Acquisition Amount Clause Samples
The Acquisition Amount clause defines the total monetary consideration to be paid by the buyer to acquire the target company or assets. This clause typically specifies the exact sum, the currency, and may outline how and when the payment will be made, such as through lump sum, installments, or escrow arrangements. By clearly stating the purchase price and payment terms, the clause ensures both parties have a mutual understanding of the financial terms of the transaction, thereby reducing the risk of disputes and facilitating a smooth transfer of ownership.
Acquisition Amount. (i) For each New Product as to which Popeil exercises his option in Paragraph 7.C above, Popeil shall pay Company for all documented direct expenses incurred by Company for (i) the development and manufacturing of the tooling, dyes and other production materials and equipment used to manufacture the product, (ii) filing fees and prosecution fees incurred by Company with respect to the registration of the intellectual property for the New Product with governmental authorities, (iii) the development and production of any advertising Popeil elects to acquire under Paragraph 7.C above for the New Product and (iv) any one-time up front fees paid to either Popeil or Backus in connection with the acquisition of the applicable New Prod▇▇▇(▇), collectively which amount (the "Acquisition Amount") shall be paid to Company's and Ronco IP Management Inc.'s, a Delaware corporation ("RIM") and an Affiliate of Company, secured lender(s) up to the amount (not to exceed the Acquisition Amount) required by such lender(s) to be prepaid against outstanding amounts due to such lender(s) as a condition to such lender(s) consent to the remedies provided hereunder upon an Event of Default under the Notes, with the balance, if any, payable to Company. Alternatively, and notwithstanding the foregoing, Popeil may elect to pay Company's secured lender(s) the amount required by such lender(s) to be prepaid against the outstanding amounts due to such lender(s) in lieu of electing to acquire the tooling, etc. as described above, in which case the amount so paid by Popeil will be added to the outstanding principal amount due under the Notes (but which added amount will bear interest at the maximum rate allowed under applicable law).
(ii) Notwithstanding anything in the foregoing Paragraph 7.D(i) to the contrary, the Acquisition Amount will not include (1) any royalties/quality control payments paid to either Popeil or Backus in connection with the acquisition of the product, (2) any fe▇▇ ▇▇▇d to either Popeil or Backus pursuant to the terms of their respective consulting agreemen▇▇, (▇) any payments made to any of the sellers under the Asset Purchase Agreement (the "Sellers") or Backus either under or in connection with the Asset Purchase Agreeme▇▇ ▇▇ the Notes issued pursuant to the Asset Purchase Agreement, (4) any fees or expenses incurred by Company or any of its Affiliates, or any of its or its Affiliates officers, directors, employees or agents in connection with negotiating any of ...
Acquisition Amount. The Acquisition Amount for the Equipment listed in this Equipment Schedule to be paid to the Vendor (or reimbursed to Lessee) is $ .] [OPTION: IF ESCROW AGREEMENT IS USED:
Acquisition Amount. The Acquisition Amount for the Equipment described in this Schedule to be paid to the Vendor is $ .] [OPTION: IF ACQUISITION FUND AGREEMENT IS USED:
Acquisition Amount. The Acquisition Amount that Lessor shall pay to the Escrow Agent for deposit into the Escrow Account in connection with this Equipment Schedule is $ . It is expected that by [six (6)] [twelve (12)] [eighteen (18)] months from the date of this Equipment Schedule No. , Lessee will have taken possession of all items of Equipment shown above and that the Lessee’s final Disbursement Request pursuant to the Escrow Agreement will be signed by Lessee, approved by Lessor and delivered to the Escrow Agent on or before [six (6)] [twelve (12)] [eighteen (18)] months from the date of this Equipment Schedule. OR IF VENDOR PAID DIRECTLY USE:
Acquisition Amount. 3.1 The “Acquisition Price” shall be calculated in accordance with the following table, subject to paragraph 3.2 below: Timing of termination (end of year) Acquisition Price (in US dollars) First Contract Year ***** Second Contract Year ***** Third Contract Year ***** Fourth Contract Year ***** Fifth Contract Year ***** Sixth Contract Year ***** 101 SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH FIVE ASTERISKS (*****). Seventh Contract Year ***** Eighth Contract Year ***** Ninth Contract Year ***** Tenth Contract Year ***** Eleventh Contract Year ***** Twelfth Contract Year ***** Thirteenth Contract Year ***** Fourteenth Contract Year ***** Fifteenth Contract Year ***** Sixteenth Contract Year ***** Seventeenth Contract Year ***** Eighteenth Contract Year ***** Nineteenth Contract Year ***** Twentieth Contract Year ***** Twenty First Contract Year ***** Twenty Second Contract Year ***** Twenty Third Contract Year ***** Twenty Fourth Contract Year ***** Twenty Fifth Contract Year ***** Twenty Sixth Contract Year ***** Twenty Seventh Contract Year ***** Twenty Eighth Contract Year ***** Twenty Ninth Contract Year ***** Thirtieth Contract Year *****
3.2 In calculating the Acquisition Price payable by Company to Owner, if the date on which termination is effective does not coincide with the last day of the Contract Year in which it occurs, then:
(a) the Acquisition Price shall be the amount in the table for the first Contract Year in respect of termination occurring at any time in the period starting with the Contract Date and ending with the end of the first Contract Year; or
(b) save as provided for in paragraph 3.2(a), the Acquisition Price shall be a linear proration between the amount in the table for that year and the year before. 103 SCHEDULE 16 CONDITIONS OF USE [CONDITIONS OF USE FOR TERMINAL I, the Master of LNG , owned by , whose address is at , Hereby acknowledge receipt of these Conditions of Use of Port implementing the instructions and recommendations of [Port Information and Regulations Manual] and agree to be bound by their terms.
1. In these Conditions of Use, the following expressions shall have the meaning assigned to each of them:
Acquisition Amount. The Acquisition Amount for the Equipment described in this Schedule, to be deposited in the Acquisition Fund designated “Schedule No. 1 Acquisition Fund” for Contract No. 9909001800-00001 is $ 89,529.00.