Contingent Purchase Price Payment. (a) The Earnout Amount shall be payable as specified below by wire transfer of immediately available funds to such account or accounts as Sellers shall specify. Payment of the Earnout Amount shall be subject to setoff and reduction for any claims that Company or its Affiliates may have against Sellers or their Affiliates, including any claims for indemnification under Article VII hereof. The Earnout Amount shall equal the product of (a) $1,000,000.00 multiplied by (b) 100% minus the "Target Income Percentage Deficiency," if any. The Target Income Percentage Deficiency shall be the percentage determined from the product of (a) 4 times (b) the positive difference, if any, of (i) 100% minus (ii) the "Pre-tax Income" divided by $1,250,000.00. The Pre-tax Income shall equal the Pre-tax Income of Sunrise achieved during the first full six months following the Effective Date (beginning December 1, 1999 and ending May 31, 2000). An example calculation is attached as Exhibit 1.05.
(b) For purposes of the foregoing, Pre-tax Income shall be determined based upon Sunrise's books and records in accordance with GAAP with (i) no allocation of corporate overhead expenses to Sunrise that exceed the cost of those same services (i.e. legal, accounting, services provided by Jerrx Xxxx) xxrrently being paid by Sunrise, and (ii) disregarding any amortization expenses associated with intangible assets resulting from the acquisition referenced herein. All direct expenses of Sunrise will be accrued to Sunrise (for example, all bonuses, COBRA benefits, salary and benefits, including salary and benefits to Hunt). Xnless otherwise agreed by Hunt, xxe calculation of Pre-Tax Income shall exclude (i) any charges for accounting services and Sunrise's collection consultant's charges which are currently designated on the operating statement as "accounting" in excess of the average of such charges for the six month period preceding the Effective Date, excluding those associated with this transaction; (ii) telephone, facsimile, electronic mail and similar communication expense and data processing expenses in excess of the average of such charges for the six month period preceding the Effective Date, unless such increases are necessary due to increased volume; and (iii) any compensation of additional personnel hired by Company or Sunrise without consent of Hunt, such consent not to be unreasonably withheld and unless such personnel are hired due to increased volume.
(c) Within 60 days after t...
Contingent Purchase Price Payment. On September 1, 2019 (the “Determination Date”), as long as Bayer has not terminated or materially adversely amended the Bayer License Agreement, Purchaser shall pay to Seller $1,000,000, for each Active Bayer-Related Program (as defined below) in existence as of the Determination Date. For these purposes, an “Active Bayer-Related Program” is defined as each of [*], [*], and [*] which as of the Determination Date is either:
(a) [*], or
(b) [*]. [*] as of the Determination Date is sufficient to satisfy the conditions in subsection (a) and/or (b) directly above. If [*] by the Determination Date, [*]shall be sufficient to satisfy the conditions in subsection (a) and/or (b) directly above. With respect to each of [*], [*] (and [*] if [*]), if Seller obtains information on or before the Determination Date that one or more of them have been terminated [*], then Seller will promptly notify Purchaser of such information and the Contingent Purchase Price will be adjusted proportionately. For purposes of clarity the maximum amount of payments under this Section 2.7 shall be $3,000,000. [*] = Certain confidential information contained in this document, marked by brackets, is omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed
Contingent Purchase Price Payment. The portion of the Contingent Purchase Price earned for FFY 1996 was payable on April 1, 1997 in the amount of $4,308,063.00 (the "Original Amount"). It is acknowledged by Sellers that the Original Amount has been paid by Foodbrands and received by Sellers. The parties acknowledge that Sellers could have elected to receive the Original Amount in Foodbrands Common Stock and Foodbrands desire to repurchase this right from Sellers and Sellers' desire to sell upon consummation of the Offer or the Merger (as those terms are defined in the Merger Agreement). To purchase this right to receive Foodbrands Common Stock for the FFY 1996 payment only, Foodbrands agrees that upon consummation of the Offer, an additional amount will be paid equal to $400,000.00 plus the product of (i) 328,233 (the number of shares of Foodbrands America common stock Sellers could have received on April 1, 1997) multiplied by (ii) the Share Price (as defined in the Merger Agreement) payable pursuant to the Merger Agreement less $13.125 (collectively, the "Additional Amount"). The parties also acknowledge that at the current Share Price, the Additional Amount would be $3,772,594.
Contingent Purchase Price Payment. The Purchaser shall, and shall cause, any Affiliate, licensee or sublicensee of Purchaser with respect to the Products to pay to the Sellers, as a whole and as part of the Purchase Price under Section 2.2, contingent payments (each a “Contingent Purchase Price Payment”), as applicable equal to (a) ten percent (10%) of the aggregate Net Sales of the Products in the Territory, and (b) five percent (5%) of the aggregate Net Sales of any Derived Products in the Territory. The Contingent Purchase Price Payments shall be payable to the Sellers on the terms and conditions set forth in this Agreement and allocated by the Sellers among the Sellers as set forth in Schedule 2.2(a) of the Sellers’ Disclosure Schedule.
Contingent Purchase Price Payment. If prior to the cash repayment in full of the entire principal amount plus all accrued and unpaid interest under the 8% Senior Subordinated Note issued by Buyer to Seller in connection with the purchase and sale of the Computing Business under this Agreement, Buyer or Buyer's shareholders engages in a corporate transaction that has the effect of accelerating the repayment obligation under such 8% Senior Subordinated Note, then Buyer hereby agrees to pay Seller an additional amount equal to $1 million in cash at the time of, and as a part of, the closing of such corporate transaction. Notwithstanding the foregoing, if the Computing Business is sold by Buyer to a third party purchaser prior to March 30, 2004 and, in connection with such transaction, the 8% Senior Subordinated Note is satisfied and paid in full either (i) in cash or (ii) as may be agreed in writing by Seller in its sole and absolute discretion, in capital stock and/or debt securities of such third party purchaser, then the $1 million contingent purchase price payment under this Section 9 will not apply and will be extinguished.
Contingent Purchase Price Payment. 4 1.7 Deliveries......................................................6 ARTICLE 2
Contingent Purchase Price Payment. (a) Subject to the terms and conditions of this Agreement, if the Contingent Purchase Price Hurdle is met at any time during the Contingent Purchase Price Period, Buyer shall thereafter pay to Seller the Contingent Purchase Price Amount in accordance with Section 2.09(c). A Contingent Purchase Price Amount becoming payable shall be treated as an addition to the Purchase Price. For the avoidance of doubt, no Contingent Purchase Price Amount will be due or payable to Seller if the Contingent Purchase Price Hurdle is not met during the Contingent Purchase Price Period.
(b) On an annual basis during the Contingent Purchase Price Period (each such period, an “Interim Contingent Purchase Price Period”) and at Seller’s sole cost and expense, within sixty (60) days of each calendar year-end, Buyer shall prepare and deliver to Seller its determination in writing of the cumulative Contingent Purchase Price Amount, if any, due to Seller after deducting any Contingent Purchase Price Amounts that were previously remitted to the Seller in any prior Interim Contingent Purchase Price Periods (such amount, the “Estimated Interim Contingent Purchase Price Amount”). The written determination shall include reasonable detail with supporting documentation, the calculation shall be at Seller’s sole cost and expense and shall be, at Seller’s sole cost and expense, verified by an independent third-party accounting firm of regional or national standing mutually agreed by Buyer and Seller. If a Contingent Purchase Price Amount is due and payable to Seller for any Interim Contingent Purchase Price Period, then, within ten (10) Business Days of the delivery of Buyer’s calculation of the Estimated Interim Contingent Purchase Price Amount to Seller, Buyer shall pay, by wire transfer of immediately available funds, to Seller an amount equal to the Estimated Interim Contingent Purchase Price Amount.
(c) If, at any time during the Contingent Purchase Price Period (other than in connection with the expiration of the Contingent Purchase Price Period, which shall be governed by Section 2.09(d)), Buyer determines that previously paid Estimated Interim Contingent Purchase Price Amounts, in the aggregate, resulted in an (i) overpayment to Seller or (ii) underpayment to Seller, in each case, in respect of the Contingent Purchase Price Amount payable for all applicable Interim Contingent Purchase Price Periods, then, (x) in the case of clause (i), Seller shall promptly pay to Buyer, in immediately...
Contingent Purchase Price Payment. (a) The Earnout Amounts shall be payable as specified below by wire transfer of immediately available funds to such account or accounts as Sellers shall specify. Payment of the Earnout Amounts shall be subject to setoff and reduction for any claims that Buyer or its Affiliates may have against Sellers under the indemnification provisions of Article VIII hereof or arising after the date hereof and not under this Agreement.
Contingent Purchase Price Payment. (a) Not later than 30 days following the first through 11th Quarterly Measurement Periods, Purchaser shall deliver to Seller a Contingent Payment Statement for each such period.
(b) Not later than 30 days following the 12th Quarterly Measurement Period, Purchaser shall pay to Seller, by wire transfer of immediately available funds to the Seller Account, an aggregate amount equal to the First Contingent Payment (if any) and, without regard to whether the First Contingent Payment is payable, deliver to Seller a Contingent Payment Statement for such period.
(c) From and after the completion of the 12th Quarterly Measurement Period until the completion of the 60th Quarterly Measurement Period, not later than 30 days following each Quarterly Measurement Period, Purchaser shall pay to Seller, by wire transfer of immediately available funds to the Seller Account, an aggregate amount equal to the Quarterly Contingent Payment (if any) and, without regard to whether any Quarterly Contingent Payment is payable, deliver to Seller a Contingent Payment Statement for such period. Purchaser shall have the right to set-off the First Contingent Payment or any Quarterly Contingent Payment to the extent of any amounts agreed between the Parties, or otherwise determined by an Order or arbitration award, as being due to Purchaser or its Affiliates from Seller or its Affiliates under any Transaction Agreement; provided, however, that if Seller or any of its Affiliates, as applicable, is in a bankruptcy proceeding, such right to set-off shall apply without regard to the foregoing requirement that amounts are agreed or otherwise subject to an Order or arbitration award.
(d) For purposes of this Agreement, the following terms shall have the following meanings:
Contingent Purchase Price Payment. (a) As additional consideration for the purchase of the LLC Units, Boyd Xxxiana agrees to make the following payment (the "Contingent Purchase Price Payment") to the Company (subject to the conditions set forth below and the offset rights of Boyd Xxxiana under Section 12.4(b)(v)):
(i) If the Computed Amount equals or exceeds an aggregate of Two Hundred Ten Million and No/100 Dollars ($210,000,000.00) for the first thirty-six (36) months subsequent to the Closing Date beginning on the first day of the first such subsequent month ("Measurement Period"), then Boyd Xxxiana will pay the Company an aggregate amount equal to Five Million and No/100 Dollars ($5,000,000.00), as provided below.
(ii) If the Computed Amount for the Measurement Period is less than Two Hundred Ten Million and No/100 Dollars ($210,000,000.00), no Contingent Purchase Price Payment will be due or payable under this Agreement.
(b) Within sixty (60) days following the last day of the Measurement Period, Boyd Xxxiana shall prepare a statement setting forth the Computed Amount for the Measurement Period ("Buyer's Computed Amount") describing in reasonable detail how Buyer's Computed Amount was determined ("Buyer's Computed Amount Statement"). Within twenty (20) days following the delivery of Buyer's Computed Amount Statement, the Company may deliver to Boyd Xxxiana a written statement (the "Company's Computed Amount Statement") setting forth with reasonable specificity any disagreement with Buyer's Computed Amount Statement. During such twenty (20) day period, the Company shall be permitted to review the working papers of Boyd Xxxiana and its auditors relating to Buyer's Computed Amount Statement. If the
