Backlog Orders. All of Seller's backlog of orders for Products manufactured, fabricated or sold by Seller in the Business, which are listed in Schedule 2.1(e) hereto (collectively, the "Backlog Orders"). Copies of all Backlog Orders are included in the Scheduled Contracts delivered to Purchaser pursuant to Section 2.1(d) hereof.
Backlog Orders. All of Corporation to be Sold's backlog of orders for --------------- products manufactured or sold by Corporation to be Sold in the ordinary course of business prior to the Effective Time of Closing and, in each case, not invoiced or shipped or cancelled prior to the Effective Time of Closing (collectively, the "Backlog Orders").
Backlog Orders. All of Seller's and Xxxxxxx'x backlog of orders for Products which are accepted by Seller in the ordinary course of business prior to the Effective Time of Closing and not invoiced or shipped or canceled prior to the Effective Time of Closing (collectively, the "Backlog Orders").
Backlog Orders. All of Xxxxxx'x backlog of orders for services or products (the "Backlog Orders").
Backlog Orders. All Seller's backlog of orders for products manufactured or sold by Seller in the ordinary course of the Business, which are (i) accepted by
Backlog Orders. 4.30 Business ...................
Backlog Orders. All Seller's backlog of orders for products or services sold by Seller in the ordinary course of the Business, which are (i) accepted by Seller in the ordinary course of the Business prior to the Closing or (ii) listed in Schedule 1.1(p) and, in each case, not invoiced or shipped prior to the Closing.
Backlog Orders. 1.4.1 In addition to the Assets being transferred to CM under Section 1.1, the parties agree that on the Effective Date Carsen will assign to CM, and CM will assume from Carsen, all unfilled (not shipped and not billed) sales orders of Carsen with respect to the Product Lines as of July 31, 2006 (the “Backlog Orders”). At the Closing, the parties will mutually prepare a schedule listing any and all Backlog Orders.
1.4.2 In consideration for Carsen’s assignment of the Backlog Orders, CM will pay to Carsen a commission with respect to each Backlog Order in an amount (the “Backlog Commission”) equal to the product of (A) twenty percent (20%) and (B) the purchase price paid by the customer to CM related to such Backlog Order. On or before the fifteenth day of each month following the Closing, commencing September 15, 2006, CM shall deliver to Carsen a monthly status report of Backlog Orders for the prior month identifying the sales order, ship date, and payment date of the order. Such report shall be accompanied by a check for the Backlog Commission payable with respect to the month covered by the report.
1.4.3 In furtherance of CM’s assumption of the Backlog Orders, CM shall assume and be solely responsible for order fulfillment, billing, installation and in-service requirements with respect to the Backlog Orders. In addition, CM shall assume and pay when due the applicable sales commission owed to Carsen’s sales personnel (even if no longer employed by Carsen) with respect to the Backlog Orders, based on Carsen’s commission formula in effect as of July 31, 2006.
Backlog Orders. 2.6.1 The Assets being transferred to Olympus under Section 2.1 include all unfilled purchase orders with respect to the Acquired Businesses from Carsen’s customers as of July 31, 2006 (the “Backlog Orders”). As a point of reference and for informational purposes only, by no later than July 15, 2006, Carsen shall deliver to Olympus a schedule listing in reasonable detail an estimate of all unfilled purchase orders with respect to the Acquired Businesses as of June 30, 2006. At the Closing, Carsen shall deliver to Olympus a schedule listing in reasonable detail an estimate of all Backlog Orders (the “Preliminary Backlog Schedule”). Within fifteen (15) days following the Closing, Carsen shall deliver to Olympus a true, correct and complete final schedule of Backlog Orders (the “Final Backlog Schedule”).
2.6.2 The Additional Purchase Price payable by Olympus with respect to each Backlog Order shall be an amount (the “Backlog Purchase Price”) equal to the product of (A) twenty percent (20%) (i.e., Carsen’s annual operating income percentage during the twelve month period ended July 31, 2005) and (B) the purchase price paid by the customer related to such Backlog Order. The Backlog Purchase Price with respect to each assigned Backlog Order will be payable by Olympus to Carsen within fifteen (15) days following Olympus’s receipt of payment under the account receivable related to the particular Backlog Order. Olympus shall deliver to Carsen monthly status reports of Backlog Orders identifying the purchase order, ship date (anticipated or actual), and payment date (actual).
2.6.3 Olympus shall assume and be solely responsible for order fulfillment, installation and in-service requirements with respect to the Backlog Orders. In addition, Olympus shall assume and pay when due the applicable sales commission owed to Carsen’s sales personnel (whether or not they become Olympus employees) with respect to the Backlog Orders, based on Carsen’s commission formula in effect as of July 31, 2006 (which shall not exceed Carsen’s commission formula in effect on August 1, 2005 or the commission formula of Olympus offered to Covered Employees if adopted by Carsen in accordance with Section 1.2.6).
Backlog Orders. At the Closing, Carsen shall transfer and assign to Olympus, and Olympus shall assume and acquire from Carsen, all unfilled purchase orders from Carsen’s customers as of July 31, 2006 (the “Backlog Orders”). In consideration for such assignment, Olympus shall pay to Carsen a commission equal to (i) Carsen’s annual operating income percentage (as measured during the twelve month period ending July 31, 2005) of the purchase price payable by such customers under the Backlog Orders, plus (ii) the applicable sales commission owed to Carsen’s sales personnel with respect to the Backlog Orders, based on Carsen’s commission formula in effect as of July 31, 2006 (which shall not exceed Carsen’s commission formula in effect on August 1, 2005 or the commission formula of Olympus offered to Covered Employees if adopted by Carsen in accordance with Section 1.2.7). Such commission with respect to each assigned Backlog Order will be payable by Olympus to Carsen within fifteen (15) days following Olympus’s receipt of payment under the particular Backlog Order. Olympus shall assume and be solely responsible for order fulfillment, installation and in-service requirements with respect to the Backlog Orders. Olympus shall deliver to Carsen monthly status reports of Backlog Orders identifying the purchase order, ship date (anticipated or actual), and payment date (actual).
