Additional Purchase Price Adjustment. (a) Seller acknowledges that the fundamental economic benefits that Purchaser expects to receive from the Transaction are predicated on the Business having a sales perimeter of at least the 2017 Volume Threshold Amount in the 2017 calendar year, and that the covenants and agreements set forth in this Section 1.15 are essential to allow Purchaser to achieve these fundamental economic benefits.
Additional Purchase Price Adjustment. If the Redemption Share Value shall be less than the Redemption Target upon the repurchase of the then outstanding shares of Series B Convertible Preferred Stock pursuant to Section 4.10 of this Agreement, then, within ten (10) Business Days following the date of repurchase of the then outstanding shares of Series B Convertible Preferred Stock pursuant to Section 4.10 of this Agreement, the Purchaser shall pay to the Seller and/or its permitted assigns pursuant to Section 11.2(d) of this Agreement, pro rata based on the number of shares of Series B Convertible Preferred Stock held by such Person(s) immediately prior to the repurchase pursuant to Section 4.10 of this Agreement, an aggregate amount in cash equal to the amount (if any) by which the Redemption Target exceeds the Redemption Share Value (the “Make Whole Payment”). Within ten (10) Business Days following the earlier of (i) the date of redemption of the Series B Convertible Preferred Stock pursuant to Section 7 of the Certificate of Designation, (ii) the date the Series B Convertible Preferred Stock would have been redeemed pursuant to Section 7 of the Certificate of Designation or repurchased pursuant to Section 4.10 of this Agreement in the case of the conversion of all of the shares of Series B Convertible Preferred Stock pursuant to Section 6 of the Certificate of Designation and (iii) the date of repurchase of the Series B Convertible Stock pursuant to Section 4.10 of this Agreement, as applicable, the Seller shall pay to the Purchaser an amount in cash, by wire transfer of immediately available funds to an account designated in writing by the Purchaser, equal to the Resolution Payment Amount; provided, that the Resolution Payment Amount shall be payable only once.”
Additional Purchase Price Adjustment. In the event the Closing occurs after the Trigger Date (as defined below), then the Purchase Price shall be increased by $33,699 per day from the Trigger Date through the Closing Date; provided, however, no amount shall be due and payable under this Section 1.3 with respect to any day that is more than 365 days following the Trigger Date or if this Agreement is terminated under Section 8.1 hereof. For purposes of this Agreement, the "Trigger Date" shall be the later of (i) December 31, 2002, (ii) the date on which Seller is capable (without further action by any third party) of completing performance in all material respects of its agreements and covenants contained in or contemplated by this Agreement which are required to be performed by it at or prior to the Closing and (iii) the date which is ninety (90) days following the date on which the Illinois Commerce Commission ("ICC") grants its approval of the transaction contemplated by this Agreement.
Additional Purchase Price Adjustment. 1.10 Dispute Resolution — Applicable NAV, Losses/Gains, etc.
Additional Purchase Price Adjustment. Buyer and Seller acknowledge their difference of opinion as to the value of the Assets purchased hereunder and therefore have agreed to a further, and contingent, Purchase Price adjustment in accordance with the provisions of this Section 1.9. Buyer shall pay to Sellers in respect of each calendar quarter following the Initial Closing an amount necessary such that the aggregate amounts paid to Sellers pursuant to this Section 1.9 equal the product of eighty percent (80%) multiplied by the Cumulative Net Gain (if any) through the end of such calendar quarter (each such payment, an “Earn Out Payment”; and such product, an “Earn Out Amount”). Buyer shall not be required to make an Earn Out payment until the first calendar quarter following the calendar quarter during which Sellers stop providing any services pursuant to the Transition Service Agreement. The Earn Out Payment for any calendar quarter shall be determined and paid in accordance with the following procedures:
Additional Purchase Price Adjustment. 4 ARTICLE
Additional Purchase Price Adjustment. In the event the Closing occurs after the Trigger Date (as defined below), then the Purchase Price shall be increased by $33,699 per day from the Trigger Date through the Closing Date; provided, however, no amount shall be due and payable under this Section 1.3 with respect to any day that is more than 365 days following the Trigger Date or if this Agreement is terminated under Section 8.1 hereof. For purposes of this Agreement, the "TRIGGER DATE" shall be the later of (i) December 31, 2002, (ii) the date on which Seller is capable (without further action by any third party) of completing performance in all material respects of its agreements and covenants contained in or contemplated by this Agreement which are required to be performed by it at or prior to the Closing and (iii) the date which is ninety (90) days following the date on which the Illinois Commerce Commission ("ICC") grants its approval of the transaction contemplated by this Agreement.
Additional Purchase Price Adjustment. Section 2.10 and Exhibit 2.10 and all references in the Agreement to Section 2.10 and Exhibit 2.10 are deleted from the Agreement, and the agreements and covenants of the parties contained in Section 2.10 and Exhibit 2.10 are terminated and of no further force or effect. Simultaneously with the execution of this letter agreement, Seller and Buyer shall execute a document in the form attached as Exhibit B to this letter agreement sufficient to terminate the Encumbrance recorded against the Property, and shall cause the same to be recorded in the office of the County Recorder of Salt Lake County, Utah. Buyer shall be responsible for recording the document and for the applicable recording fee.
Additional Purchase Price Adjustment. The Purchase Price will also be adjusted upwards after the Quota Purchase Closing Date to include amounts equal to the aggregate of all of the following gross asset items that are transferred to Buyer as part of the Company or otherwise, all in Italian Lire: cash and near cash equivalents; prepaid expenses; and accounts receiveable, including the receivables with Employees as set forth in Schedule 3.5., Section 4, in each case related to the Manufacturing Operations. In the event that such amounts are transferred to the Buyer as part of the Company, Buyer shall pay the aggregate amounts so transferred by immediately available electronic funds transfer to Seller within fifteen (15) days of the Quota Purchase Closing Date.
Additional Purchase Price Adjustment. Sempra shall deliver to RBS on and as of the date hereof and on and as of the Closing Date a schedule (“Schedule 2.7”) setting forth the amount of the associated specific reserves for potential liabilities that have been established in accordance with GAAP and reflected on the Closing Balance Sheet for which Sempra has indemnification obligations under Section 9.2 (except under subsections (a) and (b) of such section). To the extent that (i) for such specific reserves, any greater amount or any portion thereof are included in the Final Balance Sheet, (ii) any matter for which such a specific reserve has been established is subsequently fully and finally resolved within the survival periods or time limits set forth in Section 9.1 or the last sentence of Section 9.4(a), as they may be extended by the Sempra Parties in writing prior to the expiration of such survival periods or time limits, as applicable, such that such reserve is no longer required to be maintained by the Partnership under IFRS and (iii) the total specific reserve for such matter included in the Final Balance Sheet shall have been in excess of the amount of the aggregate actual costs incurred or liabilities accrued by the Partnership and the SET Companies in respect of such matter following the Closing Date, then RBS shall cause the Partnership promptly to pay over such excess (the “Excess Reserve Amount”) to SETI and SG, in such proportions as Sempra Energy shall specify, as an adjustment of the purchase price paid hereunder; provided, if the release of any Excess Reserve Amount occurs later than one year after the Closing Date, then such Excess Reserve Amount shall be retained by the Partnership and specially allocated and distributed to SETI and SG as provided in the LLP Agreement.
