Additional Purchase Price Amount definition

Additional Purchase Price Amount shall have the meaning specified in Exhibit C.

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Additional Purchase Price Amount means an amount equal to the gross amount that Seller would need to receive to enable Seller to make a cash distribution to the shareholders of Seller such that the shareholders of Seller would receive a net amount of cash (after deducting any and all fees, costs, expenses and Taxes) equal to the Net Purchase Price Shortfall as calculated pursuant to Exhibit A attached hereto.

Additional Purchase Price Amount means the amounts payable pursuant to Sections 4.2(b)(A)(ii)-(vi).

Examples of Additional Purchase Price Amount in a sentence

Pursuant to the 2011 Agreement, the 2012 Additional Purchase Price Amount shall become due and payable in connection with the Merger.
The Seller and Purchaser further agree that none of the Escrow Amount, the Additional Purchase Price Amount and any Earn Out Payment (if made) is allocable to the FMV Inventory.
The Additional Purchase Price Amount shall be allocated and paid to the Selling Shareholders in the same relative proportions as payments made pursuant to Section 2.2(a).
Parent and Merger Sub shall (a) be entitled to rely on the 2012 Additional Purchase Price Statement with respect to the amount of the 2012 Additional Purchase Price Amount and the 2012 Additional Payroll Amount and (b) other than as provided in Sections 3.4.3 and 3.4.4, have no liability to the Company, the Equityholders or any other Person with respect to the payment or calculation of such amounts.
Immediately thereafter, Holdings shall pay to the Sellers the remaining Reserve Amount, if any, or all of the Reserve Amount, if appropriate and the Additional Purchase Price Amount, together with interest on said refunded Reserve Amount, if any, and the Additional Purchase Price Amount calculated from the Closing Date at a rate of interest equal to the rate of interest in effect at Closing for 90-day United States Treasury obligations.
Purchaser and the Seller will use reasonable efforts to resolve any such dispute regarding the Closing Balance Sheet and/or the Net Purchase Price (and the resulting Additional Purchase Price Amount or Purchase Price Reduction Amount, as applicable) themselves.
Within five (5) Business Days after submission to the Accountant for resolution, Purchaser and the Seller shall each indicate in writing their position on each disputed matter and each such party’s determination of the amount of the Net Purchase Price (and the resulting Additional Purchase Price Amount or Purchase Price Reduction Amount, as applicable).
The Sellers and Holdings will provide for all year-end expense adjustments on a pro-rata basis in the preparation of the Closing Financials and Computations and disbursement of the Reserve Amount and the Additional Purchase Price Amount in accordance with Section 1.4(b) above.
Licensee agrees not to exercise the Retained License Rights unless and until the Licensor breaches its obligation to pay any portion of the Additional Purchase Price Amount (other than the First Additional Purchase Price Payment) then due or any undisputed Reimbursable Expenses and such payment failure continues beyond the applicable cure period provided for in the Purchase Agreement (a “Payment Default”).
The determination of the Final Purchase Price (as well as the Additional Purchase Price Amount or the Purchase Price Reduction Amount, as applicable) by such accountants shall be final and binding on all parties for purposes of this Section 2.2.

More Definitions of Additional Purchase Price Amount

Additional Purchase Price Amount means, if the Final Purchase Price is greater than the Closing Purchase Price, the amount by which the Final Purchase Price is greater than the Closing Purchase Price.

Additional Purchase Price Amount has the meaning set forth in Section 4.2(b). --------------

Additional Purchase Price Amount means (i) $9,200,000 if the Effective Date of the transactions contemplated by this Agreement is May 1, 2010 or (ii) $8,400,000 if the Effective Date of the transactions contemplated by this Agreement is June 1, 2010.

Additional Purchase Price Amount means an amount, if any, equal to the lesser of (i) $200,000 and (ii) the product of (A) the aggregate amount allocated to the FMV Inventory pursuant to the Allocation Agreement, minus the aggregate book value (as shown on the Seller’s books) of the FMV Inventory, and (B) 10%.

Additional Purchase Price Amount means the amount that needs to be paid to Seller such that after taking into account all income Taxes payable by the shareholder of Seller (or if shareholder of Seller is not a taxpayer, the grantor or owner that is treated as a taxpayer) on such additional payment, the net after-Tax amount received by the shareholder of Seller equals the Additional Income Taxes. All such amounts shall be computed assuming that Seller is taxed as an S corporation and the Company is treated as a disregarded entity. For the avoidance of doubt, the Additional Purchase Price Amount shall not include any California franchise Taxes of Seller and such Taxes shall be governed by S ection 5.10(g).

Additional Purchase Price Amount means the amounts payable pursuant to Sections 4.2(b)(ii)-(iii)(A) below in the event the Acquiror notifies Seller of its election to chose Payment Schedule 1, and means the amounts payable pursuant to Sections 4.2(b)(ii)-(iii)(B) below in the event the Acquiror notifies Seller of its election to chose Payment Schedule 2.