PCAA Sample Clauses

PCAA. (A) The PCAA as of Closing to be calculated and specified in the Closing Statement shall be calculated based on the Basic Purchase Price (i.e. without the Earn-Out component) and shall be referred to herein as the “Closing Statement Calculated PCAA”. Within 30days after the Closing Statement is produced: (i) if the Closing Statement Calculated PCAA will be a positive number, Buyers shall pay the amount of the Closing Statement Calculated PCAA to Sellers’ Designated Account; or (ii) if the Closing Statement Calculated PCAA is a negative number, Sellers shall pay the amount of the Closing Statement Calculated PCAA to Buyers Account. Notwithstanding Section 2.5 (c) and other provisions of Section 2.5 (f), Buyers’ obligation to pay the Closing Statement Calculated PCAA herein shall not be greater than USD 2,000,000. (B) When the actual Earn-Out will be calculated as per section 2.5 (f)(i) above, Sellers and Buyers shall also calculate: (i) the amount of PCAA based on this actually known Earn-Out amount, meaning based on the Basic Purchase Price together with the Earn-Out component (the “2018 Calculated PCAA”), and (ii) the result of [the Closing Statement Calculated PCAA] minus [the 2018 Calculated PCAA]. The foregoing result calculated in item (ii) of this paragraph shall be referred to herein as the “PCAA Result”. If the PCAA Result will be a positive number, Sellers shall pay the amount of the PCAA Result to Buyers Account within ten (10) days as of the date of determination of the PCAA Result. If the PCAA Result is a negative number, Buyers shall pay the amount of the PCAA Result to Sellers' Designated Account, within such ten (10) days. If the Closing Statement Calculated PCAA is greater than USD 2,000,000, then the excess amount will be deducted accordingly from the amount of the trade receivables relating to the PCB Business to be transferred to Buyers (i.e. trade receivables of such excess amount shall be transferred back to Sellers), so that the 2018 Calculated PCAA shall exactly be USD 2,000,000. If the aforesaid mechanism of settling accounts through trade receivables will not suffice for handling the excess amount greater USD 2,000,000, Buyers will pay Sellers the difference. 22 (g)
Sample 1
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PCAA. (A) The PCAA as of Closing to be calculated and specified in the Closing Statement shall be calculated based on the Basic Purchase Price (i.e. without the Earn-Out component) and shall be referred to herein as the “Closing Statement Calculated PCAA”. Within 30days after the Closing Statement is produced: (i) if the Closing Statement Calculated PCAA will be a positive number, Buyers shall pay the amount of the Closing Statement Calculated PCAA to Sellers’ Designated Account; or (ii) if the Closing Statement Calculated PCAA is a negative number, Sellers shall pay the amount of the Closing Statement Calculated PCAA to Buyers Account. Notwithstanding Section 2.5 (c) and other provisions of Section 2.5 (f), Buyers’ obligation to pay the Closing Statement Calculated PCAA herein shall not be greater than USD 2,000,000.
Sample 1

Related to PCAA

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  • Construction Management Landlord or its Affiliate or agent shall supervise the Work, make disbursements required to be made to the contractor, and act as a liaison between the contractor and Tenant and coordinate the relationship between the Work, the Building and the Building’s Systems. In consideration for Landlord’s construction supervision services, Tenant shall pay to Landlord a construction supervision fee equal to three percent (3%) of Tenant’s Costs specified in Section 7.

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  • Member Management Except as otherwise expressly provided in this Agreement, the business and affairs of the LLC shall be managed and controlled by the Member, and the Member shall have full, exclusive and complete authority and discretion to make all the decisions affecting the business and affairs of the LLC, and to take all such actions as the Member deems necessary or appropriate to accomplish the purposes of the LLC; and any actions taken by the Member shall be binding on the LLC.

  • Transportation Management Tenant shall fully comply with all present or future programs intended to manage parking, transportation or traffic in and around the Building, and in connection therewith, Tenant shall take responsible action for the transportation planning and management of all employees located at the Premises by working directly with Landlord, any governmental transportation management organization or any other transportation-related committees or entities.

  • Change Management BellSouth provides a collaborative process for change management of the electronic interfaces through the Change Control Process (CCP). Guidelines for this process are set forth in the CCP document as amended from time to time during this Agreement. The CCP document may be accessed via the Internet at xxxx://xxx.xxxxxxxxxxxxxxx.xxxxxxxxx.xxx.

  • Public Utility Holding Company Neither the Company nor any Subsidiary is, or will be upon issuance and sale of the Securities and the use of the proceeds described herein, subject to regulation under the Public Utility Holding Company Act of 1935, as amended, the Federal Power Act, the Interstate Commerce Act or to any federal or state statute or regulation limiting its ability to issue and perform its obligations under any Transaction Agreement.

  • Conhecimento da Lingua O Contratado, pelo presente instrumento, declara expressamente que tem pleno conhecimento da língua inglesa e que leu, compreendeu e livremente aceitou e concordou com os termos e condições estabelecidas no Plano e no Acordo de Atribuição (“Agreement” xx xxxxxx).

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