The Initial Payment Clause Samples

The Initial Payment. On or before the close of business on October 22, 2010, CSI shall cause to be paid to ▇▇▇▇▇▇▇ the total sum of $ 1.5 Million (the “Initial Payment”) by wire transfer. Confirmation of the transmission by CSI’s transmitting bank shall be deemed to be confirmation of the payment of the Initial Payment to ▇▇▇▇▇▇▇. Payment of such sum, in good funds, shall be an express condition of the effectiveness of the releases set forth above and of the obligations referenced in paragraph 5 below. Such funds shall be paid by wire transfer as follows: Citibank ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Account Holder: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Attorney at Law Client Trust Account ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Account No. 203119177 Citibank ABA/Routing No. ▇▇▇▇▇▇▇▇▇

The Initial Payment. The Initial Payment shall be paid on the ------------------- Closing Date and allocated as follows: (a) $4,000,000 to ▇▇▇▇▇▇▇▇ as consideration and in exchange for the Series C Preferred held by ▇▇▇▇▇▇▇▇; (b) $101,000 to ▇▇▇▇▇▇▇▇ as consideration and in exchange for the Series A Preferred held by ▇▇▇▇▇▇▇▇; (c) $899,000 to ▇▇▇▇▇▇▇▇ as consideration and in exchange for the Series B Preferred held by ▇▇▇▇▇▇▇▇; (d) $900,000, the Initial Holdback Amount to be withheld by GBB and to be paid in accordance with Section 2.4 hereof; and (e) the remainder of the Initial Payment to the Participating Shareholders in proportion to the respective Conversion Share Equivalent and Earn Out Percentage held by such Participating Shareholders, as set forth on Exhibit A hereto.

The Initial Payment. Subject to the provisions of Sections 2.2(c) and 3.5 hereof, and to Contrin's performance of its obligations under Section 5.1 hereof (as to the payments called for by paragraphs (ii) and (iii) below), the Cronos Defendants shall make an initial payment (the "Initial Payment") to the Contrin Plaintiffs in the amount of One Million U.S. Dollars (U.S. $1,000,000). Payment of the Initial Payment shall be made in accordance with the following schedule: (i) U.S. $300,000, which the Parties acknowledge was made on November 6, 2003; (ii) U.S. $250,000 on or before February 16, 2004; and (iii) The balance, U.S. $450,000, (A) by the later of (x) July 1, 2004, or (y) within five (5) business days after CWC registers the Austrian Judgment with the High Court of Justice, London, England, and assigns the same to CG pursuant to the provisions of Section 3.3 hereof, or (B) if the balance has not been paid under the provisions of clause (A) by January 5, 2005, then the balance shall be payable on January 5, 2005.

The Initial Payment. By accepting the terms of this Agreement, you agree and understand that the initial Program payment stated and or agreed in advance of entering the program(s) is non-refundable. You are committing to pay RETROGRAPHIC INTERNATIONAL the initial Program payment.

The Initial Payment of the Agreement is deleted in its entirety and replaced with the following:

The Initial Payment. Immediately upon the satisfaction of the following four conditions: (a) The MSA is executed by the Settling States (as defined in the MSA) and PM elects in its sole discretion to execute the MSA; (b) PM completes, without discovery of any adverse condition (other than liens in respect of Ligg▇▇▇'▇ ▇▇▇ior notes that will be eliminated in connection with the Initial Payment as described below) that has not been cured by the Ligg▇▇▇ ▇▇▇ties, preliminary due diligence with respect to liens, trademark search, etc. as described on Annex A hereto, such preliminary due diligence to be completed by the close of business on November 30, 1998; (c) The Ligg▇▇▇ ▇▇▇ties sign the MSA and they receive and deliver to PM evidence in a form heretofore agreed to by the Parties that there are and will be no encumbrances, restrictions or conditions on or affecting the Marks (as defined herein) arising from the Ligg▇▇▇ Parties' previous settlements with the states of Massachusetts, Louisiana, West Virginia, Florida and Mississippi; and (d) PM receives evidence satisfactory to it that the Ligg▇▇▇ ▇▇▇ties have deposited with the trustee under Ligg▇▇▇'▇ ▇▇▇ior secured notes sufficient funds, and have otherwise taken all action, so that upon deposit of the Initial Payment (as described below) with the trustee under such notes, any lien on the Marks in respect of such notes shall be eliminated, with no further action by any Ligg▇▇▇ ▇▇▇ty, upon the passage of not more than 75 days after such deposit, PM will pay (the "Initial Payment") to Eve Holdings Inc. ("Eve") or such other entity designated by the Ligg▇▇▇ ▇▇▇ties (the date of such payment being the "Initial Payment Date") by irrevocable deposit (in a manner satisfactory to PM and the Ligg▇▇▇ ▇▇▇ties) with the trustee under the senior notes: (1) $5 million in consideration for the grant of an option (the "Class A Option") to purchase 100% of the Class A Interest described in paragraph 4(a) for $10.1 million, such option to be exercisable until the expiration of the Class B Option, subject to obtaining HSR approval for both the purchase of the Class A Interest and entry into the License Agreement (as defined below); and (2) $145 million in consideration for the grant of an option (the "Class B Option") to purchase 100% of the Class B Interest described in paragraph 4(a) for $139.9 million (the "Class B Exercise Price"), subject to adjustment as provided below, such option to be exercisable during the ninety day period beginning on ...

The Initial Payment. On the Approval Date, the Company will pay to the Employee $2 million, less applicable withholdings and deductions as provided herein (the “Initial Payment”). The Employee agrees and represents that he will invest the Initial Payment into a segregated account (the “Segregated Account”) and will not otherwise draw on or access the Initial Payment funds unless or until he is able to do so in accordance with this section (the “Payment Representation”). If at any time, the Employee breaches the Payment Representation, the Employee shall bear any costs and expenses incurred by the Company and/or the Consenting Noteholders in enforcing the Payment Representation and/or recovering any withdrawn funds. If, as of the fifth business day following the Effective Date (the “Payment Determination Date”), no order has been entered determining the Employee to be in material breach of this Agreement and no member of the Company Group or Consenting Noteholder has sent to the Employee a notice notifying the Employee that he is in material breach of this Agreement (a “Breach Notice”), the funds in the Segregated Account (net of any gains or losses pursuant to the Employee’s investment decisions, the “Account Funds”) will be subject to the Employee’s unrestricted use. Any Breach Notice must set forth the circumstances serving as the basis of the breach and the party providing the Breach Notice will provide a copy of the notice to the other parties in interest (i.e., the Company and/or Consenting Noteholders, as applicable). If, as of the Payment Determination Date, an order has been entered determining the Employee to be in material breach of this agreement and has become final and unappealable, the entire Initial Payment will be returned to the Company (through the release of the Account Funds to the Company and supplemented by the Employee to the extent the Account Funds are less than the Initial Payment amount as a result of the Employee’s investments). If, as of the Payment Determination Date, (i) an order has been entered determining the Employee to be in material breach of this Agreement that has not yet become final and unappealable or (ii) a member of the Company Group or a Consenting Noteholder has sent a Breach Notice to the Employee, then the Account Funds will remain in the Segregated Account without right to use or access by the Employee until a final and unappealable order is entered on the matter or the matter is otherwise resolved between the parties, at which ...

The Initial Payment