XXDITIONAL CONSIDERATION Sample Clauses

XXDITIONAL CONSIDERATION. In addition to the Purchase Price, Optionee shall pay Farber an aggregate additional amount ("Additional Consideration") of xxxxxx percent (20%) of the net sales of [CONFIDENTIAL TREATMENT -- INFORMATION FILED SEPARATELY WITH THE COMMISSION] sold by the Company (or its affiliate) to the extent that such net sales exceed $40,000,000 during the period beginning on the date of the approval by the [CONFIDENTIAL TREATMENT -- INFORMATION FILED SEPARATELY WITH THE COMMISSION] and ending upon the earlier of (i) the date any [CONFIDENTIAL TREATMENT -- INFORMATION FILED SEPARATELY WITH THE COMMISSION] and (ii) the five year anniversary date of the Closing. For purposes of this Agreement, "net sales" shall mean net cash received from the sale of such product, after all normal chargebacks, rebates, allowances, returns and credits. Any Additional Consideration shall be paid to Farber quarterly in arrears, within forty-five (45) calendar days aftex xxx end of each calendar quarter based upon a statement certified by an officer of Optionee as correctly stating gross sales and all amounts deducted to derive at net sales for such quarter. Within 90 days after the end of each calendar year, an independent public accounting firm mutually selected by Optionee and Farber shall review each such statement rendered during the prior calexxxx xear and provide its written report to Optionee and Farber as to whether the calculation of net sales reflected in each suxx xxxtement is reasonably accurate (based on appropriate testing of procedures and data). To the extent any payment to Farber made pursuant to any such statement is less than that which shoxxx xxve been made to Farber, Optionee shall pay Farber the shortfall together with interest, xxxx the date the deficiexxx xxould have been paid until it is paid, at a rate equal to 300 basis points in excess of the prime rate as announced from time to time in The Wall Street Journal. Optionee shall pay the expenses of such accounting firm and shall provide it with access, at reasonable times during normal business hours, to all books and records necessary for it to confirm the reasonable accuracy (based on appropriate testing of procedures and data) of the calculations of net sales.
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Related to XXDITIONAL CONSIDERATION

  • Additional Consideration Retrocessionaire agrees to pay under the Inuring Retrocessions all future premiums Retrocedant is obligated to pay pursuant to the terms of the Inuring Retrocessions to the extent that such premiums are allocable to Retrocessionaire in the manner set forth in Exhibit E hereto, and not otherwise paid by Retrocessionaire and to indemnify Retrocedant for all such premiums paid directly by Retrocedant, net of any ceding commissions and similar amounts paid by Third Party Retrocessionaires to Retrocedant.

  • Additional Considerations For each mediation or arbitration:

  • Initial Consideration On the Effective Date, Retrocessionaire shall reimburse Retrocedant for one hundred percent (100%) of any and all unearned premiums paid by Retrocedant under such Inuring Retrocessions net of any applicable unearned ceding commissions paid to Retrocedant thereunder.

  • No Additional Consideration For the avoidance of doubt, the transfer of any Assets under this Section 2.8 shall be effected without any additional consideration by either party.

  • Total Consideration The aggregate consideration (the "Consideration") payable by the Surviving Partnership in connection with the merger of the Merged Partnership with and into the Surviving Partnership shall be $8,275,000, subject to adjustments at Closing pursuant to Section 3.9 and costs paid pursuant to Section 3.10(c) and Section 3.11, plus the amount of any tax or other reserves held by the Existing Lender (hereinafter defined).

  • Earn-Out Consideration (a) If the earnings before taxes (the "EBT") of the Company for the twelve months ending December 31, 1998, increased by amounts in respect of those items set forth on Schedule 2.5 that affected net income during the period from January 1, 1998 through the Closing Date and decreased by the amount of UniCapital corporate overhead allocated to the Company for the period from the Closing Date through December 31, 1998 (the "Adjusted 1998 EBT"), exceeds the EBT of the Company for the twelve months ending December 31, 1997, inclusive of the add-backs set forth on Schedule 2.5 (the "Adjusted 1997 EBT"), then the Stockholders shall be entitled to receive one-half of the difference between the Adjusted 1998 EBT and the Adjusted 1997 EBT.

  • Acquisition Consideration (a) The consideration (the "ACQUISITION CONSIDERATION") to be received by each Grantor in respect of the contribution of the Grantor's Interests to the Operating Partnership shall be an amount equal to $100.00 (one hundred dollars). The Acquisition Consideration shall be paid in the form of a combination of (i) cash and/or (ii) units of limited partnership interest in the Operating Partnership ("OP UNITS"), in the percentages and allocations set forth on Schedule B attached hereto. To the extent a percentage of the Acquisition Consideration includes one or more OP Units, as set forth on Schedule B, the number of OP Units the Grantor shall be entitled to receive upon the exercise of the Option with respect to such percentage shall equal the quotient of

  • Closing Consideration The closing consideration shall be delivered at the Closing as follows:

  • Transaction Consideration The Transaction Consideration;

  • Stock Consideration 3 subsidiary...................................................................53

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