Chlorhexidine Sample Clauses

Chlorhexidine. (a) The Principal Stockholders agree that in the event that: (i) revenue resulting from sales of the Company's chlorhexidine product ("CHX") in the state of Florida during the three month period beginning on October 1, 2006 and ending on December 31, 2006 (the "2006 CHX Period") is equal to or less than $32,101; and (ii) revenue resulting from the sales of CHX by the Company in the entire United States during the 2006 CHX Period is equal to or less than $341,705, then the amount that is equal to the percentage decrease from $32,101 to the revenue resulting from the sales of CHX by the Company in the state of Florida during the 2006 CHX Period, multiplied by $167,467, shall be a "Loss" as defined in Section 9.02 hereof and the Principal Stockholders shall (after the resolution of any objection submitted during the Objection Period pursuant to Section 5.12(c) below) indemnify and hold the Parent harmless from such Loss in accordance with the provisions of Article IX, and subject to the limitations set forth in 9.04, and conditioned in any event on compliance by Parent and the Surviving Corporation of its covenants set forth in Section 5.12(b). For purposes of this Section 5.12 "revenue resulting from the sales of CHX" shall mean the total dollar amount that the Company recognized in its profit and loss account from the sale of CHX during the applicable period, calculated in accordance with the Company's past practice. (b) From and after the Closing until the expiration of the 2006 CHX Period, Parent and the Surviving Corporation will use their commercially reasonable efforts to promote the sale of CHX in Florida and to bring the sales levels of CHX in Florida to 2005 levels prior to the commencement of the 2006 CHX Period, in each case implementing methods and efforts not inferior to those implemented by the Company prior to the Closing. With respect to sales of CHX in the entire United States, Parent and the Surviving Corporation will promote sales of CHX consistent with the past practice of the Company prior to the Closing. Without limiting the generality of the foregoing, without the consent of the Principal Stockholders, Parent and the Surviving Corporation will not alter the selling price of CHX, make significant changes to the sales force responsible for selling CHX, or take any action that is reasonably likely to be detrimental to sales of CHX. (c) Within 30 days after the expiration of the 2006 CHX Period, Parent will provide the Principal Stockholde...
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