Additional IP and Molds Price Sample Clauses

Additional IP and Molds Price. (a) Parent (for subsequent distribution to Rubbermaid BV under the sole responsibility of Parent) shall be entitled to the payment of Additional IP and Molds Price based on the provisions of this Section 3.2, as additional consideration for the Intellectual Property and the Transferred Molds. (b) The Additional IP and Molds Price shall be calculated based on the cumulative Adjusted EBIT for the five fiscal years ending December 31, 2005 through December 31, 2009, inclusive (the “Earn Out Period”), it being agreed that (A) the first fiscal year will include only the period from the Closing Date to December 31, 2005, (B) the Adjusted EBIT shall include (i) an adjustment equal to 5% of the combined net sales of the EHP Business to approximate corporate charge expenses, which amount shall be added to the selling, general and administrative expenses incurred by the EHP Business, provided that the Purchaser shall provide a list of items included in such 5% adjustment and shall deliver a certificate stating that such expenses have not already been included in the profit and loss statement of the EHP Business and (ii) the profits generated by any of the Purchaser’s Subsidiaries or Affiliates from the use of any Assets of the Transferred Subsidiaries or Transferred Assets, to the extent that such Assets or any right attached thereto have been transferred, leased or licensed, or otherwise made available to such Purchaser’s Subsidiary or Affiliates, at any time during the Earn Out Period, and (C) the aggregate amount to be paid to Parent in connection with such Additional IP and Molds Price shall be capped at US$25 million. The Additional IP and Molds Price payable by the Purchaser to Parent shall amount for each relevant fiscal year to the total of 50% of the cumulative Adjusted EBIT (as determined in accordance with Section 3.2(e) below) generated by the EHP Business from the Closing Date through the end of such fiscal year less amounts previously paid pursuant to this Section 3.2. Payments of the Additional IP and Molds Price that may become due for any relevant fiscal year shall be made not later than three months after the end of such fiscal year (subject to any potential dispute regarding any item of the EHP Business Financial Statements in accordance with Section 3.2(e) below). (c) For purposes of this Section 3.2, the Adjusted EBIT for each fiscal year during the Earn Out Period shall be determined on the basis of the audited consolidated financial statements...
Sample 1

Related to Additional IP and Molds Price

  • DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES Contractor shall provide Authorized Users with electronic copies of the Contract, including price lists and Appendices, upon request. Contract Updates will be handled as provided in Appendix C – Contract Modification Procedures.

  • Additional Products Upon satisfying the minimum order requirements above, Enrolled Affiliate may order Additional Products.

  • Payment for Labor and Materials (a) Borrower will promptly pay when due all bills and costs for labor, materials, and specifically fabricated materials ("LABOR AND MATERIAL COSTS") incurred in connection with the Property and never permit to exist beyond the due date thereof in respect of the Property or any part thereof any lien or security interest, even though inferior to the liens and the security interests hereof, and in any event never permit to be created or exist in respect of the Property or any part thereof any other or additional lien or security interest other than the liens or security interests hereof except for the Permitted Encumbrances. (b) After prior written notice to Lender, Borrower, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any of the Labor and Material Costs, provided that (i) no Event of Default has occurred and is continuing under the Loan Agreement, the Note, this Security Instrument or any of the other Loan Documents, (ii) Borrower is permitted to do so under the provisions of any other mortgage, deed of trust or deed to secure debt affecting the Property, (iii) such proceeding shall suspend the collection of the Labor and Material Costs from Borrower and from the Property or Borrower shall have paid all of the Labor and Material Costs under protest, (iv) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder, (v) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, canceled or lost, and (vi) Borrower shall have furnished the security as may be required in the proceeding, or as may be reasonably requested by Lender to insure the payment of any contested Labor and Material Costs, together with all interest and penalties thereon.

  • Additional Products and Services Subject to the allocation of funds, the CPO may add similar equipment, supplies, services, or locations, within the scope of this Agreement, to the list of equipment, supplies, services, or locations to be performed or provided by giving written notification to Contractor. For purposes of this Section, the “Effective Date” means the date specified in the notification from the CPO. As of the Effective Date, each item added is subject to this Agreement, as if it had originally been a part, but the charge for each item starts to accrue only on the Effective Date. In the event the additional equipment, supplies, services, or locations are not identical to the items(s) already under this Agreement, the charges therefor will then be Contractor’s normal and customary charges or rates for the equipment, supplies, services, or locations classified in the Fees and Costs (Exhibit “F”).

  • PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS If any portion of work being Bid is subject to the prevailing wage rate provisions of the Labor Law, the following shall apply:

  • Minimum Site Requirements for TIPS Sales (when applicable to TIPS Sale). Cleanup: When performing work on site at a TIPS Member’s property, Vendor shall clean up and remove all debris and rubbish resulting from their work as required or directed by the TIPS Member or as agreed by the parties. Upon completion of work, the premises shall be left in good repair and an orderly, neat, clean and unobstructed condition. Preparation: Vendor shall not begin a project for which a TIPS Member has not prepared the site, unless Vendor does the preparation work at no cost, or until TIPS Member includes the cost of site preparation in the TIPS Sale Site preparation includes, but is not limited to: moving furniture, installing wiring for networks or power, and similar pre‐installation requirements. Registered Sex Offender Restrictions: For work to be performed at schools, Vendor agrees that no employee of Vendor or a subcontractor who has been adjudicated to be a registered sex offender will perform work at any time when students are, or reasonably expected to be, present unless otherwise agreed by the TIPS Member. Vendor agrees that a violation of this condition shall be considered a material breach and may result in the cancellation of the TIPS Sale at the TIPS Member’s discretion. Vendor must identify any additional costs associated with compliance of this term. If no costs are specified, compliance with this term will be provided at no additional charge. Safety Measures: Vendor shall take all reasonable precautions for the safety of employees on the worksite, and shall erect and properly maintain all necessary safeguards for protection of workers and the public. Vendor shall post warning signs against all hazards created by the operation and work in progress. Proper precautions shall be taken pursuant to state law and standard practices to protect workers, general public and existing structures from injury or damage. Smoking: Persons working under Agreement shall adhere to the TIPS Member’s or local smoking statutes, codes, ordinances, and policies.

  • CERTIFICATION REGARDING DRUG-FREE WORKPLACE REQUIREMENTS 1. The Contractor certifies that it will provide a drug-free workplace by: a. Publishing a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession or use of a controlled substance is prohibited in the Contractor’s workplace and specifying the actions that will be taken against employees for violation of such prohibition;

  • License Terms This license is for one full Semester. It cannot be cancelled or terminated except under the conditions cited in this license.

  • SUBSTANCE ABUSE POLICY See applicable administrative policy.

  • Required Procurement Procedures for Obtaining Goods and Services The Grantee shall provide maximum open competition when procuring goods and services related to the grant- assisted project in accordance with Section 287.057, Florida Statutes.