Additional Payments by Purchaser Sample Clauses

The "Additional Payments by Purchaser" clause requires the buyer to make payments beyond the main purchase price under certain circumstances. These additional payments may cover costs such as taxes, fees, or expenses that arise in connection with the transaction but are not included in the initial price. By specifying the buyer’s responsibility for these extra costs, the clause ensures that the seller is not left bearing unforeseen financial burdens, thereby allocating risk and clarifying financial obligations between the parties.
Additional Payments by Purchaser. In addition to the Aggregate Purchase Price, at the Closing, Purchaser shall deliver: (a) Rentals for the Equipment at the aggregate rate for all the Equipment of Eleven Thousand Four Hundred fourteen and 20/100 United States Dollars (USD 11,414.20) per day from (but not including) June 30, to (and including) November 23, 2006, and Four Thousand ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇/▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Dollars (USD 4,110.00) from (but not including November 23, to (and including) the Closing Date; (b) An amount equal to Purchaser’s share of the expenses provided in Section 11(f) of this Agreement. Seller shall provide an estimate of such amount not less than five (5) days prior to the Closing Date; (c) For the avoidance of doubt: (i) the Leases shall continue to apply to the Equipment (except for the amount of rents as provided in Section 9(a)) until the Closing Date, and after December 31, 2006, if the Closing has not occurred by that date; and (ii) if rentals are paid by Purchaser pursuant to Section 9(a) of this Agreement, the rentals stated in the Leases shall not apply up to and including the Closing Date. Nothing in this Article 9 shall be deemed to imply that the rentals do not revert to the rates stated in the Leases if this Agreement is terminated by Seller pursuant to Section 11(i).
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Additional Payments by Purchaser. As additional consideration for the Purchased Assets and subject to the conditions set forth in this Section 1.5 and in Section 5.6 (“Right of Set-off”), Purchaser shall make the following payments by wire transfer in immediately available funds (collectively, the “Contingent Purchase Price,” together with the Initial Purchase Price, the “Purchase Price”) to Seller: (a) US$1,000,000 payable upon the earlier of: (i) 90 days after Purchaser submits a technical file that contains the information required to be submitted in connection with an application for a CE ▇▇▇▇ for Purchaser’s manufacturing location for an Argon-Based Cryoablation Device; or (ii) within five (5) Business Days of Purchaser’s receipt of the CE ▇▇▇▇ for Purchaser’s manufacturing location for an Argon-Based Cryoablation Device; (b) US$1,000,000 payable within five (5) Business Days of Purchaser’s receipt of the CE ▇▇▇▇ for Purchaser’s manufacturing location for an Argon-Based Cryoablation Device; (c) US$2,000,000 payable twenty-four (24) months after Closing; (d) If Purchaser recognizes more than US$15 million in net sales of the SurgiFrost XL Product in calendar year 2009 (as determined in accordance with GAAP as consistently applied by Purchaser), then Purchaser will pay to Seller, no later than March 31, 2010, an amount equal to (i) US$2,000,000 multiplied by (ii) a fraction, the numerator of which is the lesser of (A) the actual amount of net sales of the SurgiFrost XL Product in 2009 and (B) US$24 million, and the denominator of which is US$24 million. For the purposes of clarity, in no event will the amount payable under this Section 1.5(d) exceed US$2,000,000; and (e) If Purchaser recognizes more than US$20 million in net sales of the SurgiFrost XL Product in calendar year 2010 (as determined in accordance with GAAP as consistently applied by Purchaser), then Purchaser will pay to Seller, no later than March 31, 2011, an amount equal to (i) US$2,000,000 multiplied by (ii) a fraction, the numerator of which is the lesser of (A) the actual amount of net sales of the SurgiFrost XL Product in 2010 and (B) US$38 million, and the denominator of which is US$38 million. For the purposes of clarity, in no event will the amount payable under this Section 1.5(e) exceed US$2,000,000. (such amount (if any) payable under this Section 1.5(e), collectively with the payments describe in the foregoing clauses (a) through (d). Purchaser will, on a quarterly basis through the end of the period in which ...
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Additional Payments by Purchaser. As additional consideration for the Purchased Assets and subject to the conditions set forth in this Section 1.5 and to Section 5.7, Purchaser shall make the following payments (collectively, the “Contingent Purchase Price,” together with the Initial Purchase Price, the “Purchase Price”) to Seller: (a) US$7,500,000 (the “First Milestone Payment”) upon Purchaser’s successful completion of the OUS pilot urge incontinence or frequency clinical trial and corresponding data analysis, as set forth on Exhibit 1.5(a) hereof (the “First Milestone”). (b) US$7,500,000 (the “Second Milestone Payment”) payable in two installments as follows (the “Second Milestone”): (i) US$5,000,000 at the time thirty (30) devices, assembled and manufactured by the Purchaser or its third party subcontractors, are ready to be implanted in patients for treatment of urge incontinence and/or frequency and the Purchaser is authorized to apply the CE M▇▇▇ according to the Active Implantable Medical Device (AIMD) directives or once five (5) devices, assembled and manufactured by the Purchaser or its third party subcontractors, have been implanted in patients; and (ii) Contingent upon satisfaction of clause (b)(i), above, US$2,500,000 at the time that all of the Designated Employees have completed one (1) year of employment with Purchaser. In the event any of the Designated Employees do not complete one year of employment, the Seller will provide an alternative employee to Purchaser, or service in lieu of the work done by the terminated Designated Employee. In such case, this portion of the Second Milestone Payment will be delayed by the time such service is not provided to the Purchaser. In its sole discretion, the Purchaser may choose not to accept an alternative employee or services if it has found an acceptable replacement on its own. In such case, this portion of the Second Milestone will be considered complete on the one (1) year anniversary of the Designated Employee’s start date with the Purchaser or its Affiliates. (c) US$10,000,000 (the “Third Milestone Payment,” collectively with the First Milestone Payment and the Second Milestone Payment, the “Milestone Payments”) upon the final marketing approval by the U.S. Food and Drug Administration (“FDA”) for the first cleared indication for a device arising out of the Purchased Assets (the “Third Milestone,” collectively with the First Milestone and the Second Milestone, the “Milestones”). For the avoidance of doubt, the parties agree that...
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Related to Additional Payments by Purchaser

  • Certain Additional Payments by the Company (a) Anything in this Agreement to the contrary notwithstanding and except as set forth below, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this Section 5) (a “Payment”) would be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties are incurred by Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then Executive shall be entitled to receive an additional payment (a “Gross-Up Payment”) in an amount such that after payment by Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, and taking into account any withholding obligation on the part of the Company, Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. (b) Subject to the provisions of Section 5(c), all determinations required to be made under this Section 5, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be used in arriving at such determination, shall be made by the Company’s regular independent accounting firm (the “Accounting Firm”) which shall provide detailed supporting calculations both to the Company and Executive within 15 business days of the receipt of notice from Executive that there has been a Payment, or such earlier time as is requested by the Company. All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 5, shall be paid by the Company to Executive, net of any of the Company’s federal or state withholding obligations with respect to such Payment, within five days of the receipt of the Accounting Firm’s determination. Any determination by the Accounting Firm shall be binding upon the Company and Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Company should have been made (each, an “Underpayment”), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to Section 5(c) and Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of Executive. (c) Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of a Gross-Up Payment (or an additional Gross-Up Payment). Such notification shall be given as soon as practicable but no later than 10 business days after Executive is informed in writing of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. Executive shall not pay such claim prior to the expiration of the 30-day period following the date on which it gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies Executive in writing prior to the expiration of such period that it desires to contest such claim, Executive shall: (i) give the Company any information reasonably requested by the Company relating to such claim, (ii) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company, (iii) cooperate with the Company in good faith in order to effectively contest such claim, and (iv) permit the Company to participate in any proceedings relating to such claim; provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold Executive harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation of the foregoing provisions of this Section 5(c), the Company shall control all proceedings taken in connection with such contest (to the extent applicable to the Excise Tax and the Gross-Up Payment) and, at its sole option, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct Executive to pay the tax claimed and ▇▇▇ for a refund or contest the claim in any permissible manner, and Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided, however, that if the Company directs Executive to pay such claim and ▇▇▇ for a refund, the Company shall advance the amount of such payment to Executive, on an interest-free basis and shall indemnify and hold Executive harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such advance or with respect to any imputed income with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company’s control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority. (d) If, after the receipt by Executive of an amount advanced by the Company pursuant to Section 5(c), Executive becomes entitled to receive any refund with respect to such claim, Executive shall (subject to the Company’s complying with the requirements of Section 5(c)) promptly pay (in no more than five business days) to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by Executive of an amount advanced by the Company pursuant to Section 5(c), a determination is made that Executive shall not be entitled to any refund with respect to such claim and the Company does not notify Executive in writing of its intent to contest such denial of refund prior to the expiration of 30 days after such determination, then such advance shall be forgiven and shall not be required to be repaid and the amount of such advance shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid.

  • Additional Payment In addition to any Spousal Support, in the event of Divorce: (check one)

  • Additional Payments (i) Anything in this Agreement to the contrary notwithstanding, if it is determined that any payment, award, benefit or distribution (or any acceleration of any payment, award, benefit or distribution) by the Company or any entity which effectuates a change in control (or other change in ownership) to or for the benefit of Executive would be subject to the excise tax imposed by Section 4999 of the Code (“EXCESS PARACHUTE PAYMENTS”), or any interest or penalties are incurred by Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “EXCISE TAX”), then the Company shall pay to Executive an additional payment (a “GROSS-UP PAYMENT”) in an amount equal to that required to result in Executive receiving, after application of the Excise Tax, a net amount that would have been received hereunder had the Excise Tax not applied. (ii) Subject to clause (i), all determinations required to be made under this Section, including whether and when a Gross-Up Payment is required, the amount of such Gross-Up Payment and the assumptions to be used in arriving at such determinations, shall be made by a public accounting firm that is selected by the Board (the “ACCOUNTING FIRM”) which shall provide detailed supporting calculations both to the Company and Executive within 15 business days of the receipt of notice from the Company or Executive that there has been a Excess Parachute Payment, or such earlier time as is requested by the Company or Executive (collectively, the “DETERMINATION”). All fees and expenses of the Accounting Firm shall be borne solely by the Company and the Company shall enter into any agreement requested by the Accounting Firm in connection with the performance of the services hereunder. The Gross-Up Payment under SECTION 3.2(c) with respect to any Excess Parachute Payments made to Executive shall be made no later than 30 days following such Excess Parachute Payment. (iii) As a result of the uncertainty in the application of Section 4999 of the Code at the time of the Determination, it is possible that Gross-Up Payments which will not have been made by the Company should have been made (“UNDERPAYMENT”) or Gross-Up Payments will be made by the Company which should not have been made (“OVERPAYMENT”), consistent with the calculations required to be made hereunder. If Executive thereafter is required to make payment of any Excise Tax or additional Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code) shall be promptly paid by the Company to or for the benefit of Executive. If the amount of the Gross-Up Payment exceeds the amount necessary to reimburse Executive for his Excise Tax, the Accounting Firm shall determine the amount of the Overpayment that has been made and any such Overpayment (together with interest at the rate provided in Section 1274(b)(2) of the Code) shall be promptly paid by Executive to or for the benefit of the Company. Executive shall cooperate, to the extent his expenses are reimbursed by the Company, with any reasonable requests by the Company in connection with any contest or disputes with the Internal Revenue Service in connection with the Excise Tax. The Company shall in any event pay any Underpayment due to Executive no later than 15 days after the earlier of (A) the Company’s receipt of Executive’s notice of the amount of related taxes to be paid, or (B) Executive’s remittance of the related taxes to the applicable taxing authority; provided that any reimbursement required under this SECTION 3.2(c) of expenses incurred by Executive due to a tax audit or litigation addressing the existence or amount of a tax liability shall be paid no later than 15 days after the earlier of (X) Executive’s presentation of a statement of any such expense, or (Y) the taxes that are the subject of such contest are remitted to the applicable taxing authority, or where as a result of the audit or contest no taxes are remitted, the date on which the audit is completed or there is a final and nonappealable settlement or other resolution of the contest.

  • Closing Deliveries by Purchaser At the Closing, Purchaser shall deliver to Seller: (i) the Purchase Price by wire transfer in immediately available funds to the Purchase Price Bank Account; and (ii) the certificates and other documents required to be delivered pursuant to Section 6.02.

  • Deliveries by Purchaser At the Closing, Purchaser will deliver or cause to be delivered to Sellers the following: