or deduction in relation to the Contingent Amount. (b) The Purchaser undertakes to ensure that the ISC Transferred Business is conducted in good faith during the Earn Out Period with a view to maximize the revenue generated during such period. The Purchaser further undertakes not to commit any act or omission in the conduct of the Business post the Closing Date that may affect the Contingent Amount including by way of postponement or deferral of any revenue and to recognize the same during the Earn Out Period, provided however that the Purchaser shall not be required to undertake any act or omission outside its ordinary and customary policies and procedures to achieve the aforesaid. Any suggestions made in writing by ISC in relation to the conduct of the ISC Transferred Business by the Purchaser during the Earn Out Period shall be considered by the Purchaser in good faith. Purchaser shall consult with ISC on any price reduction it wishes to extend to existing customers of the ISC Transferred Business, which could materially impact the revenues during the Earn Out Period. The amount of any such reduction ...

Contingent Amount. The Contingent Amount shall be calculated as provided in this Section 3.2(g). The Contingent Amount shall be: (i) $70,000,000, (ii) increased by (A) the amount determined pursuant to Section 3.3(h)(i), if any, (B) the Positive Equity True-up, if any and (C) any amount determined pursuant to the last proviso contained in Section 3.2(e) and (iii) decreased by (A) the amount determined pursuant to Section 3.3(h)(ii), if any, (B) the Negative Equity True-up, if any and (C) any amounts determined pursuant to Section 10.1(e), if any. In addition, the amount determined pursuant to the second sentence of this Section 3.2(g) shall bear interest from but not including the Closing Date to and including the date on which payment is made pursuant to Section 3.2(b) and this Section 3.2(g) at a rate per annum equal to the prime rate as published in The Wall Street Journal, Eastern Edition on the Closing Date and the amount of such interest shall constitute a portion of the Contingent Amount for the purposes of this Agreement. To the extent any written notice of a claim pursuant to Article X has been given on or prior to December 28, 2011 and the amount due (if any) with respect to such claim has not been finally determined as provided pursuant to Section 10.1(e) by the close of business on December 28, 2011 (such claim being a “Holdover Claim”), the Contingent Amount to be paid as Per Share Contingent Consideration pursuant to Section 3.2(b) shall be decreased by the reasonable amount claimed in good faith by the applicable Parent Indemnitee in respect of such Holdover Claim (the “Holdover Claim Amount”); provided that upon the final determination of the amount due in respect of such Holdover Claim in accordance with Section 10.1(e) (the “Final Determination Amount”) (1) to the extent that the Holdover Claim Amount exceeds the Final Determination Amount, such excess shall be (I) decreased by the Negative Equity True-up, if any and (II) increased by the Positive Equity True-up, if any, and shall be paid immediately pursuant to Section 3.2(b) by wire transfer of immediately available funds to the Shareholders’ Representative and the Trustee, and the Shareholders’ Representative and the Trustee shall each designate an account in writing to the Parent no later than two Business Days prior to such date, pursuant to Section 3.2(b), (2) such amount paid shall constitute Per Share Contingent Consideration and (3) such payment shall include interest on such amount in accordance w...

Contingent Amount. The Buyer shall pay an additional cash ------------------------- amount (the "[xxxxx] Contingent Amount") to the Seller contingent on the amount [xxxxx] processed by the Buyer during the period commencing on [xxxxx] and ending on [xxxxx]. Specifically, the [xxxxx] Contingent Amount shall be equal to the sum of: ****** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

Contingent Amount. (a) As additional consideration for the Purchased Assets, the Buyer shall pay to the Seller an additional amount of $5,000,000 (the “Contingent Amount”) following the Declaration of Commercial Production. The Contingent Amount shall be treated as an upward adjustment of the Purchase Price. (b) The Buyer shall notify the Seller in writing within fifteen (15) Business Days from the date on which Commercial Production of the Lac Guéret Property has been achieved (such notification, the “Declaration of Commercial Production”). (c) The Contingent Amount shall be paid by the Buyer to the Seller or as directed by the Seller in cash by wire transfer of immediately available funds to the bank account provided by the Seller no later than the tenth (10th) Business Day following the Declaration of Commercial Production. (d) The Buyer shall have the right to withhold and set off the Contingent Amount against the amount of any Loss incurred by the Buyer for which the Seller is required to indemnify the Buyer pursuant to Article 9. (e) For the avoidance of doubt, (i) the provisions and obligations of this Section 2.5 shall survive any assignment by the Buyer of the Lac Guéret Property to any Person, and (ii) a reference to the Buyer in this Section 2.5 shall include any successor entity formed as a result of any merger, consolidation, amalgamation, statutory arrangement (involving a business combination) or other reorganization involving the Buyer.

Contingent Amount. The Contingent Amount will be calculated in accordance with GAAP based on the amount of Qualifying Cash and shall equal the lesser of: (A) 35% of the Gross Margin Amount (the “Qualifying Gross Margin Amount”); and (B) $25,000,000.

Contingent Amount. (a) Subsequent to the Closing, if the Renewed 2025 Pro Forma Fee Share Percentage is less than or equal to the Established Rate, then the Purchasers (jointly and severally) shall pay to Acurity (or such of its Affiliates as directed by Acurity), an amount of cash (the “Contingent Amount”) equal to: (i) $0, if the Transferred Member Renewal Percentage is less than fifty percent (50%); (ii) $15,000,000, if the Transferred Member Renewal Percentage is greater than or equal to fifty percent (50%), but less than sixty-five percent (65%); (iii) $24,000,000, if the Transferred Member Renewal Percentage is greater than or equal to sixty-five percent (65%), but less than eighty percent (80%); and (iv) $30,000,000, if the Transferred Member Renewal Percentage is greater than or equal to eighty percent (80%); provided, however, that in no event shall the aggregate Contingent Amount received by Acurity (or such of its Affiliates as is directed by Acurity) exceed Thirty Million Dollars ($30,000,000). For the avoidance of doubt, if either (i) the Transferred Member Renewal Percentage is less than fifty percent (50%) or (ii) the Renewed 2025 Pro Forma Fee Share Percentage is greater than the Established Rate, then the Contingent Amount shall be zero ($0) and no Contingent Amount shall be due and owing to Acurity or any of its Affiliates. (b) Within ten (10) days after the Actual 2024 Total Gross Administrative Fee Amount, the Renewed 2024 Total Gross Administrative Fee Amount and the Renewed 2025 Pro Forma Fee Share Percentage have been determined conclusively by the Purchasers and the Company Parties in accordance with Section 2.2(d), the Purchasers shall pay to Acurity (or such of its Affiliates as directed by Acurity) the Contingent Amount as set forth in Section 2.2(a). Except as set forth in Section 6.18, the Contingent Amount shall not be subject to set off against any other amounts whatsoever, counterclaims or otherwise, including any amounts payable by the Company Parties to the Purchasers hereunder or pursuant to any other Transaction Document. (c) For purposes of this Agreement:

Contingent Amount. On and after the Closing, subject to the ----------------- terms and conditions of this Section 2.5, Snowball agrees to pay to the Shareholders the Contingent Amount in $25,000 increments as follows: At the Closing, Snowball will pay $25,000 of the Contingent Amount for each Registered User Milestone achieved prior to the Closing. Upon the achievement of each additional Registered User Milestone following the Closing, Snowball will pay $25,000 of the Contingent Amount, with interest, until the Contingent Amount has been paid in full. The Contingent Amount paid under this Section 2.5 shall be allocated among and paid to each of the Shareholders according to such Shareholder's Percentage Interest. Payment of each increment of the Contingent Amount shall be made by Snowball to the Shareholders in cash or other immediately available funds within ten (10) days after the end of each calendar month in which the applicable Registered User Milestone is reached, pursuant to instructions to be provided by the Shareholders to Snowball. Interest shall accrue from the Closing Date on the Contingent Amount outstanding from time to time until paid in full at the fixed simple rate per annum equal to five percent (5.0%) calculated based upon a 360- day year and the actual number of days elapsed. Within ten (10) days after the end of each calendar month after the Closing Date, Snowball shall furnish the Representative a certified written statement, setting forth the number of users of the High School Alumni website who completed a registration process complying with Section 1.11 of this Agreement (a "Registered User", and collectively the ------------ "Registered Users") on each day of such calendar month. Snowball agrees to cause such registration process to be maintained in accordance with Section 1.11 ------------ following the Closing until the Contingent Amount is paid in full. Following the Closing, Snowball will cause AmeriTrack keep accurate records in sufficient detail to enable the number of Registered Users completing a registration process after the Closing Date to be determined. Upon any dispute between the Shareholders and Snowball regarding the calculation of the number of Registered Users, the Representative shall be permitted to examine said records, at the expense of the Shareholders, subject to reasonable confidentiality obligations, during usual business hours to the extent necessary to verify the number of Registered Users.