Other Purchase Price Adjustments. (a) As used herein, the following terms have the meanings assigned:
Other Purchase Price Adjustments. In addition to the annual Purchase Price adjustment referred to in Section 7.2 above, the Purchase Prices may also be adjusted (either up or down) upon the mutual consent of the Parties upon the occurrence of one of the following events:
7.3.1 Changes in Specifications are required by TRANSMEDICS or an applicable Regulatory Agency;
7.3.2 Changes to the Manufacturing Process or equipment are required by TRANSMEDICS or an applicable Regulatory Agency;
7.3.3 Changes to the control or monitoring procedures are required by TRANSMEDICS or an applicable Regulatory Agency; or
7.3.4 Sales quantities are significantly above or below the projected quantities as set forth in the forecasts pursuant to Section 5.1.
Other Purchase Price Adjustments. (a) In addition to the adjustments provided for in Section 2.4 and elsewhere in this Agreement, the Aggregate Purchase Price shall be subject to adjustment as follows:
(i) The Aggregate Purchase Price will be decreased by the greater of (A) an amount equal to ninety percent (90%) of the sum of the Estimated Project Distributions for all of the Projects (other than any Projects in respect of which there has occurred a Project Partial Termination Event) for the period from (and including) January 2004 and ending at the conclusion of the month immediately prior to the month in which the Closing Date falls, and (B) the aggregate of all (x) Distributions of money, financial obligations or tangible assets made, directly or indirectly, on or after January 1, 2004 and ending on the Closing Date, plus (y) if and only if such Distributions are less than the percentage of Estimated Project Distributions specified in clause (A) above, such additional Distributions (but only, together with actual Distributions, up to such percentage) included in such Estimated Project Distributions for the months in question that EME demonstrates to Purchaser's reasonable satisfaction have been temporarily delayed and will be paid within three (3) months following the Closing Date, provided that for purposes of this Section 2.5(a)(i), Distributions shall be limited to those made (including those temporarily delayed) by (1) any of the entities identified on Schedule 2.5 (each a "Project Operating Company"), to (2) EME or a Subsidiary of EME that is not a Project Operating Company, and provided further that there shall be excluded (I) any Distribution in respect of which substantially concurrently there is repaid to the Project Operating Company, by set-off or otherwise, an advance of money previously made by the Project Operating Company and any interest thereon (including the Distribution of any receivable arising from such an advance), provided that this exclusion (I) shall only apply to the extent the amount repaid is equal to the amount of such Distribution, and (II) any Distribution within clause (ii), (iii) or (v) of the definition of Permitted Transfers, it being understood that for purposes of making calculations under this Section 2.5(a)(i), the amount of any Distribution shall be reduced by withholding Taxes, if any, imposed upon the payment or receipt thereof;
(ii) The Aggregate Purchase Price will be increased by the 2004 general and administrative overhead expenses set fort...
Other Purchase Price Adjustments. In the event the parties to the -------------------------------- Stock Purchase Agreement enter into any side letter agreements or other arrangements ("Side Letters") regarding the final determination of the "Purchase ------------ Price" under the Stock Purchase Agreement, the Buyers and Seller shall enter into substantively similar Side Letters. The parties acknowledge and agree that, for purposes of any such Side Letters between Buyers and Seller, any adjustments to the "Purchase Price" under the Stock Purchase Agreement shall be allocated to the Acquired Property(ies) to which such adjustments relate.
Other Purchase Price Adjustments. In addition to the adjustments contemplated by Section 3.4, Section 3.5 and Section 3.6, the PB1 Purchase Price, the PB2 Purchase Price, the PB3 Purchase Price and the PB4 Purchase Price shall be adjusted in accordance with Section 3.8 and as contemplated by other provisions of this Agreement or any Ancillary Agreement, including Section 6.7(k), Section 6.7(k)(ii), Section 6.19(f), Section 6.22, Section 6.24(d), Section 6.24(e), Section 6.25(d), Section 6.25(e), Section 6.26(d), Section 6.26(e), Section 6.27(d), Section 6.27(e), Section 6.28(d), Section 6.28(e) and (for tax purposes) Section 9.13. Outstanding amounts payable between the Parties pursuant to Section 6.2 shall be netted and added to, if a Purchaser is the net payor, or debited from, if Seller is the net payor, the PB1 Purchase Price, the PB2 Purchase Price, the PB3 Purchase Price or the PB4 Purchase Price, as applicable, at the Closing.
Other Purchase Price Adjustments. (a) Following the Closing, Seller and Buyer shall give appropriate written notice to Seller's account debtors that payment of the Receivables is to be remitted to Buyer. Seller authorizes Buyer to endorse checks payable to Seller for purpose of collection of Receivables. Following the Closing, the Seller shall promptly deliver to Buyer any checks it receives in payment of the Receivables. Notwithstanding any provision of this Agreement to the contrary, the Seller agrees to purchase from the Buyer at the face amount thereof those Receivables which remain uncollected ninety (90) days after the Closing Date and which are payable by the current or former members of the Seller; provided, however, in no event shall the Seller be required to pay to the Buyer with respect to any account receivable from a current or former member of the Seller which exceeds the amount of the Cash Portion which the Seller estimates in good faith that it will distribute to such member following the consummation of the transactions contemplated hereby. It is the intent of the parties hereto that in accordance with the Seller's Bylaws, the Seller will offset such repurchased Receivables owed by the current or former members of Seller against the amounts payable by the Seller to each such members as a result of the consummation of the transactions contemplated hereby or otherwise. To facilitate the implementation of the provisions contained in this section, the Buyer agrees that as funds are received on or after the Closing Date by the Buyer from the current or former members of the Seller, such funds shall be applied to the oldest Receivables first unless otherwise designated by the members paying the same.
(b) As soon as reasonably practicable following the Closing Date, the Seller shall prepare and cause the Accounting Firm to compile a consolidated balance sheet of the Seller and the Subsidiary as of the close of business on the day prior to the Closing Date (the "Closing Date Balance Sheet"). Such Closing Date Balance Sheet shall be prepared in accordance with GAAP and the assets and liabilities will be presented as though the transaction contemplated herein had not yet occurred. In connection with the preparation of the Closing Date Balance Sheet, the Seller's inventory shall be valued in a manner consistent with the valuation of the Seller's inventory in connection with the preparation of the Financial Statements. Buyer agrees to cooperate fully with Seller and the Accounting Fir...
Other Purchase Price Adjustments. Seller shall reimburse the appropriate Buyer Tax Indemnitee for any Losses which are the responsibility of Seller pursuant to this Section 7.3(a) within five (5) Business Days after the payment of such Taxes by the Buyer Tax Indemnitee; provided, however, that in the case of any such Losses attributable to Taxes shown on any Tax Return described in Section 7.1 (b) or Section 7.1(c), Seller shall reimburse the appropriate Tax Indemnitee for such Taxes prior to the due date for the filing of such Tax Return.
Other Purchase Price Adjustments. Certain post-Closing Purchase Price adjustments are set forth on Schedule 8.
Other Purchase Price Adjustments. In addition to the adjustments contemplated by Section 3.5 and Section 3.6, the Purchase Price shall be adjusted in accordance with Section 3.8 and as contemplated by other provisions of this Agreement or any Ancillary Agreement, including Section 6.7, Section 6.8(c)(ii), Section 6.8(c)(iii), Section 6.22, and Section 9.7 (for tax purposes). Outstanding amounts payable between the Parties pursuant to Section 6.2 or otherwise by Seller or any Affiliate thereof to Purchaser or by Purchaser to Seller under this Agreement or any Ancillary Agreement shall be netted and added, if Purchaser is the net payor, or debited, if Seller is the net payor, to the Purchase Price at the Closing.
Other Purchase Price Adjustments
