Certain Price Adjustments. In the event that, as a part of the due diligence reviews provided for in Section 6 above, Asserted Defects are raised by Buyer and Seller is unable (or unwilling) to cure such Asserted Defects prior to Closing, or in the event that Seller or Buyer has asserted a Title Benefit, or in the event that Seller has elected (pursuant to Section 14) to treat an Oil and Gas Property affected by a casualty loss as if it was Property affected by an Asserted Defect, then:
Certain Price Adjustments. (a) In the event that, as a part of the due diligence review provided for in Section 7.1 above, Asserted Defects are presented to Seller and Seller is unable (or unwilling) to cure such Asserted Defects, or in the event that Buyer has elected to treat an Oil and Gas Property affected by a casualty loss as if it was an Oil and Gas Property affected by an Asserted Defect (as provided in Section 7.4), then Buyer and Seller shall, with respect to each Oil and Gas Property affected by one or more Asserted Defects, attempt in good faith to agree upon an appropriate adjustment to the Purchase Price to account for such Asserted Defects. Notwithstanding the foregoing or anything herein to the contrary, Seller may elect to specify as an appropriate adjustment to the Purchase Price for a Defect of the type specified in Section 7.1(b)(ii), the ------------------ amount required to discharge the lien.
Certain Price Adjustments. If, as a part of the due diligence reviews provided for in Section 5.1 above, Asserted Defects are presented to Seller and Seller is unable (or unwilling) to cure such Asserted Defects prior to Closing, then
Certain Price Adjustments. If Nevro agrees to purchase from CCC or any of its Affiliates a minimum of [***] percent ([***]%) of its finished leads products in for a Contract Year, Nevro shall receive an additional [***] percent ([***]%) reduction in price for each IPG Model 2000 Product ordered in accordance with such Forecast. Additionally, if Nevro agrees to utilize CCC- or an CCC Affiliate-manufactured battery, feedthrough and enclosure Components in any Contract Year, Nevro shall receive at least a [***] dollar ($[***]) reduction in price for each IPG Model 2000 Product ordered in accordance with such Forecast. If Nevro agrees to utilize any one of the CCC- or CCC Affiliate-[***] in any Forecast, the parties will negotiate an applicable reduction in price for each IPG Model 2000 Product ordered in accordance with such Forecast. [***] Certain information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Exhibit B Specifications IPG Model 1500 Document Number Description [***] [***] [***] [***] IPG Model 2000 Document Number Description [***] [***] [***] [***] [***] Certain information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Exhibit C CCC Change Notice Form [Intentionally omitted.] [***] Certain information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Exhibit D Program Team List CCC: Name Phone Number E-mail Address Title/Responsibility [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] Nevro: Name Phone Number E-mail Address Title/Responsibility [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] Communication Counterparts: Topics CCC Representatives Nevro Representatives [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] Certain information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Exhibit E Approved Facility; Facilities Transfer Approved Facilit...
Certain Price Adjustments. 3.3.1 On the Closing Date, Seller shall deliver to Purchaser a Closing Balance Sheet and a certificate setting forth the Closing Date Net Working Capital, which shall in no event be less than $750,000.00.
Certain Price Adjustments. If Nevro agrees to purchase from CCC or any of its Affiliates a minimum of [***] percent ([***]%) of its finished leads products in a Contract Year, Nevro shall receive an additional [***] percent ([***]%) reduction in price for each IPG Model 2000 Product and IPG 2500 Product ordered in accordance with such Forecast. APPENDIX II Exhibit B Specifications Omitted pursuant to Regulation S-K, Item 601(a)(5). “[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed.” APPENDIX III Exhibit F Xxxx of Materials Omitted pursuant to Regulation S-K, Item 601(a)(5). APPENDIX IV
Certain Price Adjustments. The Purchase Price shall be adjusted by the amount, if any, by which the Net Worth (as hereafter defined) of Seller, as of the Closing Date, as finally determined, is greater or less than the Net Worth of Seller as of June 30, 1998 (the "Reference Net Worth"). Further, the Seller's Estimated Tax Payment shall be adjusted by the amount, if any, by which the Seller's actual Tax liability relating to federal and state corporate income taxes and reflected on Seller's closing balance sheet for the period prior to and including the Closing Date (the "Actual Tax Amount") exceeds or is less than the Estimated Tax Payment.
Certain Price Adjustments. 21 Section 7.3. Waiver.................................................................................... 23
Certain Price Adjustments. (a) In the event that, as a part of the due diligence review provided for in SECTION 7.1 above, Asserted Defects are presented to Seller and Seller is unable (or unwilling) to cure such Asserted Defects to the reasonable satisfaction of Buyer prior to September 1, 1998, then Buyer and Seller shall, with respect to each Oil and Gas Property affected by one or more Defects, attempt to agree upon an appropriate adjustment to the Base Purchase Price to account for such Defects. Notwithstanding anything herein to the contrary, Buyer and Seller shall elect to specify as an appropriate adjustment to the Base Purchase Price (A) for a Defect of the type which is specified in SECTION 7.1(b)(i) or SECTION 7.1(b)(iv), and which relates to the NRI specified on EXHIBIT 7.1(b)(i), an amount equal to X multiplied by Y, where "X" is the amount specified on EXHIBIT 7.1(b)(i) for the Oil and Gas Property to which such Defect relates, and where "Y" is the proportionate reduction in NRI (e.g., the amount by which the share of production to which Seller is actually entitled is less than the NRI specified for such Oil and Gas Property on EXHIBIT 7.1(b)(i), divided by such NRI specified on EXHIBIT 7.1(b)(i)), (B) for a Defect of the type specified in SECTION 7.1(b)(ii), the amount required to discharge such lien, or (C) for a Defect of the type specified in SECTION 7.1(b)(v), the amount represented by the loss of volumes required to discharge such overproduced position, which amounts shall be the discounted present value of the volumes required to discharge such obligation, determined by using a 10% discount rate and assuming the same would be discharged as promptly as possible (under the terms of applicable agreements) after the Closing Date assuming production occurs at the same rate as projected in projections of production furnished by Buyer as (and represented by Buyer to be) its projections used in making its decision to purchase (and valuing such production using prices for production utilized in such projections).
Certain Price Adjustments. 36 5.3 Casualty Loss and Condemnation.............................................38
