Additional Purchase Price Payments definition

Additional Purchase Price Payments shall have the meaning defined in Schedule L (Purchase Price).
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Additional Purchase Price Payments means the amount equal to [***] percent ([***]%) of the Net Sales for the Product in the Territory calculated in accordance with the procedures set forth below. The amount invoiced by AstraZeneca to Prometheus for each delivery of Product will be the Estimated Purchase Price (as defined below in this Schedule L). Within [***] of the end of each Quarter, Prometheus shall provide to AstraZeneca a written report setting forth the calculation of the Actual Purchase Price for the Product sold for the preceding Quarter based upon the actual Gross Sales and Net Sales of the Product in the Territory during such Quarter. The report shall set out the actual amount of Gross Sales and Net Sales of Product sold in dollars and the total number of units of Product sold by Prometheus during such Quarter and the Actual Purchase Price. The report shall also set out for such Quarter the Estimated Purchase Price paid for the units sold during the Quarter (assuming first in, first out). For units purchased but not sold at the end of a true-up period, the estimated sales price for those units will not be trued up. For Example: Purchase Price True-up Example [***] In the event the Actual Purchase Price for Product sold for the Quarter is greater than the Estimated Purchase Price for such Product, then, within thirty (30) days of the end of such Quarter, Prometheus shall pay to AstraZeneca such excess amount (i.e., the difference between the Actual Purchase Price and the Estimated Purchase Price). In the event that the Actual Purchase Price for Product sold for the Quarter is less than the Estimated Purchase Price for such Product, then AstraZeneca shall issue Prometheus a Credit Note for the amount of such difference within thirty (30) days of the receipt of the written report. In addition, the Purchase Price may be subject to a further adjustment dependent upon the results of the annual independent auditor report as commissioned by AstraZeneca. If an adjustment is mandated, Prometheus (or AstraZeneca) shall pay (or shall credit) the other Party no later than the end of the first Quarter following the Sales Year to which the adjustment applies. For the purposes of this Schedule L, the following terms shall have the meanings ascribed to them below: "Estimated Average Selling Price" shall be [***] percent ([***]%) of the WAC per unit on the date the applicable Purchase Order is placed.
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Additional Purchase Price Payments has the meaning set forth in Section 2.2.
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Examples of Additional Purchase Price Payments in a sentence

  • If Seller and Buyer cannot agree upon the determination of the Business EBITDA for such calendar year and the amount of any Additional Purchase Price Payments within the Negotiation Period, the Parties shall submit to the Arbitrating Accountant for review and resolution all matters (but only such matters) that remain in dispute and that were included in the Notice of Disagreement Regarding Additional Purchase Price Payments.

  • For up to fifteen (15) days following delivery of a Notice of Disagreement Regarding Additional Purchase Price Payments (the “Negotiation Period”), the Parties shall seek in good faith to resolve in writing any differences which they have with respect to the matters specified in the Notice of Disagreement Regarding Additional Purchase Price Payments.

  • The Parties shall instruct the Arbitrating Accountant to make a final determination of such calendar year’s Business EBITDA and the Additional Purchase Price Payments calculation.

  • The aggregate consideration to be paid by Purchaser in consideration of the Purchased Assets will be the Upfront Payments and the Additional Purchase Price Payments (the “Purchase Price”) and Purchaser’s assumption of the Assumed Liabilities.7 Upfront Payments.

  • It also follows other national regulations like Canada, Korea and Brazil.

  • Notwithstanding the foregoing, this Section 9.5 shall not operate to interfere with or impede the operation of the provisions of Section 2.3.3 the Services Agreement with respect to reductions in the Additional Purchase Price Payments pursuant to the terms of the Services Agreement.

  • Following delivery of a Notice of Disagreement Regarding Additional Purchase Price Payments, Buyer and its agents and representatives shall be permitted to review Seller’s and its representatives’ working papers relating to its calculation of Business EBITDA and the Earn-OutStatement.

  • Your name:Your contact details if response required:APPENDIX 2‌ Outreach Needs Assessment and Initial Contact Form‌Date: TEAM No: Hello my name is and I am from LG/volunteer/Aust.Red Cross on behalf of the Shire of Serpentine Jarrahdale.

  • The parties hereto further agree that: (i) the aggregate Additional Purchase Price Payments payable by the Buyer hereunder shall not exceed $160,000,000 and (ii) the total Purchase Price payable to the Seller by the Buyer hereunder (inclusive of the Initial Purchase Price and, if required to be paid under this Agreement, all of the Additional Purchase Price Payments) shall in no event exceed $410,000,000 in the aggregate.Section 1.2 No Assumed Obligations, Excluded Assets.

  • Following delivery of a Notice of Disagreement Regarding Additional Purchase Price Payments, Buyer and its agents and representatives shall be permitted to review Seller’s and its representatives’ working papers relating to its calculation of Business EBITDA and the Earn-Out 3 Statement.

Related to Additional Purchase Price Payments

  • Additional Purchase Price has the meaning provided in Section 1.2(b).

  • Original Purchase Price means the price paid by you for the motor vehicle or a maximum of 110% of the market value of the vehicle as defined by Glass's Guide Retail at time of purchase, whichever is the lesser (including all factory fitted accessories) and after any discount given, but does not include the cost of dealer fitted accessories, road fund licence, new vehicle registration fee, fuel, paintwork and/or upholstery protection kits, insurance premiums (including the premium for this policy), warranty premiums, any finance arrears and any such associated costs and any negative equity transferred from a previous finance agreement.

  • Final Purchase Price has the meaning set forth in Section 2.02.

  • Optional Purchase Price has the meaning set forth in Section 8.1 of the Sale and Servicing Agreement.

  • Cash Purchase Price has the meaning set forth in Section 2.1(b).

  • Closing Date Purchase Price shall have the meaning set forth in Section 2.1 hereof.

  • Loan Purchase Price With respect to any Home Equity Loan purchased from the Trust on or prior to a Monthly Remittance Date pursuant to Section 3.04, 3.06(b) or 8.10(b) hereof, an amount equal to the outstanding principal balance of such Home Equity Loan as of the date of purchase (assuming that the Monthly Remittance Amount remitted by the Servicer on such Monthly Remittance Date has already been remitted), plus all accrued and unpaid interest on such Home Equity Loan at the Coupon Rate to but not including the date of such purchase together with (without duplication) the aggregate amounts of (i) all unreimbursed Delinquency Advances and Servicing Advances theretofore made with respect to such Home Equity Loan, (ii) all Delinquency Advances which the Servicer has theretofore failed to remit with respect to such Home Equity Loan, (iii) all reimbursed Delinquency Advances and Servicing Advances to the extent that reimbursement is not made from the Mortgagor and (iv) any costs and damages incurred by the Trust in connection with any violation by the Home Equity Loan of any predatory or abusive lending law.

  • Closing Purchase Price shall have the meaning ascribed to such term in Section 2.1(b), which aggregate purchase price shall be net of the underwriting discounts and commissions.

  • the Purchase Price means the price to be paid by the Buyer to the Seller for the purchase of the Property;

  • Base Purchase Price has the meaning set forth in Section 2.2.

  • Initial Purchase Price has the meaning set forth in Section 2.1.

  • Aggregate Purchase Price has the meaning set forth in Section 1.1.

  • Purchase Price Adjustment shall have the meaning specified in Section 3.02.

  • Purchase Price Adjustment Escrow Amount means $500,000.

  • Preliminary Purchase Price has the meaning set forth in Section 2.02.

  • Receivables Purchase Price means $1,652,997,849.97.

  • Unit Purchase Price shall have the meaning ascribed to such term in Section 2.1(b).

  • Additional Payment is as defined in Section 6 of the Agreement.

  • Purchase Amount means the total amount being paid by the Investor on a particular Closing Date to purchase the Securities.

  • Additional Loans Purchase Price means the dollar amount representing the aggregate purchase price of the related Additional Loans as specified in the applicable Additional Purchase Agreement (which, with respect to any Additional Loan purchased with funds on deposit in the Supplemental Purchase Account, will be equal to 100% of the aggregate principal balance of such Additional Loan, plus accrued interest to be capitalized).

  • Total Purchase Price means the aggregate amount payable by the Purchaser as set out in Appendix A of this Agreement.

  • Purchase Price Date means the date the Purchase Price is delivered by Lender to Borrower.

  • Purchase Price has the meaning set forth in Section 2.2.

  • Mortgage Loan Purchase Price The price, calculated as set forth in Section 10.01, to be paid in connection with the repurchase of the Mortgage Loans pursuant to Section 10.01.

  • Option Purchase Price has the meaning set forth in Section 9.36(b) hereof.

  • Repurchase Amount shall have the meaning set forth in Section 4.2 hereof.