Common use of Acquisition Amount Clause in Contracts

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 the Asset Purchase Agreement or the transaction documents related thereto (including but not limited to the New Product Development Agreement), (5) 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 documenting and/or recording the transfer of the assets described in this Paragraph 7 upon the exercise of Popeil's options therein, or (6) any fees, royalties or other payments made by Company or its Affiliates to any of Popeil, Backus or any of the Sellers not otherwise described herein.