Applicable Purchase Price Sample Clauses

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Applicable Purchase Price. Within forty-five (45) days after the end of each calendar month, if the Applicable Purchase Price for each Future Blood Screening Assay sold by Chiron, its Affiliates, or the Major Distributor during such calendar month is greater than the Transfer Price for such Future Blood Screening Assay previously paid by Chiron or its Affiliates to Gen-Probe, then Chiron shall pay the difference to Gen-Probe. If the Applicable Purchase Price for a Future Blood Screening Assay sold by Chiron, its Affiliates, or the Major Distributor during such calendar month is less than the Transfer Price for such Future Blood Screening Assay previously paid by Chiron or its Affiliates to Gen-Probe, then Gen-Probe shall pay the difference to Chiron.
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Applicable Purchase Price. Within forty-five days after the end of each calendar month, if the Applicable Purchase Price for each Initial Blood Screening Assay sold by Chiron, its Affiliates, or the Major Distributor (other than sales pursuant to Sections 3.1.4(b) or 3.6) during such calendar month is greater than the Transfer Price for such Initial Blood Screening Assay previously paid by Chiron or its Affiliates to Gen-Probe, then Chiron shall pay the difference to Gen-Probe. If the Applicable Purchase Price for an Initial Blood Screening Assay sold by Chiron, its Affiliates, or the Major Distributor (other than sales pursuant to Sections 3.1.4(b) or 3.6) during such calendar month is less than the Transfer Price for such Initial Blood Screening Assay previously paid by Chiron, its Affiliates, or the Major Distributor to Gen-Probe, then Gen-Probe shall pay the difference to Chiron.
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Applicable Purchase Price. Within thirty (30) calendar days of such determination of the Fair Market Value of the Company, the Company’s accountants shall prepare a schedule setting forth the amounts that would be distributed to each of the Members on the assumption that the Company completes a sale of its assets for, and receives cash equal to, such Fair Market Value as of the date of the notice, pays all outstanding obligations and customary closing and transaction costs that would have been likely to have been incurred if the Company was sold for such Fair Market Value, dissolves and then distributes the remaining balance to the Members in accordance with the terms of this Agreement. The amount that would be so distributed to each such Member shall be the purchase price (the “Applicable Purchase Price”) for such Member’s Membership Interest under this Section.
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Applicable Purchase Price. As used in the Agreement, the "Applicable Purchase Price" applicable to the Ultrio Assay Product is as set forth in Section 1.2.1 of the Agreement. The parties acknowledge that the Ultrio Assay Product is a Future Blood Screening Assay which includes as a constituent element an assay for HCV (other than those sold pursuant to Sections 3.1.4(b) or 3.6 of the Agreement), for which the provisions of Section 1.2.1 of the Agreement describes the "Applicable Purchase Price", as determined from time to time during the term of the Agreement. Notwithstanding section 3.2.7(b) of the Agreement, the Applicable Purchase Price for the Ultrio Assay Product in the Territory will never be less than [...***...].
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Applicable Purchase Price. Within forty-five (45) days after the end of each calendar month, Chiron shall pay to Gen-Probe the Applicable Purchase Price for each Combo Clinical Diagnostic Assay sold by Chiron or its Affiliates during such calendar month is greater than the Transfer Price for such Combo Clinical Diagnostic Assay previously paid by Chiron or its Affiliates to Gen-Probe, then Chiron shall pay the difference to Gen-Probe. If the Applicable Purchase Price for the Combo Clinical Diagnostic Assay sold by Chiron or its Affiliates during such calendar month is less than the Transfer Price for such Combo Clinical Diagnostic Assay previously paid by Chiron or its Affiliates to Gen-Probe, then Gen-Probe shall pay the difference to Chiron.
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Applicable Purchase Price. Section 1.2.1 of the Agreement shall be and is hereby amended to read as follows: 1.2.1 With respect to each Initial Blood Screening Assay, and each Future Blood Screening Assay which includes as a constituent element an assay for HCV (other than those sold pursuant to Sections 3.1.4(b) or 3.6), and except as set forth in Section 1.2.2 below, an amount equal to Forty-five and Seventy-five one hundredths percent (45.75%) of Net Sales thereof.
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Applicable Purchase Price. Novartis shall pay to Gen-Probe the Applicable Purchase Price for each Blood Screening Assay sold by a Seller to a Third Party in a calendar month, less the Transfer Price actually paid to Gen-Probe for such Blood Screening Assay, within thirty (30) days after the end of each calendar month and concurrently with the written report required by Section 6.4.
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Applicable Purchase Price. As used in the Agreement, the "Applicable Purchase Price" applicable to the WNV Assay Product is as set forth in Section 1.2.3 of the Agreement. The parties acknowledge that the WNV Assay Product is a Future Blood Screening Assay which does not include as a constituent element an assay for HCV, for which the provisions of Section 1.2.3 of the Agreement describes the "Applicable Purchase Price", as determined from time to time during the term of the Agreement. Notwithstanding section 3.2.7(b) of the Agreement, the Applicable Purchase Price for the WNV Assay Product in the Territory will never be less than [...***...].
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Applicable Purchase Price. Notwithstanding anything to the contrary set forth in this Section 3.1.9(g), Section 1.3.3 of this Agreement (relating to the minimum Applicable Purchase Price) remains in full force and effect and the pricing contemplated by this Section 3.1.9(g) for the TRC shall at all times be subject to Section 1.3.3 of this Agreement. This Section 3.1.9 Grifols/Gen-Probe – Amendment #2 to Restatement
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Related to Applicable Purchase Price

  • Reasonable Purchase Price The consideration received by the Seller upon the sale of the Mortgage Loans under this Agreement constitutes fair consideration and reasonably equivalent value for the Mortgage Loans.

  • Base Purchase Price Buyer agrees to pay for the Assets the total sum of Thirty Million and No/100 Dollars ($30,000,000.00) (“Base Purchase Price”) to be paid by direct bank deposit or wire transfer in same day funds at the Closing, subject only to the price adjustments set forth in this Agreement.

  • Cash Purchase Price The term "Cash Purchase Price" shall have the meaning set forth in Section 2.3(a).

  • Aggregate Purchase Price The aggregate purchase price for the Notes (the “Aggregate Purchase Price”) shall equal the result of (x) divided by (y), where (x) equals the Aggregate Principal Amount and (y) equals 1.25. Each date upon which a Closing occurs is a “Closing Date”.

  • Additional Purchase Price Purchaser shall pay to the Sellers an additional amount determined as follows: (i) Purchaser shall pay the Sellers in cash an aggregate amount (collectively, the “Earnout Payment”) equal to (i) the product of (x) 0.75 (the “Multiplier”) multiplied by (y) the Forward EBITDA plus (ii) the positive difference, if any, resulting from (x) the Forward EBITDA minus (y) the TTM Adjusted EBITDA, provided that if the Forward EBITDA is less than the TTM Adjusted EBITDA by $350,000 or more, the Multiplier shall be reduced from 0.75 to 0.5 and provided, further, if the Forward EBITDA exceeds the TTM Adjusted EBITDA by more than $350,000, then the Multiplier shall be increased from 0.75 to 1.0. No later than 45 days after the end of the Earnout Period, the Purchaser shall provide the Sellers with a detailed written calculation together with all supporting documentation that the Sellers may reasonably request, including but not limited to billing invoices, employee time records and salary records and Purchase Orders, of the Forward EBITDA for the Earnout Period (“Purchaser’s Earnout Calculation”). (ii) The Purchaser’ Earnout Calculation shall be prepared in consultation with the Purchaser’s independent auditors. Subject to Section 11.6, Purchaser shall pay to Sellers an aggregate amount of cash equal to the Earnout Payment set forth on Purchaser’s Earnout Calculation within the later of (A) 60 days of the delivery of Purchaser’s Earnout Calculation or (B) the resolution of any dispute related thereto pursuant to this Section 2.3(b). (iii) If either Active Shareholder objects to Purchaser’s Earnout Calculation, he shall deliver a written notice to Purchaser to such effect no later than 5:00 p.m. Eastern Time on the tenth (10th) day following delivery of Purchaser’s Earnout Calculation (such notice, an “Earnout Disagreement Notice”) accompanied by (A) supporting documents, work papers, and other data setting forth in reasonable detail the basis for such Active Shareholder’s disagreement with Purchaser’s Earnout Calculation and (B) a certificate signed by such Active Shareholder certifying that the Earnout Disagreement Notice was delivered in accordance with this Section 2.3(b). Failure of the Active Shareholders to deliver a Disagreement Notice by such date and time shall be deemed to constitute final and conclusive acceptance of all parties hereto of the Earnout Payment set forth in Purchaser’s Earnout Calculation for purposes of this Agreement (iv) If an Active Shareholder timely provides an Earnout Disagreement Notice, the Purchaser and Active Shareholders shall attempt to resolve such disagreement in good faith through discussions and negotiations for a period of at least thirty (30) days. Following the expiration of such thirty (30) day period, either Purchaser or either Active Shareholder may submit the matter to a mutually-agreeable accounting firm as designated arbitrator, for final resolution. The amount of the Earnout Payment determined by such arbitrator shall be final and binding on all parties hereto. (v) In connection with the Earnout Payment, at the Closing, Purchaser shall issue an aggregate of 2,000 shares of Series G Preferred Stock of Purchaser (the “Preferred Stock”) with terms and conditions as set forth in a Certificate of Designation (the “Certificate of Designation”) substantially in the form of Exhibit B hereto (such shares of Preferred Stock, the “Earnout Shares”). Sellers agree that that, as and when Purchaser makes any payment required by this Section 2.3(b), a number of Earnout Shares equal to (A) the amount of such payment divided by (B) $1,000 (with any resulting fractional shares calculated to the nearest three decimal places) shall be automatically cancelled without further action. In the event of any such cancellation, Sellers agree to promptly return any certificate(s) representing Earnout Shares to be marked as “cancelled” (and if less than all Earnout Shares were cancelled, reissuance for the balance of the Earnout Shares that remain outstanding). If the Earnout Payment, as finally determined, is less than $2,000,000, any outstanding Working Capital Shares shall be cancelled upon such final determination. In the event of any redemption of Earnout Shares, the amount of the Earnout Payment owed by Purchaser pursuant to this Agreement shall be reduced by the amount of such redemption. In the event of any conversion of Earnout Shares into shares of Purchaser’s Common Stock, the amount of the Earnout Payment owed by Purchaser pursuant to this Agreement shall be reduced by the fair market value of the shares into which such Earnout Shares were converted (with the fair market value deemed to be as the lowest closing trading price for the thirty days following conversion).