Contingent Purchase Price Payments definition

Contingent Purchase Price Payments means certain payments not to exceed $10,000,000 in the aggregate made by the Borrower to the Seller and other designated Persons in accordance with the Stock Purchase Agreement and the Lifecore Biomedical, Inc. Transaction Bonus Plan.
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Contingent Purchase Price Payments means certain payments to be made on or prior to May 31, 2012, not to exceed $10,000,000 in the aggregate, by the Borrower to Warburg Pincus Private Equity IX, L.P. and other designated Persons in accordance with that certain Stock Purchase Agreement, dated as of April 30, 2010, by and among Landec, the Borrower, Holdings and Warburg Pincus Private Equity IX, L.P., and the Transaction Bonus Plan of Holdings.
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Contingent Purchase Price Payments means any deferred purchase price payments, earnouts, or performance based payments made in connection with the Specified Acquisitions or any Permitted Acquisition.
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Examples of Contingent Purchase Price Payments in a sentence

  • For clarity, only a single payment of each of the Contingent Purchase Price Payments will be paid by the Buyer when due, notwithstanding any obligation to pay any portion or all of such Contingent Purchase Price Payment under the Traditional Royalty Purchase Agreement.

  • For clarity, only a single payment of each of the Contingent Purchase Price Payments will be paid by the Buyer when due, notwithstanding any obligation to pay any portion or all of such Contingent Purchase Price Payment under the Synthetic Royalty Purchase Agreement.


More Definitions of Contingent Purchase Price Payments

Contingent Purchase Price Payments is defined in Section 2.2. “Contingent Purchase Price Trigger” is defined in Section 2.2. “Contracts” is defined in Section 4.8(a). “Credit Event” means any insolvency, bankruptcy, receivership, assignment for the benefit of creditors, similar proceeding, or financial distress of Licensee, as a result of which Licensee fails to pay, or is delayed in paying, all or a portion of the Royalties and/or Milestone Payments. “Daré In-Licenses” means any and all In-Licenses to which the Seller is a party pursuant to which the Seller has in-licensed any of the Daré Patents from a Third Party. “Daré Patents” has the meaning ascribed to such term in Section 1.33 of the License Agreement. “Data Room” is defined in Section 3.9. “Disclosing Party” is defined in Section 7.1. “Disclosure Schedule” means the Disclosure Schedule, dated as of the date hereof, delivered to the Buyer by the Seller concurrently with the execution of this Agreement. “DTM Intellectual Property” has the meaning ascribed to the term Licensed Intellectual Property in Section 1.17 of the DTM License. “DTM License” means that certain Exclusive License Agreement, dated January 9, 2017, by and between the Seller (as assigned by Hammock Pharmaceuticals, Inc. on December 5, 2018), TriLogic and MilanaPharm, as amended December 5, 2018, December 3, 2019 and September 21, 2021, and as further amended and modified pursuant to that certain Consent, Waiver and Stand-By License Agreement, dated March 30, 2022, among the foregoing parties and Organon (the “Stand-By License Agreement”), as may be further amended, modified or supplemented from time to time as permitted under this Agreement. “DTM Licensors” means TriLogic and/or MilanaPharm. “Escrow Account” means the escrow account established pursuant to the Escrow Agreement. “Escrow Agent” means a customary escrow agent acceptable to the Buyer and the Seller, as escrow agent under the Escrow Agreement, or its successor as permitted under the Escrow Agreement. “Escrow Agreement” means an escrow agreement to be entered into by and among the Seller, the Buyer, and the Escrow Agent, and (i) if UiE requests to become a party to the Escrow Agreement, UiE, and (ii) if required, MilanaPharm, in form and content reasonably acceptable to the parties thereto, as may be amended, modified or supplemented from time to time. “Existing Confidentiality Agreement” is defined in Section 7.4. “FDA” means the U.S. Food and Drug Administration, or a successor federal agency thereto in ...
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Contingent Purchase Price Payments. Section 1.5(d) "December 31, 1999 Balance Sheet" Section 4.5(a) "Default Liabilities" Section 1.2(a) "Disputed Item" Section 1.3(b) "Earn Out Period" Section 1.5(a) "EBT" Section 1.5(a) "EBT Year" Section 1.5(a) "employee pension benefit plan" Section 4.18(a)(7) "Employee Plans" Section 4.18(a)(2) "employee welfare benefit plan" Section 4.18(a)(8) "Employment Agreement" Section 3.4 "Environmental Claims" Section 10.3(c) "Environmental Laws" Section 4.24(a)(2) "Environmental Permits" Section 4.24(a)(3) "Environmental Proceedings" Section 4.24(a)(1) "Environmental Response Costs" Section 10.3 "ERISA" Section 4.18(a)(3) "ERISA Affiliate" Section 4.18(a)(4) "Excluded Assets" Section 1.1 "FICA" Section 3.8 "Final Closing Net Worth" Section 1.3(b) "Final Closing Net Worth Statement" Section 1.3(b) "Final Payroll" Section 1.2(c) "Financial Statements" Section 4.5 "Fixed Portion of the Purchase Price" Section 1.2(a) "Funded Debt" Section 1.2(b) SCHEDULE 1 (CONT'D.)
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Contingent Purchase Price Payments has the meaning set forth in Section 3.5(b)(ii).
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Contingent Purchase Price Payments. (1) If (A) Shipments for the First Earn-Out Eligible Period (the “First Period Shipments”) are greater than $188,000,000, then the Seller shall be entitled to receive a payment in an amount equal to the lesser of (a) $1,666,666 and (b) the product of (x) First Period Shipments minus $188,000,000 and (y) 20%; and (B) the First Period Shipments are less than or equal to $188,000,000, no amount shall be payable to the Seller as a Contingent Purchase Price under this Section 3.5(b)(ii)(1).
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Contingent Purchase Price Payments shall have the meaning set forth in Section 2.4 hereof.
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Contingent Purchase Price Payments is defined in Section 2.05(b). “Continuing Plans” is defined in Section 6.09(a).
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Related to Contingent Purchase Price Payments

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

  • 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.

  • Maximum Purchase Price has the meaning assigned to the term in the Pricing Side Letter.

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

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

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

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

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

  • Contract Purchase Price means the amount actually paid or allocated in respect of the purchase, development, construction or improvement of a Property or the amount of funds advanced with respect to a Mortgage, or the amount actually paid or allocated in respect of the purchase of other Assets, in each case exclusive of Acquisition Fees and Acquisition Expenses, but in each case including any indebtedness assumed or incurred in respect of such Property.

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

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

  • Closing Fee has the meaning set forth in Section 2.09(c).

  • Initial Payment means the dollar amount specified as the “Initial Payment” in the applicable Purchase Agreement.

  • Receivables Purchase Price The amount described in Section 2.02 of the Pooling Agreement.

  • Stock Purchase Price has the meaning set forth in Section 2 of the Subscription Agreement.