Performance Payments Clause Samples

Performance Payments. Within [**] of achieving each of the research milestones listed below, Genentech shall pay to Lexicon the following amounts: [**]

Performance Payments. During each month of the Term, a Performance Payment will be available to Anker in an amount equal to [_ _ _ _], after giving effect to the provisions of the Third Amendment to the Coal Supply Agreement providing for quarterly adjustment of the Base Escalator. The Performance Payment available to Anker will be payable to Anker after the end of each month if Anker has fully performed its obligations for that month in accordance with the terms of the CSA and this Agreement. In any month in which Anker has not fully performed its obligations under the CSA and this Agreement, the Performance Payment otherwise available under the terms of this Agreement will be forfeited.

Performance Payments. Within 30 days following the date that the Facility achieves the Performance Thresholds set forth on Exhibit G attached hereto, the Buyer shall pay to Seller, as provided in Section 2.2, amounts equal to the applicable Performance Payment set forth on Exhibit G attached hereto.

Performance Payments. Schedule 4.7 to the Agreement is hereby deleted and replaced in its entirety with Schedule 4.7 attached hereto.

Performance Payments. The Enterprises shall pay Performance Payments to Developer commencing on the Performance Payment Start Date, as calculated in accordance with Part 2 of Schedule 6 (Performance Mechanism). All Performance Payments made from the Performance Payment Start Date through the Milestone Completion Date for Milestone 5B (collectively, the “Banked MPP”) shall be deposited by the Enterprises in a restricted account or subaccount held by the Collateral Agent under the Financing Documents (the “5A Blocked Account”). Except (a) to the extent permitted by Section 27.3 (including as a result of any foreclosure or other enforcement of any security interest that Developer is permitted to grant or create pursuant to Section 27.3 or the occurrence of any Insolvency Event or similar event with respect to the Developer) or (b) upon the exercise of a termination right under this Agreement, the Developer shall not draw on or otherwise access the Banked MPP held in the 5A Blocked Account prior to achieving the Milestone Completion Date for Milestone 5B. Upon achieving Milestone Completion with respect to Milestone 5B (as evidenced by the issuance of a Milestone Completion Certificate for Milestone 5B), Developer shall be entitled to unrestricted access to the Banked MPP held in the 5A Blocked Account. Following Milestone Completion with respect to Milestone 5B, the Enterprises shall deposit the Performance Payments to such account as may be designated by the Developer in the relevant Payment Request or by the Collateral Agent pursuant to the Lenders Direct Agreement.

Performance Payments. (a) The Sellers shall be entitled to receive Performance Payments in an amount up to a maximum of $17,000,000, in the aggregate, contingent upon attainment of certain performance targets as follows: (i) if EBIT for the fiscal year ending March 31, 2006 (the “First Pay-Out Period”), is equal to or greater than: (1) $15,000,000, the Sellers shall be entitled to receive a Performance Payment of $400,000, payable to the order of Sellers as provided in Section 1.1(c)(i) of the Disclosure Letter; and (2) $25,000,000, the Sellers shall be entitled to receive an additional Performance Payment of $5,000,000, payable to the order of Sellers as provided in Section 1.1(c)(i) of the Disclosure Letter. (ii) if EBIT for the fiscal year ending March 31, 2007 (the “Second Pay-Out Period”), is equal to or greater than: (1) $15,000,000, the Sellers shall be entitled to receive a Performance Payment of $400,000, payable to the order of Sellers as provided in Section 1.1(c)(i) of the Disclosure Letter; and (2) $25,000,000, the Sellers shall be entitled to receive an additional Performance Payment of $5,000,000, payable to the order of Sellers as provided in Section 1.1(c)(i) of the Disclosure Letter. (iii) if EBIT for the fiscal year ending March 31, 2008 (the “Third Pay-Out Period”) is equal to or greater than: (1) $15,000,000, the Sellers shall be entitled to receive a Performance Payment of $400,000, payable to the order of Sellers as provided in Section 1.1(c)(i) of the Disclosure Letter; and (2) $25,000,000, the Sellers shall be entitled to receive a Performance Payment of $5,000,000, payable to the order of Sellers as provided in Section 1.1(c)(i) of the Disclosure Letter. (iv) if EBIT for the fiscal year ending March 31, 2009 (the “Fourth Pay-Out Period”) is equal to or greater than: (1) $15,000,000, the Sellers shall be entitled to receive a Performance Payment of $400,000, payable to the order of Sellers as provided in Section 1.1(c)(i) of the Disclosure Letter. (v) if EBIT for the fiscal year ending March 31, 2010 (the “Fifth Pay-Out Period”) is equal to or greater than: (1) $15,000,000, the Sellers shall be entitled to receive a Performance Payment of $400,000, payable to the order of Sellers as provided in Section 1.1(c)(i) of the Disclosure Letter. (b) Notwithstanding the foregoing, in the event that Sellers fail to earn the Performance Payments described in subsections 1.5(a)(i)(2) or 1.5(a)(ii)(2) above, Sellers may carry back any EBIT amounts in excess of the p...

Performance Payments. (i) In further consideration of the performance by Provider of the Services, in the event the Company becomes Publicly Traded, the Company shall pay to Provider upon each occurrence of a Vesting Event (as defined below) Five Million United States Dollars ($5,000,000 USD) (a “Performance Payment”). (ii) Notwithstanding anything in this Agreement to the contrary, in order for any Performance Payment to be made, this Agreement must remain in effect and Provider must continue to provide the Services described in Section 1 in accordance with the terms and subject to the conditions of this Agreement through and including the date of any relevant Vesting Event for any Performance Payment. In the event this Agreement is terminated or Provider ceases to perform the Services described in Section 1 in accordance with the terms and subject to the conditions of this Agreement for any reason, all Performance Payments that have not been paid and earned at the time of such termination or cessation of Services will be forfeited. (iii) Subject to Section 3(b)(ii) above, a Performance Payment will occur only once upon the occurrence of a Vesting Event (it being understood that if the Company Equity Value, as defined below, subsequently declines below the threshold for a particular Vesting Event, no additional Performance Payments will be granted if the Company Equity Value later attains or exceeds that same threshold). (iv) The Parties agree that the purpose of the Performance Payments is to reward Provider upon the Company and its subsidiaries (and/or their successors) achieving certain valuation thresholds in connection with trading on the public markets, irrespective of changes to the Company’s legal or corporate structure. In the event of adjustments to the Company’s legal or corporate structure (including reorganizations, conversions of corporate form, distributions, recapitalizations, etc.), the rights and benefits of Provider hereunder shall be adjusted appropriately so as to replicate as nearly as practicable the benefits granted to Provider hereunder (subject in each case to the terms and provisions of this Agreement). (v) Any Performance Payment shall be paid to Provider as soon as possible following the Vesting Event, but in no event later than March 15 of the calendar year following the calendar year in which the Vesting Event occurred. (vi) In the event that the Company does not become Publicly Traded by June 1, 2022, the parties will negotiate additional trigge...

Performance Payments. Detailed procedures for performance based payments will be mutually developed and agreed to between the Contractor and the Administrative Contracting Officer. That agreement will be documented by a Contractor Performance Billing Procedure and will, as a minimum, define a procedure that identifies performance payment billings to the Contract ACRN level by each vehicle invoiced.

Performance Payments. (a) Following the Closing and as additional consideration for the Shares, the Seller shall be entitled to receive from the Purchaser (subject to the terms and conditions set forth in this Section 1.6) additional amounts based on the Acquired Companies’ performance during (i) the twelve-month period ending December 31, 2012 (the “First Performance Period”) and (ii) the twelve-month period ending December 31, 2013 (the “Second Performance Period”, and together with the First Performance Period, the “Performance Periods”). The amount (if any) paid with respect to (A) the First Performance Period (the “First Performance Payment”) and (B) the Second Performance Period (the “Second Performance Payment”, and together with the First Performance Payment, the “Performance Payments”) shall each be determined in accordance with this Section 1.6 and shall be paid to the Seller pursuant to the terms of Section 1.6(c) below. (b) The amount of the Performance Payments shall be determined as set forth in this Section 1.6(b). (i) If the Revenue during the First Performance Period (including any Revenue for the period prior to Closing) is (A) [*****], the First Performance Payment will be [*****], or (B) [*****], the First Performance Payment will be [*****]. (ii) If the Revenue during the Second Performance Period is (A) [*****], the Second Performance Payment will be [*****], or (B) [*****], the Second Performance Payment will be $10,000,000 less the amount paid pursuant to Section 1.6(b)(i) (if any). (c) On or before (i) the later of (A) March 31, 2013 and (B) forty-five (45) calendar days following the Closing Date (with respect to the First Performance Period), (ii) March 31, 2014 (with respect to the Second Performance Period) and (iii) sixty (60) days following the consummation of a Divestiture, if applicable, the Purchaser shall deliver to the Seller a calculation setting forth in reasonable detail in light of the facts then known the Revenue for the First Performance Period (the “2012 Revenue Statement”), the Revenue for the Second Performance Period (the “2013 Revenue Statement”), or the Revenue for the portion of the applicable Performance Period through the date of Divestiture (the “Divestiture Revenue Statement”), in each case, listing Revenue by country, by month and, if applicable, listing additions to and deductions from Revenue, by country, by month and by category (in accordance with the definition of Revenue) and listing the Currency Conversion Rates used ...