Common use of Principal Amounts; Issuance Clause in Contracts

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 payment amount specified in or calculated pursuant to the Contingent Note and the Annexes to such Contingent Note (the "APPLICABLE PAYMENT AMOUNT") corresponding to a target range of Operating Earnings 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 five twelve-month periods ending on January 31, for the years 1999 through 2003 (the "FIVE PERIODS"), if, and only if, (i) with respect to the twelve month period ending January 31, 1999, Operating Earnings for such period equal or exceed the specified minimum target amount of $1,588,000 (the "YEAR-1 MINIMUM TARGET") or, (ii) with respect to the 24 month period ending January 31, 2000, the 36 month period ending January 31, 2001, 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 $3,176,000, $4,764,000, $6,352,000 and $7,940,000, respectively (together with the Year-1 Minimum Target, as relevant to the applicable period, the "MINIMUM 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 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 Contingent Notes to be issued and delivered at the Closing by the Purchaser to the Partners as additional purchase price consideration Sellers pursuant to SECTION 1.5(cSection 1.1(b)(iii) hereof at the Closing shall be FIVE THREE MILLION FIVE SIX HUNDRED SIXTY FIFTY THOUSAND DOLLARS ($5,560,000.003,650,000.00). At the Closing, the Purchaser shall deliver to the partners each 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 Sellers a Contingent Note, due on SCHEDULE 1.5 hereof. For purposes of this AgreementMarch 31, the Partner Notes 2002, which Contingent Note shall be referred in the form of Exhibit 1.2(A) (with respect to herein collectively as the Contingent NoteDr. Xxxxxx) xxd Exhibit 1.2(B) (with respect to Dr. Xxxxxx) xxreto. The Contingent Note Notes shall be due and payable in the applicable payment principal amount specified in or calculated pursuant to the Contingent Note Notes and the Annexes to such Contingent Note Notes (the "APPLICABLE PAYMENT 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 Contingent Note Notes and the Annexes thereto, with respect to the fourth quarter of 1996 and each of the five twelve-month periods years ending on January December 31, for the years 1999 1997 through 2003 (the "FIVE PERIODS")December 31, 2001, if, and only if, (i) with respect to the twelve month period ending January 31, 1999fourth quarter of 1996, Operating Earnings for such period exceeding $600,000 (the "Quarter Target"), or (ii) with respect to the year ending December 31, 1997, Operating Earnings for such year equal or exceed the specified minimum target amount of $1,588,000 2,400,000.00 (the "YEAR-1 MINIMUM TARGETYear-1 Minimum Target") or, (ii) with respect to the 24 month period periods ending January December 31, 20001998, the 36 month period ending January 311999, 2000 and 2001, 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 $3,176,0004,800,000.00, $4,764,0007,200,000.00, $6,352,000 9,600,000.00 and $7,940,00012,000,000.00, respectively (together with the Quarter Target and the Year-1 Minimum Target, as relevant to the applicable period, the "MINIMUM TARGETS" Minimum Targets"). Payment For the fourth quarter of principal 1996 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 Five 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, 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 NoteNotes, the aggregate maximum principal amount due or payable under the Contingent Note Notes shall not exceed $5,560,000.003,650,000.00.

Principal Amounts; Issuance. The aggregate maximum principal amount of the contingent notes Contingent Notes to be issued and delivered at the Closing by the Purchaser to the Partners as additional purchase price consideration Sellers pursuant to SECTION 1.5(cSection 1.1(b)(iii) hereof at the Closing shall be FIVE SIX MILLION FIVE SEVEN HUNDRED SIXTY FIFTY THOUSAND DOLLARS ($5,560,000.006,750,000.00) ($3,375,000.00) for each Seller). At the Closing, the Purchaser shall deliver to the partners of the each 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 a Contingent Note, due on SCHEDULE 1.5 hereof. For purposes of this AgreementDecember 31, the Partner 2001, which Contingent Notes shall be referred to herein collectively as in the Contingent Noteform of Exhibit 1.2 hereto. The Contingent Note Notes shall be due and payable in the applicable payment principal amount specified in or calculated pursuant to the Contingent Note Notes and the Annexes to such Contingent Note Notes (the "APPLICABLE PAYMENT AMOUNT" 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 five twelve-month periods ending on January 31September 30, for the years 1999 1997 through 2003 (the "FIVE PERIODS")September 30, 2001, if, and only if, (i) with respect to the twelve month period months ending January 31September 30, 19991997, Operating Earnings for such period year equal or exceed the specified minimum target amount of $1,588,000 2,450,000.00 (the "YEAR-1 MINIMUM TARGETYear-1 Minimum Target") or, (ii) with respect to the 24 month period ending January 31September 30, 20001998, the 36 month period ending January 31September 30, 20011999, the 48 month period ending January 31September 30, 2002 2000 and the 60 month period ending January 31September 30, 20032001, Cumulative Operating Earnings for such periods equal or exceed $3,176,0004,900,000.00, $4,764,0007,350,000.00, $6,352,000 9,800,000.00 and $7,940,00012,250,000.00, respectively (together with the Year-1 Minimum Target, as relevant to the applicable period, the "MINIMUM TARGETSMinimum Targets"). Payment In the event that AmeriPath elects to sell or terminate one or more of principal and interestthe clinical laboratory operations of Gulf Coast, when required the parties shall use their best efforts to be paid hereunder, shall be made on or before March 31 following the period for which agree upon equitable adjustments to the Minimum Targets had been achievedwith respect to all periods that follow such change. For each of the Five Periods 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, 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 NoteNotes, the aggregate maximum principal amount due or payable under the Contingent Note Notes shall not exceed $5,560,000.006,750,000.00.

Principal Amounts; Issuance. The aggregate maximum principal amount of the contingent notes Contingent Notes to be issued and delivered at the Closing by the Purchaser to the Partners as additional purchase price consideration Sellers pursuant to SECTION 1.5(cSection 1.1(b)(iii) hereof at the Closing shall be FIVE MILLION SIX HUNDRED EIGHTY-SEVEN THOUSAND FIVE HUNDRED SIXTY THOUSAND DOLLARS ($5,560,000.005,687,500.00) ($1,895,833.33 for each Seller). At the Closing, the Purchaser shall deliver to the partners of the each Seller individual contingent notes ("Partner Notes") containing the terms and conditions (other than principal amount) set forth in EXHIBIT 1.8 a Contingent Note, with the maximum aggregate principal amounts set forth final payment thereon, if applicable, due on SCHEDULE 1.5 hereof. For purposes of this AgreementDecember 31, the Partner Notes 2001, which Contingent Note shall be referred to herein collectively as in the Contingent Noteform of Exhibit 1.2 hereto. The Contingent Note Notes shall be due and payable in the applicable payment 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 "APPLICABLE PAYMENT 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 Contingent Note Notes and the Annexes thereto, with respect to each of the five twelve12-calendar month periods ending on January 31September 30, for the years 1999 from 1997 through 2003 (the "FIVE PERIODS")2001, if, and only if, (i) with respect to the twelve month period months ending January 31September 30, 19991997, Operating Earnings for such period year equal or exceed the specified minimum target amount of $1,588,000 1,820,001.00 (the "YEAR-1 MINIMUM TARGETYear-1 Minimum Target") subject to Section 1.2(b)(iv) and (d) hereof, or, (ii) with respect to the 24 month period ending January 31September 30, 20001998, the 36 month period ending January 31September 30, 20011999, the 48 month period ending January 31September 30, 2002 2000 and the 60 month period ending January 31September 30, 20032001, Cumulative Operating Earnings for such periods equal or exceed $3,176,0003,640,002.00, $4,764,0005,460,003.00, $6,352,000 7,280,004.00 and $7,940,0009,100,005.00, respectively (together with the Year-1 Minimum Target, as relevant to the applicable period, the "MINIMUM TARGETSMinimum Targets"). Payment of principal ) subject to Section 1.2(b)(iv) 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(d) hereof. For each of the Five Periods 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, 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 NoteNotes, the aggregate maximum principal amount due or payable under the Contingent Note Notes shall not exceed $5,560,000.005,687,500.00.

Principal Amounts; Issuance. The aggregate maximum principal amount of the contingent notes Contingent Notes to be issued and delivered at the Closing by the Purchaser to the Partners as additional purchase price consideration Sellers pursuant to SECTION 1.5(c1.1(B)(III) hereof at the Closing shall be FIVE FOURTEEN MILLION FIVE NINE HUNDRED SIXTY SIXTY-SEVEN THOUSAND DOLLARS ($5,560,000.0014,967,000.00). At As additional purchase price consideration, at the Closing, the Purchaser shall deliver to the partners of the each Seller individual contingent notes ("Partner Notes") containing the terms and conditions (other than principal amount) set forth a Contingent Note, due on December 31, 2002, in EXHIBIT 1.8 with the maximum aggregate stated principal amounts amount as set forth on SCHEDULE 1.5 1.2 hereof. For purposes of this Agreement, the Partner which Contingent Notes shall be referred to herein collectively as in the Contingent Noteform of EXHIBIT 1.2 hereto. The Each Contingent Note shall be due and payable in the applicable payment principal amount specified in or calculated pursuant to the such Contingent Note and the Annexes to such Contingent Note (the "APPLICABLE PAYMENT 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 such Contingent Note and the Annexes thereto, with respect to each of the five (5) twelve-month periods ending on January 31September 30, for the years 1999 1998 through 2003 (the "FIVE PERIODS")September 30, 2002, if, and only if, (i) with respect to the twelve month period ending January 31September 30, 19991998, Operating Earnings for such period year equal or exceed the specified minimum target amount of $1,588,000 5,080,000.00 (the "YEAR-1 MINIMUM TARGET") or, (ii) with respect to each of the 24 month period next four (4) periods ending January 31September 30, 1999, 2000, the 36 month period ending January 31, 2001, the 48 month period ending January 31, 2002 2001 and the 60 month period ending January 31, 20032002, Cumulative Operating Earnings for such periods year equal or exceed $3,176,00010,160,000.00, $4,764,00015,240,000.00, $6,352,000 20,320,000.00 and $7,940,00025,400,000.00, respectively (together with the Year-1 Minimum Target, as relevant to the applicable periodyear, the "MINIMUM 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 Five Periods 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 period, but only with respect to such periodyear, 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 NoteNotes, the aggregate maximum principal amount due or payable under all the Contingent Note Notes shall not exceed $5,560,000.0014,967,000.