Payment of Additional Consideration Clause Samples
The "Payment of Additional Consideration" clause establishes the obligation for one party to pay extra amounts beyond the initial agreed-upon price under certain conditions. Typically, this clause outlines specific triggers—such as achieving performance milestones, post-closing adjustments, or the realization of contingent events—that require the buyer to make further payments to the seller. Its core practical function is to ensure that the seller is fairly compensated for future developments or outcomes related to the transaction, thereby aligning incentives and addressing uncertainties that may not be fully resolved at the time of the initial agreement.
Payment of Additional Consideration. In consideration of the premises and promises herein contained, and subject to Executive executing and not revoking this Separation Agreement, it is agreed that the Company will provide Executive those certain benefits specifically detailed in Exhibit B to this Separation Agreement. It is expressly agreed to and acknowledged by the parties that Executive is not entitled to the benefits set forth in Exhibit B until such time as he executes and does not revoke this Separation Agreement. The Company shall withhold, or cause to be withheld, from said payments all amounts required to be withheld pursuant to federal, state or local tax laws. The consideration set forth in this Paragraph 2 is in full, final and complete settlement of any and all claims which Executive could make in any complaint, charge, or civil action, whether for actual, nominal, compensatory, or punitive damages (including attorneys’ fees). Executive acknowledges that such consideration is being made as consideration for the releases set forth in Paragraphs 3 and 4. Executive further acknowledges that the items of consideration set forth in this Paragraph 2 are separate and distinct of and from each other, and that payment of each such item is independent valuable consideration for the release and waiver set forth in Paragraphs 3 and 4.
Payment of Additional Consideration. In consideration of the premises and promises herein contained, and subject to Executive executing and not revoking this Agreement, it is agreed that the Company will provide Executive those certain benefits specifically detailed in Exhibit B to this Agreement. The benefits set forth in Exhibit B include those that Executive will receive under Section 6(e) (iii) (iv) and (v) of the Employment Agreement and an additional separation bonus pursuant to the terms of the VERP. It is expressly agreed to and acknowledged by the parties that Executive is not entitled to the benefits set forth in Exhibit B until such time as he executes and does not revoke this Agreement. The Company shall withhold, or cause to be withheld, from said payments all amounts required to be withheld pursuant to federal, state or local tax laws. The consideration set forth in this Paragraph 2 is in full, final and complete settlement of any and all claims which Executive could make in any complaint, charge, or civil action, whether for actual, nominal, compensatory, or punitive damages (including attorneys’ fees). Executive acknowledges that such consideration is being made as consideration for the releases set forth in Paragraphs 3 and 4. Executive further acknowledges that the consideration set forth in this Paragraph 2 are separate and distinct of and from each other, and that either payment is independent valuable consideration for the release and waiver set forth in Paragraphs 3 and 4.
Payment of Additional Consideration. Any payments owed by the Purchaser pursuant to this Section 2.5 for a particular Measuring Period shall be made no later than ten (10) Business Days after the earliest of (i) the expiration of the Dispute Period if the Purchaser has not received a Dispute Notice concerning the Earn-Out Report within that period, (ii) the resolution by the Purchaser and the Sellers of all differences regarding the Earn-Out Report, (iii) the receipt of the Arbitrating Accountant’s determination as set forth in Section 2.5(d); provided, however, that (1) with respect to payments for Measuring Periods following the achievement of an Additional Consideration Target in a prior Measuring Period, the payment for such following Measuring Period shall be made with ten (10) Business Days after the end of such Measuring Period, and (2) with respect to Final Adjustment Payments, such payments shall be made together with the payment for the Third Year Period. The Purchaser shall not be obligated to issue fractional shares of Common Stock to any Seller or Designated Employee under this Section 2.5(f) and any Seller or Designated Employee who would otherwise receive a fractional share based on their pro rata percentage of the Purchase Price shall instead the next whole number of Shares to which they would otherwise be entitled under this Section 2.5(f).
(i) The Purchaser shall issue any Additional Consideration consisting of shares of Common Stock, by issuance of the appropriate number of shares of Common Stock to each Seller; in accordance with each Seller’s Pro Rata Share as set forth on Exhibit A.
(ii) Notwithstanding anything to the contrary in the foregoing, prior to the payment of any Additional Consideration to the Sellers pursuant to this Section 2.5, (x) shall be reduced by the applicable Designated Employee Percentage, (y) the Purchaser shall issue, or shall contribute to and cause the New Business Segment to pay, as applicable, such Designated Employee Percentage of such amount of the Additional Consideration to the Designated Employees in accordance with their applicable Designated Employee Pro Rata Share, and (z) the applicable Designated Employee Percentage of such Additional Consideration amounts shall not be treated as Purchase Price; provided, however, that any Ineligible Employee Shares will be apportioned among and issued to the Sellers in accordance with Exhibit A.
Payment of Additional Consideration. Payments by Buyer to Seller of Additional Consideration, if any, under this Section 2.6 for any Winter Season shall be made within forty-five (45) days after the end of such Winter Season, but in any event not later than June 30th of the year in which such Winter Season ends.
Payment of Additional Consideration. In addition to the Purchase Price, Buyer shall pay to Sellers, or their assigns or successors, subject to the terms and conditions of this Agreement, additional consideration as follows:
(a) Sellers shall be paid an amount in cash equal to the lesser of (i) $10,000,000 or (ii) Adjusted 1998 EBITDA. Such amount shall be paid within ten Business Days after the determination of Adjusted 1998 EBITDA. As used herein "Adjusted 1998 EBITDA" shall mean the amount by which EBITDA for calendar year 1998 exceeds $25,000,000. "EBITDA" shall mean the Company's audited earnings from assets owned or contracted for on the date hereof before expenses
Payment of Additional Consideration. Buyer shall pay the Additional Consideration as specified in Section 2.6.
Payment of Additional Consideration. 3.1 On the date falling five Business Days after the calculation of the Working Capital and the Cash Amount becomes final and binding on the parties in accordance with this Agreement:
3.1.1 if the Working Capital is greater than a negative sum of €900,000, the Buyer shall pay to the Seller an amount equal to the Cash Amount; or
3.1.2 if the Working Capital is less than a negative sum of €900,000, the Buyer shall pay to the Seller an amount equal to the sum of the Cash Amount less the Deficit. For the avoidance of doubt, if the Deficit is greater than or equal to the Cash Amount, no payments shall be due pursuant to this paragraph 3.
3.2 For the purposes of this paragraph 3 the “Deficit” means the amount (if any) by which the Working Capital is less than a negative sum of €900,000. All payments pursuant to this paragraph shall be made by telegraphic transfer of immediately available funds to the bank accounts specified in clause 11.
Payment of Additional Consideration. Each payment of the Class A Additional Consideration, as and when payable by DPRC to each holder of the Outstanding Class A Stock, shall be paid by DPRC to each holder of the Outstanding Class A Stock, which amount shall be payable by DPRC's delivery to each holder of the Outstanding Class A Stock of a stock certificate of DPRC, certifying that such holder is the record holder of the applicable number of Additional DPRC Shares. Each payment of the Class B Additional Consideration, as and when payable by DPRC to each holder of the Outstanding Class B Stock, shall be paid by DPRC to each holder of the Outstanding Class B Stock, which amount shall be payable by DPRC's delivery to each holder of the Outstanding Class B Stock of a check, made payable to such holder of the Outstanding Class B Stock, or cash by wire transfer to such holder's account.
Payment of Additional Consideration. In consideration of the premises and promises herein contained, and subject to Executive executing and not revoking this Separation Agreement, it is agreed that the Company will provide Executive those certain benefits specifically detailed in Exhibit C to this Separation Agreement. It is expressly agreed to and acknowledged by the parties that Executive is not entitled to the benefits set forth in Exhibit C until such time as he executes this Separation Agreement and it becomes effective and irrevocable, by its terms. The consideration set forth in this Section 2 is in full, final and complete settlement of any and all claims which Executive could make in any complaint, charge, or civil action, whether for actual, nominal, compensatory, or punitive damages (including attorneys’ fees). Executive acknowledges that such consideration is being made as consideration for the releases set forth in Section 3 and 5. Executive further acknowledges that the consideration set forth in Exhibit C are separate and distinct of and from each other, and that each such item is independent valuable consideration for the release and waiver set forth in Sections 3 and 5. Without limiting the generality of the foregoing, the Executive acknowledges and agrees that he waives and, except as expressly set forth herein, shall not be entitled to any severance benefits in connection with his termination of employment, whether pursuant to his Employment Agreement, any plan, program, promise or otherwise. The Company shall pay Executive an additional cash lump sum in the amount of $35,000 in lieu of any obligation to reimburse Executive for his reasonable legal fees in connection with the negotiation of this Separation Agreement. Such reimbursement shall be paid within 10 days from the Employment Termination Date.
Payment of Additional Consideration. If, on or prior to the first anniversary of the Closing Date, the Surviving Corporation shall consummate a Sale Transaction with a Designated Party, then the Surviving Corporation shall pay to the Paying Agent for distribution to the holders of the Company's Class A Common Stock, Convertible Preferred Stock and Options outstanding immediately prior to the Effective Time, the Applicable Percentage of the aggregate Investor Profit. Such amount shall be considered an increase in the Aggregate Merger Consideration, and shall be paid in the same form as the consideration received by the Company and/or the Investor in the Sale Transaction.