Additional Purchase Consideration Sample Clauses

Additional Purchase Consideration. In addition to the purchase price set forth in Section 1.6 above, Buyer shall deliver the following additional purchase consideration, if any, after the Closing (the “Additional Purchase Consideration”) based upon the financial performance of Buyer’s three branch offices that are the result of the Buyer’s purchase of the Purchased Assets under this Agreement. As used in this Section 1.7, “Operating Profit” shall mean the operating profit attributable to Buyer’s branch offices in Seattle, Washington, Portland, Oregon and Eugene, Oregon, which together are the result of the acquisition made by Buyer under this Agreement, and shall be calculated as the combined net profit of such three branch offices, calculated in accordance with Generally Accepted Accounting Principals (“GAAP”) consistently applied by Buyer, but excluding interest expense, income taxes and depreciation, and also excluding any allocation of corporate overhead and administrative expenses allocated from Buyer’s corporate organization over and above $180,000. The Shareholder and the Seller hereby acknowledge and agree that Buyer shall have the right but not the obligation to set-off any amount payable to Buyer by Seller or the Shareholder under this Agreement against any amount owed or payable by Buyer to Seller or the Shareholder under this Agreement, including, but not limited to, this Section 1.7, calculated in accordance with Section 9.5 hereof. For purposes of determining the Additional Purchase Consideration, the Operating Profit shall be measured for the period beginning on the day following the Closing Date and ending on June 30, 2006 and shall be payable as set forth below:

Additional Purchase Consideration. As additional consideration for the Purchased Assets, Buyer will pay additional purchase consideration to the Seller following the Closing Date based on and contingent upon certain post-Closing financial performance beginning on the first day of the first full calendar month after the Closing (the “Additional Purchase Consideration”) as set forth in this section 1.7. (a) Buyer will pay Seller a variable contingent payment based on and contingent upon the financial performance of Buyer’s business unit that is comprised, after the Closing Date, solely of (i) those business activities conducted by Seller at its current location in Sacramento, California at and immediately prior to the Closing Date, which are being acquired pursuant to this Agreement and (ii) those business activities conducted by Buyer at its current location in Sacramento, California (collectively clauses (i) and (ii), the “Acquired Business Operations”). For purposes of this Agreement, the term “Acquired Business Operating Income Contribution” means the Operating Income (as defined by GAAP as applied by Buyer in operating its business) contribution attributable to the Acquired Business Operations before any allocation of Buyer’s corporate-level operations and administrative expenses, all as reasonably determined by Buyer using its normal accounting methodologies and processes, in accordance with Generally Accepted Accounting Principles (“GAAP”) and subject to review by Seller. For the purposes of determining Acquired Business Operating Income Contribution, the cost of amortization of assets (other than intangible assets) acquired pursuant to this Agreement will be considered an expense of the Acquired Business Operations but the cost of amortization of all intangible assets acquired pursuant to this Agreement will be excluded as an expense of the Acquired Business Operations. The Additional Purchase Consideration will be calculated and paid in two annual components - the first based on the first 12-month period following the Closing Date (the “First Year Measurement Period”) and the second based on the second 12-month period following the Closing Date (the “Second Year Measurement Period”), as set forth below.

Additional Purchase Consideration. As additional consideration for the Purchase, the Buyer will pay additional purchase consideration to the Seller following the Closing Date based on and contingent upon certain post-Closing financial performance beginning on the first day of the first full calendar month after the Closing (the “Additional Purchase Consideration”) as set forth in this section 1.7.

Additional Purchase Consideration. Purchaser shall pay Seller an additional Ten Million, Five Hundred Thousand and No/100 Dollars ($10,500,000.00) paid upon sale of homes or equivalent dwelling units evidenced by the sale of a home by the builder of that home to a homeowner as evidenced by the water meter no longer being in the homebuilder’s name within the Subject Territories (Schedule 2,3.2) after April 14,2005, to be paid as follows unless the Initial Payment Date has not occurred: (a) $2,500,000 paid upon the Sale of 2,500 Homes; and, (b) $3,750,000 at the Sale of an additional 2,500 Homes; and, (c) $4,250,000 at the Sale of an additional 5,000 Homes. If the Initial Payment Date has not occurred at the time that any payment in this section 2.3.2 becomes due and owing, such payment shall be deferred at GWR’s election and made at the time of payment of the Initial Purchase Price with interest at 7.5% annualized from the date such payment would have been due until the payment is made.

Additional Purchase Consideration. In addition to the purchase price set forth in Section 1.6 above, Buyer shall deliver the following additional purchase consideration, if any, after the Closing (the “Additional Purchase Consideration”) based upon the financial performance of Buyer’s two branch offices that comprise a portion of the Purchased Assets as set forth in this Section 1.7. Additional Purchase Consideration shall be calculated by Buyer and paid by Buyer to Seller as provided for below. As used in this Section 1.7, “Operating Profit” shall mean the combined net operating profit attributable to Buyer’s branch offices in Albuquerque, New Mexico and El Paso, Texas, which together make up the acquired business that is the subject of this Agreement (the “Acquired Business”), and shall be calculated as the combined net profit of such two branch offices, calculated in accordance with Generally Accepted Accounting Principals (“GAAP”) consistently applied by Buyer, but excluding interest expense and income taxes, and also excluding any allocation of corporate overhead and administrative expenses allocated from Buyer’s corporate organization and all footnote disclosure ordinarily required under GAAP. The Shareholders and the Seller hereby acknowledge and agree that Buyer shall have the right but not the obligation to set-off any amount payable to Buyer by Seller or any Shareholder under this Agreement against any amount owed or payable by Buyer to Seller or Shareholders under this Agreement, including, but not limited to, this Section 1.7, calculated in accordance with Section 9.5 hereof. Asset Purchase Agreement 4

Additional Purchase Consideration. In addition to the purchase price set forth in Section 1.6 above, Buyer shall deliver the following additional purchase consideration, if any, after the Closing (the “Additional Purchase Consideration”) based upon the financial performance of Buyer’s branch office that comprise a portion of the Purchased Assets as set forth in this Section 1.7. Additional Purchase Consideration shall be calculated by Buyer and paid by Buyer to Seller as provided for below. (a) As used in this Section 1.7, “Revenue” shall mean the net revenue attributable to Buyer’s branch office in Los Angeles, California, which makes up the acquired business that is the subject of this Agreement (the “Acquired Business”), and shall be calculated as the net revenue of such branch office, calculated in accordance with Generally Accepted Accounting Principals (“GAAP”) consistently applied by Buyer. Shareholder and the Seller hereby acknowledge and agree that Buyer shall have the right but not the obligation to set-off any amount payable to Buyer by Seller or Shareholder under this Agreement against any amount owed or payable by Buyer to Seller or Shareholder under this Agreement, including, but not limited to, this Section 1.7, calculated in accordance with Section 9.5 hereof. Asset Purchase Agreement

Additional Purchase Consideration. If the NOI for any year in which an installment of Deferred Consideration is due exceeds $2,200,000 in the first such year, $2,200,000 in the second such year and $2,300,000 in the third such year, then twenty-five percent (25%) of the amount over and above and in excess of $2,200,000, $2,200,000 and $2,300,000 respectively shall be accrued as additional consideration and, within sixty (60) days of the anniversary of the Closing Date, be paid as additional consideration to those persons designated in Schedule 2.5 in the proportions described in that Schedule; provided, however, that to the extent excess NOI is carried forward or backward pursuant to the provisions of Section 2.2 hereof, Acquiree shall not be entitled to Additional Purchase Consideration attributable to such amounts. In the event that Additional Purchase Consideration is paid in year one or two and a shortfall occurs in year two or three and such Additional Purchase Consideration actually paid in year one or two is deemed unearned pursuant to this Section 2.5, due to Acquiree Shareholders decision to carry forward excess NOI pursuant to Section 2.2 hereof, RCM shall deduct such amount from the Deferred Consideration earned in year two or three.