Common use of Principal Amounts; Issuance Clause in Contracts

Principal Amounts; Issuance. The Contingent Note shall be due and payable in the applicable principal amount specified in or calculated pursuant to the Contingent Note and the Annexes to such Contingent Note (the "Appropriate Principal Amount") corresponding to a target range of Operating Earnings (as defined below) or Cumulative Operating Earnings (as defined below), as the case may be, specified in the Contingent Note and the Annexes thereto, with respect to each of the three (3) twelve month periods ending September 30, 1997 through September 30, 1999, if, and only if, (i) with respect to the twelve month period ending September 30, 1997, Operating Earnings for such year equal or exceed the specified minimum target amount of $750,000.00 (the "Year-1 Minimum Target") or, (ii) with respect to the 24 month period ending September 30, 1998 and the 36 month period ending September 30, 1999, Cumulative Operating Earnings for such periods equal or exceed $1,500,000.00 and $2,250,000.00, respectively (together with the Year-1 Minimum Target, as relevant to the applicable year, the "Minimum Targets"). For each of the periods for which Operating Earnings or Cumulative Operating Earnings, as the case may be, are less than the applicable Minimum Target, no principal payment(s) shall be required, due or made under the Contingent Note, with respect to that period, and any and all interest with respect thereto or accrued thereon, which otherwise would have become due or payable had the applicable Minimum Target been achieved for such period, shall be canceled and voided.

Principal Amounts; Issuance. The aggregate maximum principal amount of the Contingent Notes to be issued and delivered by the Purchaser to the Sellers pursuant to SECTION 1.1(B)(III) hereof at the Closing shall be FOURTEEN MILLION NINE HUNDRED SIXTY-SEVEN THOUSAND DOLLARS ($14,967,000.00). As additional purchase price consideration, at the Closing, the Purchaser shall deliver to each Seller a Contingent Note, due on December 31, 2002, in the maximum stated principal amount as set forth on SCHEDULE 1.2 hereof, which Contingent Notes shall be in the form of EXHIBIT 1.2 hereto. Each Contingent Note shall be due and payable in the applicable principal amount specified in or calculated pursuant to the such Contingent Note and the Annexes to such Contingent Note (the "Appropriate Principal AmountAPPROPRIATE PRINCIPAL AMOUNT") corresponding to a target range of Operating Earnings (as defined below) or Cumulative Operating Earnings (as defined below), as the case may be, specified in the such Contingent Note and the Annexes thereto, with respect to each of the three five (35) twelve twelve-month periods ending September 30, 1997 1998 through September 30, 19992002, if, and only if, (i) with respect to the twelve month period ending September 30, 19971998, Operating Earnings for such year equal or exceed the specified minimum target amount of $750,000.00 5,080,000.00 (the "Year-1 Minimum TargetYEAR-1 MINIMUM TARGET") or, (ii) with respect to each of the 24 month period ending September 30, 1998 and the 36 month period next four (4) periods ending September 30, 1999, 2000, 2001 and 2002, Cumulative Operating Earnings for such periods year equal or exceed $1,500,000.00 10,160,000.00, $15,240,000.00, $20,320,000.00 and $2,250,000.0025,400,000.00, respectively (together with the Year-1 Minimum Target, as relevant to the applicable year, the "Minimum TargetsMINIMUM TARGETS"). For each of the periods ending September 30, 1998 through 2002 for which Operating Earnings or Cumulative Operating Earnings, as the case may be, are less than the applicable Minimum Target, no principal payment(s) shall be required, due or made under the Contingent Notes, or under any Contingent Note, with respect to that periodyear, and any and all interest with respect thereto or accrued thereon, which otherwise would have become due or payable had the applicable Minimum Target been achieved for such periodyear, shall be canceled and voided. Notwithstanding anything to the contrary herein or in the Contingent Notes, the aggregate maximum principal amount due or payable under all the Contingent Notes shall not exceed $14,967,000.

Principal Amounts; Issuance. The aggregate maximum principal amount of the contingent notes to be issued and delivered at the Closing by the Purchaser to the Partners as additional purchase price consideration pursuant to SECTION 1.5(c) hereof shall be FIVE MILLION FIVE HUNDRED SIXTY THOUSAND DOLLARS ($5,560,000.00). At the Closing, the Purchaser shall deliver to the partners of the Seller individual contingent notes ("Partner Notes") containing the terms and conditions (other than principal amount) set forth in EXHIBIT 1.8 with the maximum aggregate principal amounts set forth on SCHEDULE 1.5 hereof. For purposes of this Agreement, the Partner Notes shall be referred to herein collectively as the Contingent Note. The Contingent Note shall be due and payable in the applicable principal payment amount specified in or calculated pursuant to the Contingent Note and the Annexes to such Contingent Note (the "Appropriate Principal AmountAPPLICABLE PAYMENT AMOUNT") corresponding to a target range of Operating Earnings (as defined below) or Cumulative Operating Earnings (as defined below), as the case may be, specified in the Contingent Note and the Annexes thereto, with respect to each of the three (3) twelve five twelve-month periods ending September 30on January 31, 1997 for the years 1999 through September 30, 19992003 (the "FIVE PERIODS"), if, and only if, (i) with respect to the twelve month period ending September 30January 31, 19971999, Operating Earnings for such year period equal or exceed the specified minimum target amount of $750,000.00 1,588,000 (the "Year-1 Minimum TargetYEAR-1 MINIMUM TARGET") or, (ii) with respect to the 24 month period ending September 30January 31, 1998 and 2000, the 36 month period ending September 30January 31, 19992001, the 48 month period ending January 31, 2002 and the 60 month period ending January 31, 2003, Cumulative Operating Earnings for such periods equal or exceed $1,500,000.00 3,176,000, $4,764,000, $6,352,000 and $2,250,000.007,940,000, respectively (together with the Year-1 Minimum Target, as relevant to the applicable yearperiod, the "Minimum TargetsMINIMUM TARGETS"). Payment of principal and interest, when required to be paid hereunder, shall be made on or before March 31 following the period for which the Minimum Targets had been achieved. For each of the periods Five Periods for which Operating Earnings or Cumulative Operating Earnings, as the case may be, are less than the applicable Minimum Target, no principal payment(s) shall be required, due or made under the Contingent Note, with respect to that period, and any and all interest with respect thereto or accrued thereon, which otherwise would have become due or payable had the applicable Minimum Target been achieved for such period, but only with respect to such period, shall be canceled and voided. The Applicable Payment Amount for any payment period for which an Applicable Payment Amount is due and payable shall be reduced by any and all amounts previously paid under or with respect to the Contingent Note. Notwithstanding anything to the contrary herein or in the Contingent Note, the aggregate maximum principal amount due or payable under the Contingent Note shall not exceed $5,560,000.00.

Principal Amounts; Issuance. The aggregate maximum principal amount of the Contingent Notes to be issued and delivered by the Purchaser to the Sellers pursuant to Section 1.1(b)(iii) hereof at the Closing shall be SIX MILLION SEVEN HUNDRED FIFTY THOUSAND DOLLARS ($6,750,000.00) ($3,375,000.00) for each Seller). At the Closing, the Purchaser shall deliver to each Seller a Contingent Note, due on December 31, 2001, which Contingent Notes shall be in the form of Exhibit 1.2 hereto. The Contingent Note Notes shall be due and payable in the applicable principal amount specified in or calculated pursuant to the Contingent Note Notes and the Annexes to such Contingent Note Notes (the "" Appropriate Principal Amount") corresponding to a target range of Operating Earnings (as defined below) or Cumulative Operating Earnings (as defined below), as the case may be, specified in the Contingent Note Notes and the Annexes thereto, with respect to each of the three (3) twelve month five periods ending September 30, 1997 through September 30, 19992001, if, and only if, (i) with respect to the twelve month period months ending September 30, 1997, Operating Earnings for such year equal or exceed the specified minimum target amount of $750,000.00 2,450,000.00 (the "Year-1 Minimum Target") or, (ii) with respect to the 24 month period ending September 30, 1998 and 1998, the 36 month period ending September 30, 1999, the 48 month period ending September 30, 2000 and the 60 month period ending September 30, 2001, Cumulative Operating Earnings for such periods equal or exceed $1,500,000.00 4,900,000.00, $7,350,000.00, $9,800,000.00 and $2,250,000.0012,250,000.00, respectively (together with the Year-1 Minimum Target, as relevant to the applicable yearperiod, the "Minimum Targets"). In the event that AmeriPath elects to sell or terminate one or more of the clinical laboratory operations of Gulf Coast, the parties shall use their best efforts to agree upon equitable adjustments to the Minimum Targets with respect to all periods that follow such change. For each of the periods ending September 30, 1997 through September 30, 2001 for which Operating Earnings or Cumulative Operating Earnings, as the case may be, are less than the applicable Minimum Target, no principal payment(s) shall be required, due or made under the Contingent NoteNotes, with respect to that period, and any and all interest with respect thereto or accrued thereon, which otherwise would have become due or payable had the applicable Minimum Target been achieved for such period, shall be canceled and voided. Notwithstanding anything to the contrary herein or in the Contingent Notes, the aggregate maximum principal amount due or payable under the Contingent Notes shall not exceed $6,750,000.00.

Principal Amounts; Issuance. The aggregate maximum principal amount of the Contingent Notes to be issued and delivered by the Purchaser to the Sellers pursuant to Section 1.1(b)(iii) hereof at the Closing shall be FIVE MILLION SIX HUNDRED EIGHTY-SEVEN THOUSAND FIVE HUNDRED DOLLARS ($5,687,500.00) ($1,895,833.33 for each Seller). At the Closing, the Purchaser shall deliver to each Seller a Contingent Note, with the final payment thereon, if applicable, due on December 31, 2001, which Contingent Note shall be in the form of Exhibit 1.2 hereto. The Contingent Note Notes shall be due and payable in the applicable principal amount (with applicable interest) specified in or calculated pursuant to this Agreement, the Contingent Note Notes and the Annexes to such Contingent Note Notes (the "Appropriate Principal Amount") corresponding to a target range of Operating Earnings (as defined below) or Cumulative Operating Earnings (as defined below), as the case may be, specified in the Contingent Note Notes and the Annexes thereto, with respect to each of the three (3) twelve five 12-calendar month periods ending September 30, from 1997 through September 30, 19992001, if, and only if, (i) with respect to the twelve month period months ending September 30, 1997, Operating Earnings for such year equal or exceed the specified minimum target amount of $750,000.00 1,820,001.00 (the "Year-1 Minimum Target") subject to Section 1.2(b)(iv) and (d) hereof, or, (ii) with respect to the 24 month period ending September 30, 1998 and 1998, the 36 month period ending September 30, 1999, the 48 month period ending September 30, 2000 and the 60 month period ending September 30, 2001, Cumulative Operating Earnings for such periods equal or exceed $1,500,000.00 3,640,002.00, $5,460,003.00, $7,280,004.00 and $2,250,000.009,100,005.00, respectively (together with the Year-1 Minimum Target, as relevant to the applicable yearperiod, the "Minimum Targets")) subject to Section 1.2(b)(iv) and (d) hereof. For each of the five 12-calendar month periods ending September 30, from 1997 through 2001 for which Operating Earnings or Cumulative Operating Earnings, as the case may be, are less than the applicable Minimum TargetTarget (subject to Section 1.2(b)(iv) and (d) hereof, no principal payment(s) shall be required, due or made under the Contingent NoteNotes, with respect to that period, and any and all interest with respect thereto or accrued thereon, which otherwise would have become due or payable had the applicable Minimum Target been achieved for such period, shall be canceled and voided. Notwithstanding anything to the contrary herein or in the Contingent Notes, the aggregate maximum principal amount due or payable under the Contingent Notes shall not exceed $5,687,500.00.

Principal Amounts; Issuance. The aggregate maximum principal amount of the Contingent Notes to be issued and delivered by the Purchaser to the Sellers pursuant to Section 1.1(b)(iii) hereof at the Closing shall be THREE MILLION SIX HUNDRED FIFTY THOUSAND DOLLARS ($3,650,000.00). At the Closing, the Purchaser shall deliver to each of the Sellers a Contingent Note, due on March 31, 2002, which Contingent Note shall be in the form of Exhibit 1.2(A) (with respect to Dr. Xxxxxx) xxd Exhibit 1.2(B) (with respect to Dr. Xxxxxx) xxreto. The Contingent Note Notes shall be due and payable in the applicable principal amount specified in or calculated pursuant to the Contingent Note Notes and the Annexes to such Contingent Note Notes (the "Appropriate Principal Amount") corresponding to a target range of Operating Earnings (as defined below) or Cumulative Operating Earnings (as defined below), as the case may be, specified in the Contingent Note Notes and the Annexes thereto, with respect to the fourth quarter of 1996 and each of the three (3) twelve month periods five years ending September 30December 31, 1997 through September 30December 31, 19992001, if, and only if, (i) with respect to the twelve month fourth quarter of 1996, Operating Earnings for such period exceeding $600,000 (the "Quarter Target"), or (ii) with respect to the year ending September 30December 31, 1997, Operating Earnings for such year equal or exceed the specified minimum target amount of $750,000.00 2,400,000.00 (the "Year-1 Minimum Target") or, (ii) with respect to the 24 month period periods ending September 30December 31, 1998 and the 36 month period ending September 301998, 1999, 2000 and 2001, Cumulative Operating Earnings for such periods equal or exceed $1,500,000.00 4,800,000.00, $7,200,000.00, $9,600,000.00 and $2,250,000.0012,000,000.00, respectively (together with the Quarter Target and the Year-1 Minimum Target, as relevant to the applicable yearperiod, the "" Minimum Targets"). For the fourth quarter of 1996 and each of the periods years ending December 31, 1997 through December 31, 2001 for which Operating Earnings or Cumulative Operating Earnings, as the case may be, are less than the applicable Minimum Target, no principal payment(s) shall be required, due or made under the Contingent NoteNotes, with respect to that period, and any and all interest with respect thereto or accrued thereon, which otherwise would have become due or payable had the applicable Minimum Target been achieved for such period, shall be canceled and voided. Notwithstanding anything to the contrary herein or in the Contingent Notes, the aggregate maximum principal amount due or payable under the Contingent Notes shall not exceed $3,650,000.00.