Deferred Consideration Clause Samples
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Deferred Consideration. (a) No later than fifteen (15) calendar days after the end of each calendar month following the Closing (beginning with the calendar month ending December 31, 2008) (each such calendar month period, a “Calculation Period”), Buyer shall prepare and deliver to Seller a written statement (a “Monthly Revenue Statement”) setting forth the amount of Revenue, if any, of the Company for the applicable Calculation Period (the “Monthly Revenue Amount”), together with reasonably detailed back-up information with respect to the calculation of such amount. Buyer shall, concurrently with its delivery of the Monthly Revenue Statement, pay to Seller an amount equal to the product of 0.06 multiplied by the Monthly Revenue Amount (such resulting amount, the “Preliminary Monthly Deferred Consideration”). If the Preliminary Monthly Deferred Consideration is not paid within such fifteen (15) calendar period, any such unpaid amount shall bear interest at a rate of 1% per month (or, as contemplated by Section 2.4(f), 10% per month) until paid.
(b) Following any determination pursuant to Section 2.4(c) that an adjustment to the Preliminary Monthly Deferred Consideration is necessary, then (1) if the Disputed Amount is a positive number, then Buyer shall pay to Seller, no later than five (5) calendar days following the date on which the Final Monthly Revenue Amount is determined in accordance with Section 2.4(c) (such date, the “Final Monthly Revenue Determination Date”), an amount equal to the difference of (i) the product of (y) the Final Monthly Revenue Amount multiplied by (z) 0.06 minus (ii) the Preliminary Monthly Deferred Consideration (such resulting amount, the “Disputed Amount”), which is payable to Seller by means of a wire transfer of immediately available funds to an account designated in writing by Seller, and (2) if the Disputed Amount is a negative number, Seller shall pay such amount to Buyer within five (5) calendar days following the Final Monthly Revenue Determination Date. If the Disputed Amount is not paid within such five (5) calendar day period, any such unpaid amount shall bear interest at a rate of 1% per month (or, as contemplated by Section 2.4(f), 10% per month) until paid.
(c) Within thirty (30) calendar days after receipt by Seller of a Monthly Revenue Statement (the “Review Period”), Seller may deliver a written notice (an “Objection Notice”) to Buyer of any good faith dispute it has with respect to the preparation or content of such Monthly Revenue...
Deferred Consideration. 9.1 With respect to the NS Railways Claim, the Utrecht Claims and the Contested Belgian Municipality Taxes Matter (each a “Deferred Consideration Matter” and, together, the “Deferred Consideration Matters”) following Completion:
9.1.1 the Purchaser shall, and shall procure that the relevant members of the Purchaser’s Group shall, use reasonable endeavours to pursue the Deferred Consideration Matters in favour of the relevant Group Companies (provided that, subject to Clauses 9.1.3 and 9.1.4, the Purchaser shall assume sole conduct of any related proceedings, negotiations or appeals and be entitled in its absolute discretion to take such action as it deems necessary in pursuing the Deferred Consideration Matters);
9.1.2 the Seller shall indemnify the Purchaser and each relevant member of the Purchaser’s Group on an as-incurred basis against 50 per cent. of all reasonable external costs and expenses (including legal and professional costs and expenses) that are directly incurred by the Purchaser’s Group following Completion in connection with the conduct of the Deferred Consideration Matters;
9.1.3 with effect from Completion, the Purchaser shall consult with the Seller in relation to the conduct of the Deferred Consideration Matters, which shall include:
(a) regularly reviewing with the Seller (on a quarterly basis or more frequently if reasonably required by the Seller) the progress and proposed strategy of each Deferred Consideration Matter;
(b) keeping the Seller fully informed of all material developments and consulting with the Seller in a timely manner with respect to each material step, action or decision to be taken in connection with a Deferred Consideration Matter (and taking into account the Seller’s reasonable comments regarding any such material step, action or decision); and
(c) providing to the Seller in a timely manner all:
(i) material communications; and
(ii) drafts of submissions or filings (or equivalent) proposed to be made by or on behalf of the Purchaser’s Group, in each case, in relation to a Deferred Consideration Matter (and which may be redacted as necessary to address legal privilege or confidentiality concerns or to comply with applicable Law);
9.1.4 the Purchaser shall not, and shall procure that the members of the Purchaser’s Group shall not, without the prior written consent of the Seller (acting reasonably): (i) offer or accept any settlement with respect to any Deferred Consideration Matter; or (ii) cease to pursue any Defe...
Deferred Consideration. The "Deferred Consideration" payable to Shareholders shall be subject to reduction as provided in Section 9.3 of this Agreement. If NBC incurs any Damages as described in Section 9.1, NBC shall have the right to set-off any such amounts against the Deferred Consideration as described in Section 9.3 in addition to any other remedies to which it may be entitled. As of the Closing, the Deferred Consideration shall be deposited into an interest bearing trust account with First Bank, N.A., Lincoln, Nebraska, subject to the terms and conditions of the Escrow Agreement attached to the Agreement as Exhibit A.
4. AMENDMENT OF SECTION 3.
Deferred Consideration. In connection with a Company Sale, if any portion of the transaction consideration to be received by equityholders of Holdings is subject to any contingency or future event including, without limitation, transaction escrow arrangement, holdback, installment arrangements or earnouts (“Deferred Consideration”) is received by equityholders of Holdings in connection with a Company Sale, a portion of the proceeds (representing the incremental dollars to be distributed under Holdings’s distribution waterfall then in effect) to be received by the Grantee in respect of the Incentive Units may be made subject to such deferral arrangement on the same basis as the transaction consideration to be received by such equityholders is made subject to such arrangement (taking into account any applicable requirements under Section 409A of the Code).
Deferred Consideration. The Sellers shall be entitled to deferred consideration (the "Deferred Consideration") as set forth below, payable as provided in Section 2.9:
(a) In the event that EBITDA (as defined below) for the period from the Closing Date to December 31, 2001 (the "First Period") is greater or equal to zero (0), the Sellers shall be entitled to receive ▇▇▇▇▇▇▇ Shares equal to One Million Dollars ($1,000,000) valued as of the Closing Date in accordance with Section 2.1(b)(ii).
(b) In the event that EBITDA for the period from January 1, 2002 to December 31, 2002 (the "Second Period") is greater or equal to One Million Dollars ($1,000,000) (the "Second Period Target Amount"), the Sellers shall be entitled to receive ▇▇▇▇▇▇▇ Shares equal to One Million Dollars ($1,000,000) valued as of the Closing Date in accordance with Section 2.1(b)(ii); provided, to the extent EBITDA for the Second Period is less than the Second Period Target Amount but equal to or greater than Eight Hundred Thousand Dollars ($800,000). Sellers shall be entitled to receive that number of ▇▇▇▇▇▇▇ Shares (valued as of the Closing Date in accordance with Section 2.1(b)(ii)) with a value equal to EBITDA for the Second Period. Sellers will not be entitled to receive any Deferred Consideration for the Second Period to the extent EBITDA for such period is less than Eight Hundred Thousand Dollars ($800,000); Additionally, to the extent that EBITDA for the Second Period is equal to or greater than Four Million Dollars ($4,000,000), the Sellers shall be entitled to receive an option to purchase 100,000 shares of ▇▇▇▇▇▇▇ Common Stock in accordance with ▇▇▇▇▇▇▇'▇ Amended and Restated 1996 Share Option and Incentive Plan.
(c) In the event EBITDA for the period from January 1, 2003 to December 31, 2003 (the "Third Period") is greater or equal to Three Million Dollars ($3,000,000) (the "The Third Period Target Amount"), the Sellers shall be entitled to receive ▇▇▇▇▇▇▇ Shares equal to One Million Dollars ($1,000,000) valued as of the Closing Date in accordance with Section 2.1(b)(ii); provided, to the extent EBITDA for the Third Period is less than the Third Period Target Amount but equal to or greater than Two Million Four Hundred Thousand Dollars ($2,400,000), Sellers shall be entitled to receive that number of ▇▇▇▇▇▇▇ Shares (valued as of the Closing Date in accordance with Section 2.1(b)(ii)) with a value equal to the percentage under One Million Dollars ($1,000,000) corresponding to the amount that EBITDA for t...
Deferred Consideration. In connection with a Company Sale, if any portion of the transaction consideration to be received by equityholders of Chloe is subject to any contingency or future event including, without limitation, transaction escrow arrangement, holdback, installment arrangements or earnouts (“Deferred Consideration”) is received by equityholders of Chloe in connection with a Company Sale, a portion of the proceeds (representing the incremental dollars to be distributed under Chloe’s distribution waterfall then in effect) to be received by the Grantee in respect of the Incentive Units may be made subject to such deferral arrangement on the same basis as the transaction consideration to be received by such equityholders is made subject to such arrangement (taking into account any applicable requirements under Section 409A of the Code).
Deferred Consideration. At Closing, Buyer shall pay to the Escrow Agent the sum of (i) Two Hundred Fifty Thousand Dollars ($250,000) plus (ii) an amount equal to claims received by Buyer, or an agent appointed by Buyer for that purpose, under the California Uniform Commercial Code - Bulk Sales Law (the "Act") pursuant to the notice given in accordance with Sections 6104(b) and 6105 of the Act (hereinafter referred to as the "Deferred Consideration") to be held in an interest bearing account of Seller's choosing and payable pursuant to the terms of this Agreement and the Final Escrow Agreement attached hereto as EXHIBIT 3.
(i) Six (6) months after the Closing Date, the amount of Deferred Consideration which exceeds the sum of One Hundred Thousand Dollars ($100,000) plus the amount of Claims (as defined in ARTICLE 12 hereof) asserted prior to the date of such disbursement, shall be paid to Seller by the Escrow Agent.
(ii) One (1) year after the Closing Date, the remaining balance of the Deferred Consideration, less the amount of any additional Claims asserted prior to the date of such disbursement, shall be paid to Seller by the Escrow Agent.
Deferred Consideration. 7.1 As further consideration for the sale of the Shares, the Purchaser shall (subject to the terms of this deed) pay to the Seller an amount calculated in accordance with the formula set out below, provided that if the amount is negative it shall be deemed to be nil (the Deferred Consideration). Where A = the number of the Shares sold by the Seller pursuant to this deed; B = the aggregate of all the issued shares in the capital of the Company acquired by the Third Party Buyer pursuant to clause 6 (the Relevant Shares); C = the aggregate purchase price paid by the Third Party Buyer in respect of the Relevant Shares; and D = US$52,000,000.
7.2 As soon as reasonably practicable but in any event not later than three Business Days after completion of the Onsale Agreement or any other agreement pursuant to which the Purchaser sells and/or procures the sale of all or some of the Government Shares and the Shares, the Purchaser shall pay the Deferred Consideration, if any, to the Seller by way of an electronic transfer for same day value to such bank account or accounts as the Seller may indicate in writing.
7.3 If a dispute arises between the Seller and the Purchaser as to the amount payable by the Purchaser to the Seller under this clause, either the Seller or the Purchaser shall be entitled to refer such dispute in writing to the Independent Accountants for determination in accordance with clause 8.
Deferred Consideration. Subject to the term set forth in Section 2.09:
(i) Seven Hundred Fifty Thousand Dollars ($750,000) to be paid on the earlier of (x) ten (10) business days after the closing of the issuance and sale of shares in the capital of Hemptown Organics Corp., a corporation incorporated under the laws of the Province of British Columbia and ▇▇▇▇▇▇▇ Group’s sole stockholder, in which Hemptown Organics Corp. raises at least two million dollars ($2,000,000) and (y) the first anniversary of the Closing, in each case, if such day is not a business day, the first business day thereafter.
(ii) Three Million Dollars ($3,000,000.00) to be paid in two equal installments of One Million Five Hundred Thousand Dollars ($1,500,000.00) each. Each installment shall be paid on the anniversary of the Closing commencing with the 1st installment to be paid on the 1st anniversary and the final payment on the 2nd anniversary, in each case, if such day is not a business day, the first business day thereafter.
(iii) HTO Holdings shall cause Purchaser to pay the Deferred Consideration pursuant to Section 2.04(b)(i) and (ii).
Deferred Consideration. In consideration of the sale by Shiprock Holdings to Zealand of the Shiprock Holdings Shares under Clause 5.1, Zealand and its Affiliates (excluding Betacure) shall be jointly and severally liable to pay to Shiprock Holdings as deferred consideration (“Deferred Consideration”) the following amounts:
(a) if Betacure and/or Zealand, and/or an Affiliate of Zealand and/or Betacure, sells the Deferred Consideration Product In Market, 2% of Net Sales during the Deferred Consideration Period;
(b) if Betacure and/or Zealand, and/or an Affiliate of Zealand and/or Betacure, enters into a Commercialisation Agreement with a third party, 13% of Net Revenues in the Territory during the Deferred Consideration Period.