CONTINGENT ADDITIONAL PURCHASE PRICE Sample Clauses

CONTINGENT ADDITIONAL PURCHASE PRICE. (i) Subsequent to Closing and in accordance with this Section 1.4(d), Seller shall have the right to receive, and Buyer shall pay as to the Seller, contingent additional Purchase Price up to a maximum of Eight Million Dollars ($8,000,000) (the “Contingent Payment”) together with interest thereon pursuant to Exhibit 1.4(d)(i) attached hereto. Buyer agrees that during the Contingent Payment Period (as defined in Exhibit 1.4(d)(i)) it will not take any action or refrain from taking any action in the S3 Business, a purpose of which is to prevent or reduce any Contingent Payments or Seller from earning the Maximum Contingent Payment Amount (as defined in Exhibit 1.4(d)(i)). (ii) The Contingent Payment Statement (defined in Exhibit 1.4(d)(i)) shall be subject to review and verification by the Seller. Buyer shall permit the Seller and its representatives to have reasonable access (upon Seller’s execution and delivery of Buyer’s accountant’s standard waiver/access letter, if required) to the data and information on which such Contingent Payment Statement was prepared and to Buyer’s employees and representatives who assisted in its preparation to the extent necessary to verify such information. The Seller shall be deemed to have accepted as final the Contingent Payment Statement unless, within thirty (30) days after the date of delivery of the Contingent Payment Statement to Seller, the Seller gives written notice of objection to Buyer to any item thereon, which objection shall specify in reasonable detail the basis for such objection, in which case Buyer and Seller shall attempt in good faith to resolve such dispute as promptly as possible. If a final resolution thereof is not obtained within thirty (30) days after the date of delivery of Seller’s objection to Buyer the parties will engage Cxxxx & Company (the “Independent Auditor”), who shall resolve any remaining differences concerning such calculations. The Independent Auditor’s resolution shall be final and binding on the parties. The fees and expenses of the Independent Auditor shall be borne by Buyer if its calculation of the aggregate Contingent Payments was incorrect by more than two percent (2%) and otherwise such fees and expenses shall be borne by the Seller. (iii) Buyer shall pay Seller any unpaid portion of the Contingent Payment determined to be due to Seller (and in the event that the determination is that Buyer has overpaid Seller, Seller shall reimburse Buyer) not later than five (5) business days...
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CONTINGENT ADDITIONAL PURCHASE PRICE. (a) In addition to the consideration payable pursuant to Section 2.1(b)(i) and 2.1 (b)(ii) above, Buyer would pay to Seller additional consideration in the form of Parent Stock (subject to clause (b) below) for the Assets if the operations arising out of the acquired Assets (collectively, with the assets to be acquired pursuant to Section 2.3(c) below, the "Facility") generate the specified amount of earnings before taxes ("Pre-Tax Earnings") (as defined below), as follows: (i) if the Pre-Tax Earnings from the operation of the Facility exceeds $335,000 for either the 1998 or the 1999 fiscal year, but not both, Buyer shall deliver to Seller that number of shares of Parent Stock, which shall have an aggregate value of $375,000 (rounded to the nearest whole share with any resulting fractional shares paid in cash) determined by using the closing price of the Parent Stock, as reported in THE WALL STREET JOURNAL, on the last trading day of applicable calendar year, 1998 or 1999, in which the Pre-Tax Earnings required by this subclause (i) were first achieved; and (ii) if the Pre-Tax earnings from the operation of the Assets exceeds $405,000 for the 1999 fiscal year or the 2000 fiscal year, Buyer shall deliver to Seller that number of shares of Parent Stock, which shall have an aggregate value of $375,000 (rounded to the nearest whole share with any resulting fractional shares paid in cash) determined by using the closing price of the Parent Stock, as reported in THE WALL STREET JOURNAL, on the last trading day of applicable calendar year, 1999 or 2000, in which the Pre-Tax Earnings required by this subclause (ii) were first achieved; and (iii) notwithstanding the above and foregoing, the Seller shall not be entitled to more than one payment under either Section 2.3(a)(i) or (ii). Seller shall be entitled to the maximum compensation under this Section 2.3(a) (i.e. Parent Stock with an aggregate market value of $750,000 at the respective times of issuance) if, and only if, the conditions of both subclause (i) and (ii) of this Section 2.3(a) are satisfied in two separate years. (b) Pre-Tax Earnings will be calculated within 60 days after the end of the 1998, 1999 and 2000 fiscal years, respectively, and any payments owed to Seller shall be paid on the date that is 90 days after the end of the 1998, 1999 and 2000 fiscal years, respectively. (c) Buyer agrees to make capital expenditures of up to the amounts set forth on Schedule 2.3 attached hereto toward the purchas...
Sample 1
CONTINGENT ADDITIONAL PURCHASE PRICE. The parties acknowledge that, in determining the purchase price to be paid for the Limited Partnership Interests pursuant to this Agreement, the oil and gas interests held by the Partnership in the Bowdoin Field and attributable to the Limited Partnership Interests, 22.07% of the Bowdoin Field interests held or deemed controlled by Purchaser (the "Bowdoin Properties"), were initially valued at $4,500,000 but were reduced by $2,000,000 to reflect the exposure to liability attributed to such interests in connection with the lawsuit styled KN Gas Supply Services, Inc. v. American Production Partnership, Ltd. and Ninian Oil Finance Corp. (Civil Action No.95-B-291). In the event
Sample 1
CONTINGENT ADDITIONAL PURCHASE PRICE. In addition to the consideration payable pursuant to Section 2.1, Parent shall pay to Stockholders, each and any of the following if, as and when the events described below occur: (a) In the event that Company owns 100% of the Yarmouth Project (as hereinafter defined): (i) Company operates three units of equipment used for the purpose of reprocessing non-hazardous commercial waste which Company rents to third parties (the "Aunti-Hydro Project"). Parent will pay to Stockholders an aggregate additional consideration of $600,000 in immediately available funds if the EBITDA (as defined below) derived from the Aunti-Hydro Project is greater than $194,000 for any Payment Period (as defined below) within the period from January 1, 1998 to December 31, 2000 (ii) Parent will pay to Stockholders an aggregate additional consideration of $400,000 in immediately available funds if Company (or the venture to which Company is a party) completes construction of, and receives full and final permits and authorizations from any governmental or regulatory agency that has jurisdiction over, the non-hazardous waste processing facility located at Yarmouth, Massachusetts (the "Yarmouth Project") on or before December 31, 2001. (iii) Parent will pay to Stockholders an aggregate additional consideration in unrestricted Parent Stock for the combined EBITDA derived from the Aunti-Hydro Project and Company's portion of the Yarmouth Project as follows: (A) Parent Stock which shall have an aggregate Agreed Value (as defined below) of $750,000 if the EBITDA derived from the Yarmouth Project is greater than $504,000 for any Payment Period within the period from January 1, 1998 to December 31, 2001; and (B) the Parent Stock payable in (A) above plus Parent Stock which shall have an aggregate Agreed Value (as defined below) of $1,000,000 if the EBITDA derived from the Yarmouth Project is greater than $704,000 for any Payment Period within the period from January 1, 1998 to December 31, 2001. (b) In the event that Company owns 50% of the Yarmouth Project: (i) Company operates the Aunti-Hydro Project. Parent will pay to Stockholders an aggregate additional consideration of $600,000 in immediately available funds if the EBITDA derived from the Aunti-Hydro Project is greater than $194,000 for any Payment Period within the period from January 1, 1998 to December 31, 2000. (ii) Parent will pay to Stockholders an aggregate additional consideration of $300,000 in immediately available funds if Comp...
Sample 1
CONTINGENT ADDITIONAL PURCHASE PRICE. The parties acknowledge that, in accordance with its terms, the PRR License permitting Rainbow to sell certain products manufactured by Uni-Chains A/S which are covered by two existing Rexnord patents and the distributorship arrangement between Rainbow and Uni-Chains A/S (the "PRR Products") are not assignable by Rainbow to Buyer at Closing without the prior written consent of Rexnord and Uni-Chains. The parties further acknowledge and agree that, although such PRR License and distributorship arrangement are valuable assets of Rainbow, (a) the parties desire not to attempt to obtain assignment prior to Closing, and (b) Buyer desires to obtain the right to continue to sell the PRR Products after Closing. Therefor, Sellers agree to use reasonable commercial efforts to obtain either the assignment of the PRR License and distributorship arrangement from Rainbow to Buyer promptly following Closing, or a substantially similar new license and arrangement permitting Buyer to sell the PRR Products without an increase in cost. In the event that all of Rainbow's existing rights under such license and distributorship arrangement are assigned to Buyer, or a substantially similar new license and arrangement are created for Buyer's benefit, within four (4) months after Closing, Buyer shall promptly pay Sellers the additional amount set forth in SCHEDULE 6.10 (the "Contingent Purchase Price").
Sample 1

Related to CONTINGENT ADDITIONAL PURCHASE PRICE

  • Additional Purchase Price The purchase price for the Additional Shares (the "Additional Purchase Price") shall be an amount equal to (i) the difference between (1) the aggregate proceeds to Purchaser from the sale of the Optional Securities and (2) the aggregate cost to Purchaser, as notified by Purchaser to Seller at the Second Time of Delivery, of the Additional STRIPS, multiplied by (ii) a fraction, the numerator of which is the Firm Share Base Amount and the denominator of which is the number of Firm Securities.

  • Total Purchase Price (High Bid + Buyer’s Premium) $

  • Post-Closing Purchase Price Adjustment 1.9.1 Within ninety (90) days following the Closing Date, Seller shall prepare, or cause to be prepared, and deliver to Purchaser a statement (the “Closing Net Working Capital Statement”) which shall set forth the Net Working Capital of the Newsprint Business and of Apache as of the Closing Time (which shall be set forth separately for each of the Newsprint Business and Apache, but as aggregated shall be referred to as the “Closing Net Working Capital”) and shall be prepared in accordance with Seller’s past accounting methods, policies, practices and procedures and in the same manner, with consistent classification and estimation methodology, as the Financial Statements were prepared, except that the Excluded Assets and the Newsprint Retained Obligations shall be excluded. The Closing Net Working Capital Statement may not be amended by Seller after it is delivered to Purchaser. 1.9.2 Purchaser shall, within thirty (30) days after the delivery of the Closing Net Working Capital Statement to it, complete its review of the Closing Net Working Capital reflected on the Closing Net Working Capital Statement. If Purchaser wishes to dispute the Closing Net Working Capital, Purchaser shall notify Seller in writing in reasonable detail of such disagreement and any reason therefore (“Purchaser’s Objection”), setting forth a specific description of the basis of Purchaser’s Objection and the adjustments to the Closing Net Working Capital that Purchaser believes should be made, on or before the last day of such thirty (30) day period, which Purchaser’s Objection may not be amended by Purchaser after it is delivered to Seller (except to withdraw any such Purchaser’s Objection). Any items on the Closing Net Working Capital Statements not disputed in Purchaser’s Objection shall be irrevocably deemed to be accepted by Purchaser. Seller shall then have thirty (30) days to review and respond to Purchaser’s Objection. If Seller and Purchaser are unable to resolve all of their disagreements with respect to the determination of the foregoing items within thirty (30) days following Seller’s receipt of Purchaser’s Objection (the “Negotiation Period”), they shall refer their remaining differences to a mutually agreeable independent accounting firm of national recognition (other than an independent accounting firm utilized by any of Seller, Apache or Purchaser or any Affiliate of any of the foregoing within the past three (3) years) acceptable to both Seller and Purchaser or if Seller and Purchaser are unable to agree as to such third party accounting firm within ten (10) days after the conclusion of the Negotiation Period, either Seller or Purchaser may request that the Chairman of the American Arbitration Association (or the nominated representative of the Chairman) appoint a third party accounting firm meeting the aforementioned requirements to resolve the dispute (the accounting firm selected being referred to as the “CPA Firm”), who shall determine, only with respect to the remaining differences so submitted, whether and to what extent, if any, the Closing Net Working Capital requires adjustment. The procedure and schedule under which any dispute shall be submitted to the CPA Firm shall be as follows: (a) Within ten (10) days after the later of (i) the end of the Negotiation Period and (ii) the selection of the CPA Firm, Purchaser shall submit any unresolved elements of the Purchaser’s Objection to the CPA Firm in writing (with a copy to Seller), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute a withdrawal by Purchaser of the Purchaser’s Objection with respect to any unresolved element to which such failure relates. (b) Within fifteen (15) days following Purchaser’s submission of the unresolved elements of the Purchaser’s Objection as specified in sub-clause (a) above, Seller shall submit its response to the CPA Firm in writing (with a copy to Purchaser), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute an acceptance by Seller with respect to any unresolved elements to which such failure relates. (c) The CPA Firm shall deliver its written determination to Purchaser and Seller no later than the thirtieth (30th) day after the remaining differences underlying Purchaser’s Objection are referred to the CPA Firm, or such longer period of time as the CPA Firm determines is necessary.

  • Closing Purchase Price Buyer shall have delivered the Closing Purchase Price in accordance with Section 2.5.

  • Initial Purchase Price (a) Prior to Closing, the Company shall prepare (and, if requested by Purchaser, in consultation with Purchaser), and at least four Business Days prior to the Closing Date, the Company shall deliver to Purchaser, a written statement (the “Closing Statement”) setting forth: (i) the Company’s good faith estimate and supporting calculations of (I) the Cash Amount (the “Estimated Cash Amount”), (II) the Net Working Capital (the “Estimated Net Working Capital”), (III) the Indebtedness Amount (the “Estimated Indebtedness Amount”) and (IV) the Transaction Expenses Amount (the “Estimated Transaction Expenses Amount”); (ii) payment instructions for the payment of the Closing Consideration; (iii) a list of and, as applicable, payment instructions for the payment of, each of the Transaction Expenses included in the Estimated Transaction Expenses Amount; and (iv) the calculation of the Initial Purchase Price and Closing Consideration derived therefrom. (b) During the preparation of the Closing Statement (if requested by Purchaser) and after the delivery of the Closing Statement, Purchaser and its Representatives shall have a reasonable opportunity to review and to discuss with the Company and its Representatives (a) the Company’s and its Subsidiaries’ working papers and the working papers of the Company’s independent accountants, if any, relating to the preparation of the Closing Statement and the calculation of the Estimated Cash Amount, Estimated Net Working Capital, Estimated Indebtedness Amount and Estimated Transaction Expenses Amount and (b) the relevant books and records of the Company and its Subsidiaries relating to the Cash Amount, the Net Working Capital, the Indebtedness Amount or the Transaction Expenses Amount; and the Company and its Representatives shall reasonably assist Purchaser and its representatives in their review of the Closing Statement and the preparation thereof and reasonably cooperate with respect thereto. In the event Purchaser notifies the Company in writing prior to the Closing that it disputes any amount set forth in the Closing Statement, Purchaser and the Company shall cooperate in good faith to resolve any such dispute as promptly as practicable prior to the Closing Date. If, prior to the Closing, Purchaser and the Company agree in writing to any component on the Closing Statement, then such components of the Closing Statement shall be modified as so agreed. The Closing shall not be delayed if Purchaser and the Company are unable, after any such cooperation, to agree on all of the components of the Closing Statement and, except as otherwise agreed to by Purchaser and the Company in writing, the parties shall use the Closing Statement as delivered by the Company for purposes of determining the Closing Consideration (without limiting any of the provisions of this Agreement, including Article II). (c) From 12:00 a.m. on the Closing Date and until the Closing, the Company shall not, and shall not permit any of its Subsidiaries to, make any dividend or distributions of Cash or incur any Indebtedness or Transaction Expenses (other than as a result of the Financing or as already fully reflected in the Closing Statement) or use any Cash to pay any Transaction Expenses or to repay any Indebtedness. If, as a result of a breach by the Company of any of its covenants contained in this Section 1.02(c), Cash, Transaction Expenses or Indebtedness shall have changed between 11:59 p.m. on the day immediately preceding the Closing Date and the time immediately preceding the Closing, then any such changes shall be included in the calculation of Cash Amount, Transaction Expenses Amount and/or Indebtedness Amount (as the case may be) for purposes of the Closing Statement. (d) For purposes of this Agreement,

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

  • Purchase Price Adjustment (a) Within 90 days following the Closing, the Buyer shall prepare and deliver, or cause to be prepared and delivered, to the Seller a statement (the “Closing Schedule”) setting forth: (i) the Buyer’s determination of the actual amounts of (A) the Adjustment Amount, including the Final Adjustment Amount Overage or the Final Adjustment Amount Underage (the “Final Adjustment Amount”), and (B) the Seller Indebtedness Amount, in each case as of 12:01 a.m. Eastern Time on the Closing Date without taking into account any of the transactions to be completed on the Closing Date in accordance with the terms of this Agreement; (ii) a calculation of any adjustments to the Closing Payment based on such calculations (the adjusted Closing Payment as a result of such calculation being the “Final Closing Payment”); and (iii) a calculation of the accounts receivable contained in the Preliminary Adjustment Amount that were not collected by Buyer within the thirty (30) days immediately following the Closing and the accounts receivable existing at the Closing but not taken into account in calculating the Adjustment Amount (the “Excluded AR”). (b) Within fifteen (15) days after delivery of the Closing Schedule, the Seller may deliver a notice to Buyer either: (i) concurring with the Closing Schedule (a “Notice of Concurrence”); or (ii) disagreeing therewith (a “Notice of Disagreement”). If the Seller delivers a Notice of Disagreement, then it shall be accompanied by the Seller’s proposed revisions to the Closing Schedule. If the Seller fails to deliver any notice within such 15-day period, the Seller shall be deemed to have delivered a Notice of Concurrence. (c) If a Notice of Concurrence is delivered or deemed delivered, and if the Final Closing Payment is less than the Closing Payment, the Buyer shall be entitled to payment out of the Royalty Consideration in the full amount of such shortfall. If a Notice of Concurrence is delivered or deemed delivered, and the Final Closing Payment is greater than the Closing Payment, Buyer shall pay to the Seller the full amount of such excess (with such payment being in shares of Buyer Common Stock priced at $1.50 per share) within thirty (30) days of the delivery of the Notice of Concurrence. (d) If a Notice of Disagreement is delivered, then the Seller and the Buyer shall, during the 15-day period following such delivery (the “Negotiation Period”), use commercially reasonable efforts to agree on the Final Adjustment Amount. If, during such period, the Seller and the Buyer are unable to reach agreement, they promptly shall engage a nationally recognized certified public accounting firm reasonably acceptable to each such party (the “Independent Auditor”) to resolve the disagreement, and any such resolution shall be final, conclusive and binding upon the parties hereto, absent fraud or manifest error. To the extent the Final Closing Payment as determined by the Independent Auditor is less than the Closing Payment, the Buyer shall be entitled to payment out of the Royalty Consideration in the full amount of such shortfall. To the extent the Final Closing Payment as determined by the Independent Auditor is more than the Closing Payment, the Buyer shall pay to the Seller the full amount of such excess (with such payment being in shares of Buyer Common Stock priced at $1.50 per share) within thirty (30) days of such resolution. (e) Each of the Seller and the Buyer shall pay fifty percent (50%) of the fees and expenses of the Independent Auditor.

  • Purchase Price Payment The total Purchase Price for the Property is the amount of the successful bid for the parcel at public auction.

  • Additional Purchases Stockholder agrees that any shares of capital stock of the Company that Stockholder purchases or with respect to which Stockholder otherwise acquires beneficial ownership after the execution of this Agreement and prior to the Expiration Date ("New Shares") shall be subject to the terms and conditions of this Agreement to the same extent as if they constituted Shares.

  • The Purchase Price If the sale of the Property is not subject to HST, Seller agrees to certify on or before (included in/in addition to) closing, that the sale of the Property is not subject to HST. Any HST on chattels, if applicable, is not included in the Purchase Price.

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