Additional Purchase Consideration Sample Clauses

The Additional Purchase Consideration clause defines the terms under which a buyer may be required to pay extra amounts to the seller beyond the initial purchase price. Typically, this clause outlines specific conditions or performance targets—such as revenue milestones or profitability thresholds—that, if met after the transaction closes, trigger additional payments. This mechanism is often used in mergers and acquisitions to bridge valuation gaps or incentivize the seller to ensure a smooth transition and continued business success, thereby aligning the interests of both parties and managing risk related to future business performance.
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Additional Purchase Consideration. If the NOI for any year in which an installment of Deferred Consideration is due exceeds $1,000,000, (as finally determined pursuant to this Section 2.4) then twenty-five percent (25%) of the amount over and above and in excess of $1,000,000 shall be accrued as additional consideration and be paid to the Acquiree Shareholders according to the Shareholder Percentages at the same time as the payment of the Deferred Consideration under Section 2.4(b) hereof.
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Additional Purchase Consideration. In addition to the purchase price set forth in Section 1.6 above, Buyer shall deliver the following additional purchase consideration, if any, after the Closing (the “Additional Purchase Consideration”) based upon the financial performance of Buyer’s three branch offices that are the result of the Buyer’s purchase of the Purchased Assets under this Agreement. As used in this Section 1.7, “Operating Profit” shall mean the operating profit attributable to Buyer’s branch offices in Seattle, Washington, Portland, Oregon and Eugene, Oregon, which together are the result of the acquisition made by Buyer under this Agreement, and shall be calculated as the combined net profit of such three branch offices, calculated in accordance with Generally Accepted Accounting Principals (“GAAP”) consistently applied by Buyer, but excluding interest expense, income taxes and depreciation, and also excluding any allocation of corporate overhead and administrative expenses allocated from Buyer’s corporate organization over and above $180,000. The Shareholder and the Seller hereby acknowledge and agree that Buyer shall have the right but not the obligation to set-off any amount payable to Buyer by Seller or the Shareholder under this Agreement against any amount owed or payable by Buyer to Seller or the Shareholder under this Agreement, including, but not limited to, this Section 1.7, calculated in accordance with Section 9.5 hereof. For purposes of determining the Additional Purchase Consideration, the Operating Profit shall be measured for the period beginning on the day following the Closing Date and ending on June 30, 2006 and shall be payable as set forth below:
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Additional Purchase Consideration. As additional consideration for the Purchased Assets, Buyer will pay additional purchase consideration to the Seller following the Closing Date based on and contingent upon certain post-Closing financial performance beginning on the first day of the first full calendar month after the Closing (the “Additional Purchase Consideration”) as set forth in this section 1.7. (a) Buyer will pay Seller a variable contingent payment based on and contingent upon the financial performance of Buyer’s business unit that is comprised, after the Closing Date, solely of (i) those business activities conducted by Seller at its current location in Sacramento, California at and immediately prior to the Closing Date, which are being acquired pursuant to this Agreement and (ii) those business activities conducted by Buyer at its current location in Sacramento, California (collectively clauses (i) and (ii), the “Acquired Business Operations”). For purposes of this Agreement, the term “Acquired Business Operating Income Contribution” means the Operating Income (as defined by GAAP as applied by Buyer in operating its business) contribution attributable to the Acquired Business Operations before any allocation of Buyer’s corporate-level operations and administrative expenses, all as reasonably determined by Buyer using its normal accounting methodologies and processes, in accordance with Generally Accepted Accounting Principles (“GAAP”) and subject to review by Seller. For the purposes of determining Acquired Business Operating Income Contribution, the cost of amortization of assets (other than intangible assets) acquired pursuant to this Agreement will be considered an expense of the Acquired Business Operations but the cost of amortization of all intangible assets acquired pursuant to this Agreement will be excluded as an expense of the Acquired Business Operations. The Additional Purchase Consideration will be calculated and paid in two annual components - the first based on the first 12-month period following the Closing Date (the “First Year Measurement Period”) and the second based on the second 12-month period following the Closing Date (the “Second Year Measurement Period”), as set forth below.
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Additional Purchase Consideration. As additional consideration for the Purchase, the Buyer will pay additional purchase consideration to the Seller following the Closing Date based on and contingent upon certain post-Closing financial performance beginning on the first day of the first full calendar month after the Closing (the “Additional Purchase Consideration”) as set forth in this section 1.7.
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Additional Purchase Consideration. Purchaser shall pay Seller an additional Ten Million, Five Hundred Thousand and No/100 Dollars ($10,500,000.00) paid upon sale of homes or equivalent dwelling units evidenced by the sale of a home by the builder of that home to a homeowner as evidenced by the water meter no longer being in the homebuilder’s name within the Subject Territories (Schedule 2,3.2) after April 14,2005, to be paid as follows unless the Initial Payment Date has not occurred: (a) $2,500,000 paid upon the Sale of 2,500 Homes; and, (b) $3,750,000 at the Sale of an additional 2,500 Homes; and, (c) $4,250,000 at the Sale of an additional 5,000 Homes. If the Initial Payment Date has not occurred at the time that any payment in this section 2.3.2 becomes due and owing, such payment shall be deferred at GWR’s election and made at the time of payment of the Initial Purchase Price with interest at 7.5% annualized from the date such payment would have been due until the payment is made.
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Additional Purchase Consideration. In addition to the purchase price set forth in Section 1.6 above, Buyer shall deliver the following additional purchase consideration, if any, after the Closing (the “Additional Purchase Consideration”) based upon the financial performance of Buyer’s two branch offices that comprise a portion of the Purchased Assets as set forth in this Section 1.7. Additional Purchase Consideration shall be calculated by Buyer and paid by Buyer to Seller as provided for below. As used in this Section 1.7, “Operating Profit” shall mean the combined net operating profit attributable to Buyer’s branch offices in Albuquerque, New Mexico and El Paso, Texas, which together make up the acquired business that is the subject of this Agreement (the “Acquired Business”), and shall be calculated as the combined net profit of such two branch offices, calculated in accordance with Generally Accepted Accounting Principals (“GAAP”) consistently applied by Buyer, but excluding interest expense and income taxes, and also excluding any allocation of corporate overhead and administrative expenses allocated from Buyer’s corporate organization and all footnote disclosure ordinarily required under GAAP. The Shareholders and the Seller hereby acknowledge and agree that Buyer shall have the right but not the obligation to set-off any amount payable to Buyer by Seller or any Shareholder under this Agreement against any amount owed or payable by Buyer to Seller or Shareholders under this Agreement, including, but not limited to, this Section 1.7, calculated in accordance with Section 9.5 hereof. Asset Purchase Agreement 4
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Additional Purchase Consideration. In addition to the purchase price set forth in Section 1.6 above, Buyer shall deliver the following additional purchase consideration, if any, after the Closing (the “Additional Purchase Consideration”) based upon the financial performance of Buyer’s branch office that comprise a portion of the Purchased Assets as set forth in this Section 1.7. Additional Purchase Consideration shall be calculated by Buyer and paid by Buyer to Seller as provided for below. (a) As used in this Section 1.7, “Revenue” shall mean the net revenue attributable to Buyer’s branch office in Los Angeles, California, which makes up the acquired business that is the subject of this Agreement (the “Acquired Business”), and shall be calculated as the net revenue of such branch office, calculated in accordance with Generally Accepted Accounting Principals (“GAAP”) consistently applied by Buyer. Shareholder and the Seller hereby acknowledge and agree that Buyer shall have the right but not the obligation to set-off any amount payable to Buyer by Seller or Shareholder under this Agreement against any amount owed or payable by Buyer to Seller or Shareholder under this Agreement, including, but not limited to, this Section 1.7, calculated in accordance with Section 9.5 hereof. Asset Purchase Agreement
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Additional Purchase Consideration. If the NOI for any year in which an installment of Deferred Consideration is due exceeds $2,200,000 in the first such year, $2,200,000 in the second such year and $2,300,000 in the third such year, then twenty-five percent (25%) of the amount over and above and in excess of $2,200,000, $2,200,000 and $2,300,000 respectively shall be accrued as additional consideration and, within sixty (60) days of the anniversary of the Closing Date, be paid as additional consideration to those persons designated in Schedule 2.5 in the proportions described in that Schedule; provided, however, that to the extent excess NOI is carried forward or backward pursuant to the provisions of Section 2.2 hereof, Acquiree shall not be entitled to Additional Purchase Consideration attributable to such amounts. In the event that Additional Purchase Consideration is paid in year one or two and a shortfall occurs in year two or three and such Additional Purchase Consideration actually paid in year one or two is deemed unearned pursuant to this Section 2.5, due to Acquiree Shareholders decision to carry forward excess NOI pursuant to Section 2.2 hereof, RCM shall deduct such amount from the Deferred Consideration earned in year two or three.
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Related to Additional Purchase Consideration

  • Purchase Consideration The consideration payable in connection with a purchase transaction shall be debited from the appropriate deposit account of the Portfolio as of the time and date that funds would ordinarily be required to settle the transaction in the applicable market. The Custodian shall promptly recredit the amount at the time that the Portfolio or the Fund notifies the Custodian by Proper Instruction that the transaction has been canceled.

  • Additional Purchase Price Purchaser shall pay to the Sellers an additional amount determined as follows: (i) Purchaser shall pay the Sellers in cash an aggregate amount (collectively, the “Earnout Payment”) equal to (i) the product of (x) 0.75 (the “Multiplier”) multiplied by (y) the Forward EBITDA plus (ii) the positive difference, if any, resulting from (x) the Forward EBITDA minus (y) the TTM Adjusted EBITDA, provided that if the Forward EBITDA is less than the TTM Adjusted EBITDA by $350,000 or more, the Multiplier shall be reduced from 0.75 to 0.5 and provided, further, if the Forward EBITDA exceeds the TTM Adjusted EBITDA by more than $350,000, then the Multiplier shall be increased from 0.75 to 1.0. No later than 45 days after the end of the Earnout Period, the Purchaser shall provide the Sellers with a detailed written calculation together with all supporting documentation that the Sellers may reasonably request, including but not limited to billing invoices, employee time records and salary records and Purchase Orders, of the Forward EBITDA for the Earnout Period (“Purchaser’s Earnout Calculation”). (ii) The Purchaser’ Earnout Calculation shall be prepared in consultation with the Purchaser’s independent auditors. Subject to Section 11.6, Purchaser shall pay to Sellers an aggregate amount of cash equal to the Earnout Payment set forth on Purchaser’s Earnout Calculation within the later of (A) 60 days of the delivery of Purchaser’s Earnout Calculation or (B) the resolution of any dispute related thereto pursuant to this Section 2.3(b). (iii) If either Active Shareholder objects to Purchaser’s Earnout Calculation, he shall deliver a written notice to Purchaser to such effect no later than 5:00 p.m. Eastern Time on the tenth (10th) day following delivery of Purchaser’s Earnout Calculation (such notice, an “Earnout Disagreement Notice”) accompanied by (A) supporting documents, work papers, and other data setting forth in reasonable detail the basis for such Active Shareholder’s disagreement with Purchaser’s Earnout Calculation and (B) a certificate signed by such Active Shareholder certifying that the Earnout Disagreement Notice was delivered in accordance with this Section 2.3(b). Failure of the Active Shareholders to deliver a Disagreement Notice by such date and time shall be deemed to constitute final and conclusive acceptance of all parties hereto of the Earnout Payment set forth in Purchaser’s Earnout Calculation for purposes of this Agreement (iv) If an Active Shareholder timely provides an Earnout Disagreement Notice, the Purchaser and Active Shareholders shall attempt to resolve such disagreement in good faith through discussions and negotiations for a period of at least thirty (30) days. Following the expiration of such thirty (30) day period, either Purchaser or either Active Shareholder may submit the matter to a mutually-agreeable accounting firm as designated arbitrator, for final resolution. The amount of the Earnout Payment determined by such arbitrator shall be final and binding on all parties hereto. (v) In connection with the Earnout Payment, at the Closing, Purchaser shall issue an aggregate of 2,000 shares of Series G Preferred Stock of Purchaser (the “Preferred Stock”) with terms and conditions as set forth in a Certificate of Designation (the “Certificate of Designation”) substantially in the form of Exhibit B hereto (such shares of Preferred Stock, the “Earnout Shares”). Sellers agree that that, as and when Purchaser makes any payment required by this Section 2.3(b), a number of Earnout Shares equal to (A) the amount of such payment divided by (B) $1,000 (with any resulting fractional shares calculated to the nearest three decimal places) shall be automatically cancelled without further action. In the event of any such cancellation, Sellers agree to promptly return any certificate(s) representing Earnout Shares to be marked as “cancelled” (and if less than all Earnout Shares were cancelled, reissuance for the balance of the Earnout Shares that remain outstanding). If the Earnout Payment, as finally determined, is less than $2,000,000, any outstanding Working Capital Shares shall be cancelled upon such final determination. In the event of any redemption of Earnout Shares, the amount of the Earnout Payment owed by Purchaser pursuant to this Agreement shall be reduced by the amount of such redemption. In the event of any conversion of Earnout Shares into shares of Purchaser’s Common Stock, the amount of the Earnout Payment owed by Purchaser pursuant to this Agreement shall be reduced by the fair market value of the shares into which such Earnout Shares were converted (with the fair market value deemed to be as the lowest closing trading price for the thirty days following conversion).

  • Cash Purchase Price The term "Cash Purchase Price" shall have the meaning set forth in Section 2.3(a).

  • Initial Purchase Price (a) Prior to Closing, the Company shall prepare (and, if requested by Purchaser, in consultation with Purchaser), and at least four Business Days prior to the Closing Date, the Company shall deliver to Purchaser, a written statement (the “Closing Statement”) setting forth: (i) the Company’s good faith estimate and supporting calculations of (I) the Cash Amount (the “Estimated Cash Amount”), (II) the Net Working Capital (the “Estimated Net Working Capital”), (III) the Indebtedness Amount (the “Estimated Indebtedness Amount”) and (IV) the Transaction Expenses Amount (the “Estimated Transaction Expenses Amount”); (ii) payment instructions for the payment of the Closing Consideration; (iii) a list of and, as applicable, payment instructions for the payment of, each of the Transaction Expenses included in the Estimated Transaction Expenses Amount; and (iv) the calculation of the Initial Purchase Price and Closing Consideration derived therefrom. (b) During the preparation of the Closing Statement (if requested by Purchaser) and after the delivery of the Closing Statement, Purchaser and its Representatives shall have a reasonable opportunity to review and to discuss with the Company and its Representatives (a) the Company’s and its Subsidiaries’ working papers and the working papers of the Company’s independent accountants, if any, relating to the preparation of the Closing Statement and the calculation of the Estimated Cash Amount, Estimated Net Working Capital, Estimated Indebtedness Amount and Estimated Transaction Expenses Amount and (b) the relevant books and records of the Company and its Subsidiaries relating to the Cash Amount, the Net Working Capital, the Indebtedness Amount or the Transaction Expenses Amount; and the Company and its Representatives shall reasonably assist Purchaser and its representatives in their review of the Closing Statement and the preparation thereof and reasonably cooperate with respect thereto. In the event Purchaser notifies the Company in writing prior to the Closing that it disputes any amount set forth in the Closing Statement, Purchaser and the Company shall cooperate in good faith to resolve any such dispute as promptly as practicable prior to the Closing Date. If, prior to the Closing, Purchaser and the Company agree in writing to any component on the Closing Statement, then such components of the Closing Statement shall be modified as so agreed. The Closing shall not be delayed if Purchaser and the Company are unable, after any such cooperation, to agree on all of the components of the Closing Statement and, except as otherwise agreed to by Purchaser and the Company in writing, the parties shall use the Closing Statement as delivered by the Company for purposes of determining the Closing Consideration (without limiting any of the provisions of this Agreement, including Article II). (c) From 12:00 a.m. on the Closing Date and until the Closing, the Company shall not, and shall not permit any of its Subsidiaries to, make any dividend or distributions of Cash or incur any Indebtedness or Transaction Expenses (other than as a result of the Financing or as already fully reflected in the Closing Statement) or use any Cash to pay any Transaction Expenses or to repay any Indebtedness. If, as a result of a breach by the Company of any of its covenants contained in this Section 1.02(c), Cash, Transaction Expenses or Indebtedness shall have changed between 11:59 p.m. on the day immediately preceding the Closing Date and the time immediately preceding the Closing, then any such changes shall be included in the calculation of Cash Amount, Transaction Expenses Amount and/or Indebtedness Amount (as the case may be) for purposes of the Closing Statement. (d) For purposes of this Agreement,

  • Additional Purchases Stockholder agrees that any shares of capital stock of the Company that Stockholder purchases or with respect to which Stockholder otherwise acquires beneficial ownership after the execution of this Agreement and prior to the Expiration Date ("New Shares") shall be subject to the terms and conditions of this Agreement to the same extent as if they constituted Shares.