Common use of Additional Purchase Price Clause in Contracts

Additional Purchase Price. During the time period commencing on the Closing Date and terminating on the date that is ninety (90) Calendar Days thereafter (the “Commercial Pad Purchase Period”), Buyer shall have the right to elect, in its sole discretion, by written notice delivered by Buyer to Seller on or before the expiration of the Commercial Pad Purchase Price (the “Commercial Pad Election Notice”), whether to retain or to not retain that certain real property more particularly described on Exhibit “N” attached hereto and incorporated herein by reference (the “Commercial Pad”), for an additional purchase price in the amount of Six Hundred Seventy-Five Thousand Dollars ($675,000.00) (the “Additional Purchase Price”). In the event that Buyer fails to timely deliver the Election Notice to Seller, then Buyer shall be deemed to have elected not to retain the Commercial Pad pursuant to this Section 14.1 hereof. In the event that Buyer timely delivers the Election Notice to Seller indicating Buyer’s election to retain the Commercial Pad, then Buyer shall be obligated to deliver the Additional Purchase Price to Seller within ten (10) Business Days of Buyer’s receipt of the Parking Approvals Notice. In the event that Seller fails to deliver the Parking Approvals Notice pursuant to Section 14.2 hereof, Excel shall not be obligated to pay the Additional Purchase Price and shall have the right to retain the Commercial Pad for no additional consideration, and Seller shall have no further rights with respect to the Commercial Pad or any further requirements to obtain the Parking Approvals.

Additional Purchase Price. During (a) Sellers and Purchaser agree that in the time period commencing on the Closing Date and terminating on the date that is ninety event "2002 Sponsorship Revenues", as hereinafter defined, equal or exceed one million two hundred thousand dollars (90) Calendar Days thereafter (the “Commercial Pad Purchase Period”$1,200,000)(the "Threshold Amount"), Buyer Purchaser shall have the right to elect, in its sole discretion, by written notice delivered by Buyer to pay each Seller on or before the expiration of the Commercial Pad Purchase Price (the “Commercial Pad Election Notice”), whether to retain or to not retain that certain real property more particularly described on Exhibit “N” attached hereto and incorporated herein by reference (the “Commercial Pad”), for an additional purchase price in the amount of Six Hundred Seventysix thousand six hundred and sixty-Five Thousand Dollars six dollars and sixty-seven cents ($675,000.006,666.67) (the “"Additional Purchase Price”"). For the purposes hereof, "2002 Sponsorship Revenues" shall be defined as: all sponsorship revenues received from third parties by the Company or its Affiliates pursuant to any oral or written sponsorship agreement for the activities of the 2002 Summer Tour, it being understood that no amount of revenue shall be included or imputed on account of Vans' right to the title tour sponsorship. (b) In the event that Buyer fails to timely deliver the Election Notice to Seller, then Buyer shall be deemed to have elected not to retain the Commercial Pad pursuant to this Section 14.1 hereof. In the event that Buyer timely delivers the Election Notice to Seller indicating Buyer’s election to retain the Commercial Pad, then Buyer shall be obligated to deliver the Additional Purchase Price becomes due to Seller within the Sellers, Purchaser shall remit such payment to the Sellers by wire transfer no later than ten (10) Business Days of Buyer’s receipt after the end of the Parking Approvals Notice. In calendar month during which the event Threshold Amount was first reached. (c) The parties hereto acknowledge and agree that Seller fails to deliver the Parking Approvals Notice pursuant to Section 14.2 hereof, Excel 2002 Sponsorship Revenues shall not be obligated to pay the Additional Purchase Price and shall have the right to retain the Commercial Pad for no additional consideration, and Seller shall have no further rights include all revenues generated from any agreements with respect to sponsorships for the Commercial Pad 2002 Summer Tour. The parties hereto also acknowledge and agree that in the event there are goods and services, in addition to or in lieu of cash payments received, from sponsors for the 2002 Tour Year, the 2002 Sponsorship Revenues shall include the value of any further requirements goods and services provided by such sponsors to obtain the Parking ApprovalsCompany or its Affiliates pursuant to their sponsorship agreements, as such value is set forth in good faith in such agreement so long as such value may be recorded as revenue by the Company under generally accepted accounting principles (the "Barter Value"). The Company shall use its commercially reasonable efforts to include the good faith valuation of any Barter Value in any applicable sponsor agreement. If, notwithstanding the previous sentence, there is Barter Value, but the amount of the Barter Value is not set forth in the applicable sponsorship agreement, the Barter Value shall be the reasonable fair market value thereof. In addition, to the extent that the Company receives sponsorship revenues during the 2002 fiscal year pursuant to a sponsorship agreement which relates to both the 2002 Summer Tour and other concert tours, then for purposes of calculating the 2002 Sponsorship Revenues, the parties agree to allocate such revenues between the 2002 Summer Tour and the concert tours as may be set forth reasonably and in good faith in such sponsorship agreement or if no such allocation is made, then to allocate a reasonable amount of such revenues to the 2002 Summer Tour.

Additional Purchase Price. During (a) If at the time period commencing on Closing, Seller delivers to SmarTalk or its designee appropriate assignments by Seller of Customer Contracts (and, to the extent reasonably requested by Buyer in good faith, acknowledgements by Customers of such assignments pursuant to the terms of the applicable Customer Contract), and/or consents, waivers or approvals with respect to the assignment of Customer Contracts (in each case the form and substance of such assignments, acknowledgements, consents, waivers or approvals to be reasonably satisfactory to SmarTalk and/or Buyer) such that at the Closing Date and terminating Seller assigns to Buyer Customer Contracts entered into by or on behalf of such number of the date that is ninety (90) Calendar Days thereafter customers of the Prepaid Phone Card Business listed on SCHEDULE 2.3 hereto (the “Commercial Pad Purchase Period”"Key Customers") which number represents Key Customers that contributed at least eighty-five percent (85%) of the gross revenue earned by the Prepaid Phone Card Business from all of such Key Customers during the period from and including January 1, 1997 through and including August 31, 1997 (calculated based upon the percentages of the gross revenue for such period set forth for each Key Customer on such SCHEDULE 2.3), Buyer then, as an addition to the Purchase Price, SmarTalk shall have the right to elect, in its sole discretion, by written notice delivered by Buyer deliver to Seller on at the Closing a certificate or before certificate representing that number of shares of Common Stock, no par value, of SmarTalk ("SmarTalk Stock") for which the expiration of the Commercial Pad Purchase Price aggregate Market Value (the “Commercial Pad Election Notice”), whether to retain or to as hereinafter defined) thereof is not retain that certain real property more particularly described on Exhibit “N” attached hereto and incorporated herein by reference (the “Commercial Pad”), for an additional purchase price in the amount of Six less than One Million Five Hundred Seventy-Five Thousand Dollars ($675,000.001,500,000), registered in such name or names and in such denominations as Seller shall have theretofore designated in writing to Buyer at least two (2) business days prior to the Closing Date. (b) For purposes of this Section 2.3, the “Additional Purchase Price”"Market Value" per share of SmarTalk Stock shall be deemed to be the average of the daily closing prices of SmarTalk Stock for the thirty (30) consecutive trading days ending on the third business day prior to the Closing Date (or if such business day is not also a trading day, ending on the last trading day prior to such business day). The closing price for each day shall be the closing price, if reported, on the NASDAQ Stock Market, or, if the closing price is not reported, the average of the closing bid and asked prices as reported by the National Association of Securities Dealers Automated Quotation System (NASDAQ). In the event that Buyer fails to timely deliver (but only if) such closing prices are unavailable, the Election Notice to Seller, then Buyer Market Value of SmarTalk Stock shall be deemed to have elected not to retain the Commercial Pad pursuant to this Section 14.1 hereof. In the event that Buyer timely delivers the Election Notice to Seller indicating Buyer’s election to retain the Commercial Pad, then Buyer shall be obligated to deliver the Additional Purchase Price to Seller within ten (10) Business Days of Buyer’s receipt determined in good faith by mutual agreement of the Parking Approvals Notice. In the event that Seller fails to deliver the Parking Approvals Notice pursuant to Section 14.2 hereof, Excel shall not be obligated to pay the Additional Purchase Price and shall have the right to retain the Commercial Pad for no additional consideration, and Seller shall have no further rights with respect to the Commercial Pad or any further requirements to obtain the Parking Approvalsparties hereto.

Additional Purchase Price. During any period that SOLVAY continues to supply JDS’s requirements of Product from a SOLVAY facility pursuant to the time period commencing on the Closing Date and terminating on the date that is ninety (90) Calendar Days thereafter (the “Commercial Pad Purchase Period”)terms hereof, Buyer shall have the right JDS agrees to electpay SOLVAY, in its sole discretion, by written notice delivered by Buyer to Seller on or before the expiration of the Commercial Pad Purchase Price (the “Commercial Pad Election Notice”), whether to retain or to not retain that certain real property more particularly described on Exhibit “N” attached hereto and incorporated herein by reference (the “Commercial Pad”), for an as additional purchase price in the amount of Six Hundred Seventy-Five Thousand Dollars ($675,000.00) (the “Additional Purchase Price”). In , an amount equal to ***, payable in accordance with, and subject to the event that Buyer fails to timely deliver the Election Notice to Seller, then Buyer shall be deemed to have elected not to retain the Commercial Pad pursuant to this Section 14.1 hereof. In the event that Buyer timely delivers the Election Notice to Seller indicating Buyer’s election to retain the Commercial Pad, then Buyer shall be obligated to deliver the following terms and conditions: (i) Additional Purchase Price to Seller within ten shall only be payable in respect of a Sales Year if, during such Sales Year, ***. (10ii) Business Days of Buyer’s receipt of the Parking Approvals Notice. In the event that Seller fails to deliver the Parking Approvals Notice pursuant to Section 14.2 hereof, Excel shall not be obligated to pay the Additional Purchase Price due shall be payable within 60 days of the end of the Sales Year to which such payment relates. Each payment of Additional Purchase Price will be accompanied by a statement which sets forth the calculation of Additional Purchase Price with reasonable specificity. JDS shall maintain accurate books and records reflecting Net Sales, which books and records shall be available for inspection and audit by SOLVAY no more than once per Sales Year solely to the extent necessary, and for purposes of, verifying the amount of Additional Purchase Price payable hereunder. The cost of any such inspection and audit shall be for the account of SOLVAY; provided that if any such audit reveals an underpayment of Additional Purchase Price for any Sales Year of 5% of more, JDS shall be responsible for the reasonable costs of such audit together with correcting the payment shortfall. (iii) For purposes of this Section, “Net Sales” shall mean the amount invoiced by JDS, its Affiliates or licensees for Product in the Territory to third parties, less deductions for returns (including withdrawals and recalls), allowance for doubtful accounts, rebates (price reductions, including Medicaid and similar types of discounts or rebates, e.g., chargebacks and administrative fees charged by third parties directly related to Product sales), volume and cash discounts earned, and sales, use, excise and other taxes incurred directly in connection with the sales of Product. Sales and deductions from sales shall be recognized and accrued in accordance with generally accepted accounting principles. Net Sales shall be determined on the basis of the Product alone and shall have the right to retain the Commercial Pad for no additional consideration, and Seller shall have no further rights with respect not reflect discounts or price concessions attributable to the Commercial Pad or purchase of any further requirements to obtain the Parking Approvalsother JDS product.