FLIP FEE. In the event the Purchaser shall sell (a) to any single entity (including any affiliates) more than a 50% ownership interest in the Company, or (b) a majority of the assets of the Company or the Purchaser, in each case within 12 months of the Closing Date, then the Purchaser shall pay to the Seller, in addition to any payments to Seller as holder of Preferred Stock and prior to any distributions to any other person, the sum of (i) an amount equal to the difference between $3,000,000 and the aggregate Earn Out payments previously made to the Seller, and (ii) 5% of any proceeds received by the Purchaser above $3,000,000 (the sum of clauses (i) through (ii) shall be referred to as the "FLIP FEE"). Upon the payment of the Flip Fee to the Seller, any rights of Seller to receive any further Earn Out payments under Section 2.01 and Warrants under Section 2.03 shall automatically terminate.
FLIP FEE. “Flip Fee” as used in the Lease is defined in Section 10.1(c).
FLIP FEE. In the event that the Landlord sells the Premises, or any portion of its interest in the Premises, before the sixth (6th) anniversary of the Rent Commencement Date, Landlord shall pay Tenant fourteen percent (14%) of the Profit that inures to the benefit of Landlord or Landlord Parties (the “Flip Fee”). The Flip Fee is determined by multiplying the Profit by 0.14 (Profit × 0.14 = Flip Fee). The term “Profit”, as it is used in this Section 10.1(c), means, and is determined by calculating, the difference between the Sales Price for the Premises and Thirteen Million Two Hundred Fifty Thousand Dollars ($13,250,000) (Sales Price – $13,250,000 = Profit). The term “Sales Price”, as it is used in this Section 10.1(c), means the amount of consideration that receives from the purchaser of the Premises at the closing of the sale of the Premises. If the consideration paid by the purchaser includes an exchange of like kind real property as payment of all or a portion of the Sales Price, then the value of such real property for purposes of determining a total dollar amount of the Sales Price shall be the fair market value of such real property as determined by an appraisal prepared by an appraiser selected mutually by the Parties and licensed by the California Bureau of Real Estate Appraisers.
