Net Cash Payout Clause Samples

Net Cash Payout. The Sellers shall, in addition to the Fixed Cash Consideration, be entitled to a pro rata share of a net cash payout (the “Net Cash Payout”), calculated as follows: the Net Cash Payout shall be equal to the aggregate amount, over and above $1.2 million of (A) the sum of (i) all cash and cash equivalents held by Bioceros on the Closing Date, (ii) all revenues expected to be generated by Bioceros from the date hereof and prior to December 31, 2015 pursuant to the definitive license agreements or signed term sheets between Bioceros on the one hand and company 1, company 2, company 9 and company 10 as disclosed in the Electronic Data Room on the other hand (“Revenues”), and (iii) all short-term trade receivables of Bioceros (less historical bad debt reserve, if applicable), minus (B) the sum of (i) all of Bioceros’ current liabilities, including any unpaid transaction expenses incurred by Bioceros prior to the Closing and any unpaid pre-Closing trade payables or other liabilities relating to Bioceros’ pre-Closing business operations, and (ii) the aggregate amount of any long-term debt of Bioceros, in each case of clauses (A) and (B) above as reflected on the agreed Net Cash Payout Statement delivered by the Sellers, and accepted by Epirus, in accordance with Section 6.4. For purposes of the amounts described in this Section 1.2, the conversion rate from Euros to U.S. dollars shall be the exchange rate as of the day prior to the Closing Date as reported in the Wall Street Journal. References to Bioceros in the Net Cash Payout Statement shall include “Bioceros and its subsidiaries, in the aggregate.” Bioceros shall deliver to Epirus as soon as possible prior to the Closing, a statement indicating the Net Cash Payout, taking into account the anticipated Revenues as if they had already been accrued on the Closing Date (the “Net Cash Payout Statement”), which shall be set forth as Schedule 1.2 attached hereto. The Net Cash Payout Statement shall be updated as of December 31, 2015 to reflect any additional payments that are made between the date hereof and prior to December 31, 2015 by company 1, company 2, company 9 and/or company 10 pursuant to definitive license agreements or signed term sheets in effect as of the date hereof. In the event that after the end of 2015 the Revenues turn out to be less than as set forth in the Net Cash Payout Statement as of the date hereof, other than as a result of Epirus or any of its Affiliates terminating or materially amending ...