Contingent Purchase Price Sample Clauses

Contingent Purchase Price. In addition to the Purchase Price and as additional consideration for the sale of the Company Assets from Seller to Purchaser, with respect to each quarterly period of 1999, if the former employees of Seller are responsible for Purchaser's execution of new agreements for medical transcription services ("New Agreements") that are estimated to generate revenues, in the aggregate over the next twelve month period (as determined by Purchaser in Purchaser's reasonable discretion), that are greater than or equal to the quarterly threshold applicable to such quarterly period set forth on EXHIBIT "C" (collectively, the "Targets," and separately, a "Target"), then Seller shall be entitled to receive such number of shares of AVRI Stock that has an aggregate Stated Value equal to the dollar amounts shown on such exhibit corresponding to such quarterly period (the "Contingent Purchase Price"). Within sixty (60) days after each of March 30, 1999, June 30, 1999, September 30, 1999 and December 31, 1999 (each being referred to separately as a "Reconciliation Date"), Purchaser shall calculate the estimated aggregate gross revenues to be generated over the next twelve month period from the New Agreements entered into during the quarterly period ending on the subject Reconciliation Date. Any Contingent Purchase Price earned hereunder shall be paid by Purchaser to Seller on or before February 28, 2000. In the event that for any particular quarterly period the estimated aggregate gross revenues to be generated over the next twelve month period from the New Agreements fails to meet the Target for such quarterly period, then no Contingent Purchase Price shall be earned by, or paid to, Seller with respect to such quarterly period, and such Contingent Purchase Price shall not be carried over to any subsequent quarterly period. Seller shall have the right to inspect Purchaser's books and records relating to the Business upon three (3) business days advance notice. Such inspection shall take place at the address for Purchaser set forth in Section 13.

Contingent Purchase Price. Subject to the provisions of this Section 2.7, Buyer shall pay Seller a cash amount equal to (a) the amount by which the Company 2012 EBITDA exceeds Seven Million Dollars ($7,000,000); provided that in no event shall the maximum amount payable by Buyer to Seller pursuant to this Section 2.7 exceed Two Million Dollars ($2,000,000) (such amount, as finally determined pursuant to this Section 2.7, being the “Contingent Price”). The Contingent Price shall be determined and paid in accordance with the following provisions of this Section 2.7: (a) The Company shall prepare the Company’s financial statements for the 2012 fiscal year ended December 31, 2012 (at the conclusion of such period consistent with past practice of the Company) in accordance with GAAP and Section 2.7(a) of the Disclosure Schedule. The Company shall have the Company’s 2012 financial statements audited by a certified public accounting firm selected by the Company. The Company shall use commercially reasonable efforts to have such audit completed and the resulting audit report delivered no later than April 30, 2013, and in any event, the Company shall cause such audit to be completed and the resulting audit report delivered no later than September 30, 2013. Within five (5) Business Days following its receipt of such audit report and related 2012 financial statements of the Company (the “Company 2012 Financial Statements”) and in any event no later than September 30, 2013, the Company shall deliver a copy of the Company 2012 Financial Statements to Buyer and Seller together with written notice, based on such financial statements, of the Company 2000 XXXXXX and calculation of the Contingent Price (such financial statements and written notice being the “Contingent Price Notice”). (b) Buyer and Seller shall have forty-five (45) days from the date of receipt of the Contingent Price Notice (the “Contingent Price Review Period”) to review the Company 2012 Financial Statements and the Company’s calculations of the Company 2012 EBITDA and the Contingent Price. During the Contingent Price Review Period, the Company shall provide Buyer, Seller and their Representatives with reasonable access to the relevant books and records of the Company (including work papers prepared by the Company’s in-house and outside accountants) relating to the preparation of the Company 2012 Financial Statements and to the Company’s relevant personnel as Buyer or Seller may reasonably request for the purpose of reviewing the C...

Contingent Purchase Price. As contingent consideration for the Shares, Purchaser will pay to Seller, as described below, a three-year cumulative earnout of up to an aggregate of $4,000,000 based on the achievement of specified targets (the “Targets”) of compounded annual growth rate in EBIT (“EBIT CAGR”) of Crosstex (calculated in accordance with Schedule 2.5.2(B)) as measured against the Baseline EBIT, but subject to the terms and conditions of this Section 2.5. The additional contingent consideration (the “Contingent Purchase Price”) shall be determined and payable as follows: 2.5.1. For the purpose of computing the Contingent Purchase Price due with respect to each of the twelve-month periods ending July 31, 2006 (the “First Target Year”), July 31, 2007 (the “Second Target Year”), and July 31, 2008 (the “Third Target Year”), Purchaser will make the computations set forth in Sections 2.5.2(A) and 2.5.2(B), comparing both of the computation methods therein (the “Computation Methods”). The Computation Method yielding the higher Contingent Purchase Price to Seller for the period in question shall be the Computation Method selected with respect to such period so as to maximize the Contingent Purchase Price over the three-year period ending July 31, 2008; provided, however, that except as provided in Section 2.5.2(A)(2), in no event shall the aggregate Contingent Purchase Price payable to Seller hereunder exceed $3,666,667, plus an additional $333,333 if the test under Section 2.5.2(A)(2) is satisfied.. For the First Target Year the Computation Method set forth in Section 2.5.2(A) is the only applicable method for determining the Contingent Purchase Price. 2.5.2. The Computation Methods are as follows:

Contingent Purchase Price. On the Final Settlement Date, the Buyer shall pay the Lessee Representative, on behalf of the Lessees, in accordance with the Waterfall, the Contingent Purchase Price. In the event the Buyer does not have sufficient Available Funds to pay the Contingent Purchase Price solely as a result of (i) Marketing Services Provider’s failure to timely pay to the Buyer the Device Net Sale Proceeds in accordance with the Support Services Agreement or in respect of Marketing Services Provider’s collection of Device Net Sale Proceeds occurring after the Final Settlement Date and/or (ii) Forward Purchaser’s failure to timely pay to the Buyer all amounts due and owing under the Forward Purchase Agreement (the “Insufficient Amount”), the Lessees hereby agree that the Contingent Purchase Price shall be reduced by the Insufficient Amount (so long as the Contingent Purchase Price shall not be less than zero after giving effect to such reduction) and the Buyer shall transfer any claim it has to the Insufficient Amount to the Lessee Representative and agrees to cooperate with Lessee Representative in connection with pursuing any claim for the Insufficient Amount as reasonably requested by Lessee Representative from time to time.

Contingent Purchase Price. (1) Tenant shall have the right to receive the Contingent Purchase Price by delivering the Conversion Notice to Company; provided that (i) the Tenant under the Lease at the Property shall have paid Percentage Rent on an annual basis for the prior calendar year, and (ii) at least one-half (1/2) of the increase in the Adjusted Net Operating Income from the Base Year to the Conversion year is attributable to an increase in Gross Operating Revenue (not including food and beverage operations and sale of merchandise), as reasonably determined by Company. The Contingent Purchase Price shall equal the Net Incremental Income Available for Contingent Purchase Price divided by the Conversion Date Capitalization Rate. (2) Within forty-five (45) days of the Conversion Date, Company shall deliver to Tenant the number of Owner's Units in Company that equals the Contingent Purchase Price divided by the per share common stock price of the Company on the Conversion Date.

Contingent Purchase Price. (i) Subject to the provisions of Section 1.03(b)(ii) of this Agreement, the Contingent Purchase Price, together with interest thereon calculated in accordance with Section 1.03(b)(v), shall become due and payable on the earliest of the following dates (the "Contingent Purchase Price Due Date") (no cure period being applicable to such date): (A) two (2) Business Days after March 1, 2010 (the "Third Anniversary"), unless *** on or prior to the Third Anniversary (in which case subject to Section 1.03(b)(iii) hereof, neither the Contingent Purchase Price nor any interest shall become due or payable); (B) two (2) Business Days after ***; (C) two (2) Business Days after the closing of the Sale of the Real Property or Business, but only in the event that the same occurs before ***, or (D) five (5) Business Days after the occurrence of a Change in Control of Parent, but only in the event that the same occurs before ***. In the event that Purchaser and Purchaser Affiliate fail to pay the then outstanding balance of the Contingent Purchase Price (including interest thereon) on any Contingent Purchase Price Due Date that arises from a Change in Control of Parent as described in clause (D) above, then Purchaser and Purchaser Affiliate shall pay (in addition to the Contingent Purchase Price and interest thereon) a late payment fee to the order of Shareholder Representative for the benefit and on behalf of the Shareholders and Partners in an amount equal to ten percent (10%) of the then outstanding balance of the Contingent Purchase Price and accrued interest thereon (the "Late Payment Fee"). (ii) Notwithstanding the foregoing or anything contained in this Agreement to the contrary other than the terms of Section 1.03(b)(iii) hereof and notwithstanding any payment or prepayment of the Contingent Purchase Price, in the event that *** prior to a Sale of the Real Property or Business, then the Contingent Purchase Price shall not (other than as provided in Section 1.03(b)(iii) hereof) become due or payable and Purchaser and Purchaser Affiliate shall not (other than as provided in Section 1.03(b)(iii) hereof) have any Liability or obligation to pay (and Parent shall have no obligation or Liability under Section 1.03(d) to guarantee payment of) the Contingent Purchase Price or any Late Payment Fee, and any amount of the Contingent Purchase Price that has been theretofore paid or prepaid, together with any and all interest that has been theretofore paid on any such Contingent ...

Contingent Purchase Price. Three Hundred Thousand Dollars ------------------------- ($300,000.00) of the Purchase Price comprising a portion of the Stock Consideration (the "Unissued Stock Consideration") shall be retained by the Buyer for a period of one hundred twenty (120) days (the "Claims Period"). The ------------- Unissued Stock Consideration shall be used to satisfy any Third Party Claim or Indemnification Demand made by or on behalf of Buyer under Article X, including without limitation: (A) any portion of Seller's Debt or (B) any claim, expense, loss, obligation, debt, demand, or liability of the Seller, whether fixed or contingent, existing or arising out of the Seller's business or operations before the Closing ("Pre-Closing Debt") that: (i) has not been paid prior to Closing or (ii) is not expressly set forth on Schedule 1.3 and expressly assumed by Buyer at Closing under this Agreement. The amount of the deduction to the Unissued Stock Consideration shall be calculated by valuing each share of the Unissued Share Consideration at the Per Share Price. In the event any Third Party Claim or Indemnification Demand arises within the Claims Period which is not resolved to the satisfaction of Buyer prior to the expiration of the Claims Period, the Unissued Stock Consideration shall be reduced in an amount sufficient to satisfy the Third Party Claim or Indemnification Demand and the Claims Period shall be extended with respect to that sum until such Third Party Claim or Indemnification Demand has been resolved to the satisfaction of Buyer, or becomes subject to a right of set off under Article X, in which case Buyer may satisfy such Third Party Claim or Indemnification Demand from the the Unissued Stock Consideration. Upon the expiration of the Claim Period as it may be extended under this Subsection 2.2(a), the Buyer shall deliver the amount remaining of the Unissued Stock Consideration in the Shares of EESI calculated at the Per Share Price, along with a list of all payments made on the Seller's behalf, if any.

Contingent Purchase Price. Within ten (10) Business Days of the occurrence of any Qualifying KPS Exit Event, the Buyer shall pay, or shall cause Parent to pay, to the Seller by wire transfer of immediately available funds, as additional consideration, if any, the Contingent Purchase Price.

Contingent Purchase Price. The Contingent Purchase Price means the sum of the Initial Contingent Purchase Price and the Second Contingent Purchase Price determined and paid as follows:

Contingent Purchase Price. As and when payments of principal and interest are made to AWC under those certain promissory notes (the "Brazilian Notes") due from the relevant customer in Brazil, UNOVA would cause such amounts to be promptly paid to Amtech. The amount of such payments, if, when and to the extent received by AWC, is referred to as the "Contingent Purchase Price." In the event that payments under the Brazilian Notes are not being made to AWC, at the option of Amtech, AWC would assign the Brazilian Notes to Amtech.