Additional Purchase Price Payments Clause Samples

Additional Purchase Price Payments. (i) In the event that the Portland Closing Date occurs either prior to or on the Closing Date, on the Closing Date Purchaser shall pay to Seller the Combined Payment Amount; and (ii) In the event that the Portland Closing Date occurs after the Closing Date, on the Portland Closing Date Purchaser shall pay to Seller the Combined Payment Amount. All payments made pursuant to this Section 1.05(b) shall be paid by wire transfer of immediately available United States funds to such account as Seller may reasonably direct by written notice delivered to Purchaser by Seller at least two (2) Business Days before the applicable closing date.
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Additional Purchase Price Payments. If the Closing hereunder has occurred, then: (i) In the event that the Puget Closing Date occurs prior to the Portland Closing Date, on the Puget Closing Date Purchaser shall pay to Seller the Puget Payment Amount; (ii) In the event that the Portland Closing Date occurs prior to the Puget Closing Date, on the Portland Closing Date Purchaser shall pay to Seller the Portland Payment Amount; and (iii) On the Final Closing Date, Purchaser shall pay to Seller the Combined Payment Amount. All payments made pursuant to this Section 1.05(b) shall be paid by wire transfer of immediately available United States funds to such account as Seller may reasonably direct by written notice delivered to Purchaser by Seller at least two (2) Business Days before the applicable closing date.
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Additional Purchase Price Payments. (a) Subject to the terms and conditions set forth in this Section 1.5, Purchaser shall make the following additional payments, if any, to the Seller in consideration for the Interests and Assets, which payments shall be in addition to the Purchase Price (any such additional payment is referred to herein as an "Additional Purchase Price Payment"), as follows: (i) if the aggregate EBITDA (as defined below) of the Subsidiaries equals or exceeds U.S.$*** during calendar year 1999, Purchaser shall pay to the Seller an Additional Purchase Price Payment of $*** for each dollar of aggregate EBITDA between U.S.$*** and U.S.$***, for a possible Additional Purchase Price Payment of U.S.$20,000,000; (ii) for each additional U.S.$*** of aggregate EBITDA of the Subsidiaries during calendar year 1999 above U.S.$***, Purchaser shall pay to the Seller an Additional Purchase Price Payment in the amount of $5,000,000; provided that such Additional Purchase Price Payments under this clause (ii) shall not exceed $15,000,000; (iii) provided that if any amount is owing pursuant to Section 1.5(a)(i) or 1.5(a)(ii) above, Purchaser shall pay to the Seller an Additional Purchase Price Payment equal to that amount of interest (at 4% per annum) that would have accrued on the Additional Purchase Price Payments payable pursuant to Sections 1.5(a)(i) and (ii) above, if any, had the Earn-Out Note for such Additional Purchase Price Payments been issued on January 1, 2000, which amount shall be added to the principal of the Earn-Out Note on the date of issuance; (iv) provided that if any amount is owing pursuant to Section 1.5(a)(i) or (ii) above, Purchaser shall pay to the Seller an Additional Purchase Price Payment equal to that amount of interest (at 8% per annum) that would have accrued on the Additional Purchase Price Payments payable pursuant to Sections 1.5(a)(i) and (ii) above, if any, had the Earn-Out Note for such Additional Purchase Price Payments been issued on January 1, 2000, which Additional Purchase Price Payment shall be paid in cash at the time of issuance of the Earn-Out Note as provided below; (v) if, due to application of the installment sale rules of the United States Internal Revenue Code of 1986, as amended (the "Code"), the determination of the Additional Purchase Price Payments pursuant to clauses (i) and (ii) above causes the gross profit percentage attributed to the payments of Purchase Price reported by the Seller for federal income tax purposes as income receiv...
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Additional Purchase Price Payments. Subject to the terms and ---------------------------------- conditions set forth in this Section 1.8, Purchaser shall make additional payments to QDS (or, if QDS no longer exists, to Endeavor) in consideration for the Assets and in addition to the Purchase Price (each such additional payment being an "Additional Purchase Price Payment"), as follows: (a) If Revenues (as defined below) equal or exceed $16,000,000 during the calendar year 1999, Purchaser shall pay an Additional Purchase Price Payment of $1,000,000; (b) In addition to the Additional Purchase Price Payment set forth in Section 1.8(a) above, if the Revenues equal or exceed $17,000,000 but are less than or equal to $20,000,000, Purchaser shall pay an Additional Purchase Price Payment equal to $1,000,000 multiplied by the number of $1,000,000 increments by which Revenues exceed $16,000,000, during calendar year 1999; and (c) In addition to the Additional Purchase Price Payments set forth in Sections 1.8(a) and (b) above, if Revenues equal or exceed $20,300,000 during the calendar year 1999, Purchaser shall pay an Additional Purchase Price Payment of $1,000,000. As used in this Section 1.8, the term "Revenues" shall mean all revenues of the Business (as it exists on the date hereof and net of any subsequent acquisitions by Purchaser) recognized by the Purchaser in accordance with generally accepted accounting principles ("GAAP"). No later than March 31, 2000, Purchaser shall cause to be prepared in accordance with GAAP and delivered to Endeavor an income statement of the Business for the year ended December 31, 1999. Payment of all Additional Purchase Price Payments calculated by the Purchaser to be due shall be made by wire transfer simultaneously with the delivery of such income statement. At Purchaser's expense, prior to the date of delivery such income statement shall be reviewed, and the achievement of the goals, or the failure to achieve the goals, set forth in this Section 1.8 shall be verified by, KPMG Peat Marwick LLP (or such other national accounting firm chosen by Purchaser). Endeavor and, on Endeavor's behalf, Ernst & Young, LLP (or such other national accounting firm chosen by Endeavor) shall have the right at reasonable times during normal business hours at any time commencing on the date of receipt of the income statement delivered pursuant to this Section 1.8 and ending 60 days thereafter to inspect the books and records of Purchaser in order to confirm the information set forth in...
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Additional Purchase Price Payments. (a) Subject to Section 13.2(d) and the other terms and conditions set forth in this Agreement, the Buyer shall, after the Closing Date, make the payments set forth in Section 2.2(b) or 2.2(c) (each, an "Additional Purchase Price Payment") for each of the calendar years ended December 31, 2003, 2004, 2005 and 2006 (each such year, an "Additional Purchase Price Payment Period") to each of the Sellers. (b) The Buyer shall pay to the Sellers an Additional Purchase Price Payment for each Additional Purchase Price Payment Period calculated as set forth in this Section 2.2(b); provided, however, that if any of the events set forth in Section 2.2(c) shall occur or otherwise become applicable, the Buyer shall make payments to the Eligible Sellers in accordance with Section 2.2(c) in place of payments pursuant to this Section 2.2(b).
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Additional Purchase Price Payments. (a) Additional purchase price payments will be made by Hemocare within 30 days after the end of each calendar quarter in the amount of 5% of "Sales" of the Software. "Sales" shall be calculated as the gross proceeds received by Hemocare for the license or sale of Software or any module thereof less deductions from such proceeds for any returns. The pricing of the Software shall be determined by Hemocare. No additional purchase price payments will be paid on hardware, implementation, installation, support and similar services or on computer software developed by Hemocare or any third party (other than the Third Party Licensee). In the event Hemocare sells the Software with other goods or services the Software will be priced separately, Payments of additional purchase price will be made on all Software sold during a period of five years commencing on the date FDA Clearance is received for the Donor Software.
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Additional Purchase Price Payments. In addition to the Upfront Payments, Purchaser shall pay to Seller, subject to the terms and conditions of the Services Agreement, certain additional purchase price payments (the “Additional Purchase Price Payments”) as set forth in the Services Agreement. [NTD: Parties to discuss what portion of the Additional Purchase Price Payments set forth in the Services Agreement should count towards “Purchase Price.”]8
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Additional Purchase Price Payments. In addition to the Upfront Payment, Deluxe shall pay to Sony additional annual payments derived from the Core Services performed for Sony by Deluxe and the Core Services performed for third parties by Deluxe, in each case as calculated below (“Additional Purchase Price Payments”), guaranteed minimum amounts of which are as follows: Year 1: $4.0 million (“Year 1 Minimum Offset”) Year 2: $4.0 million (“Year 2 Minimum Offset”) Year 3: $3.0 million (“Year 3 Minimum Offset”) Year 4: $3.0 million (“Year 4 Minimum Offset”) Year 5: $2.3 million (“Year 5 Minimum Offset”) Calculation of Additional Purchase Price Payments with respect to Core Services performed for Sony by Deluxe is as follows: Years 1 and 2 - 15% of all of Deluxe's revenues from the Core Services performed for Sony. Years 3 and 4 - 10% of all of Deluxe's revenues from the Core Services performed for Sony. Year 5 and any extended years – 7.5% of all of Deluxe's revenues from the Core Services performed for Sony. Calculation of Additional Purchase Price Payments with respect to Core Services performed for third parties by Deluxe is as follows: Years 1 through 5 and any extended years – 12.5% of all of Deluxe’s revenues from the Core Services performed for third parties that were sourced by Sony, whether performed at the On-Lot Premises or otherwise. If performed off-lot, the parties will agree in advance if such services will be included in the calculation of Additional Purchase Price Payments. Years 1 through 5 and any extended years - 10% of all of Deluxe's revenues from the Core Services performed for third parties that were not sourced by Sony, to the extent performed at the On-Lot Premises.
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Additional Purchase Price Payments 
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Related to Additional Purchase Price Payments

  • 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).

  • Purchase Price Payments (a) On each Payment Date, on the terms and subject to the conditions of this Agreement, the Initial Purchaser shall pay to KBK the Purchase Price for the Receivables and Related Assets to be purchased on such day by (i) making a cash payment to or at the direction of KBK to the extent that the Initial Purchaser has cash available to make such payment pursuant to SECTION 3.3, and (ii) automatically increasing the principal amount outstanding under the Purchaser Note issued to KBK by the amount of the excess, if any, of the Purchase Price to be paid to KBK for such Receivables and Related Assets OVER the amount of any payment made on such day pursuant to CLAUSE (I) next above. (b) On each Payment Date, the Initial Purchaser shall reduce the Purchase Price payable to KBK for the Receivables and Related Assets that the Initial Purchaser is to purchase on such day by an amount (the "PURCHASE PRICE ADJUSTMENTS") equal to the difference between (i) the sum of (A) the Dilution Adjustment (as defined in SECTION 3.5(B)), if any, for the immediately preceding Business Day, PLUS (B) the Noncomplying Receivables Adjustment (as defined in SECTION 3.5(A)), if any, for the immediately preceding Business Day, MINUS (ii) the amount of any payments that the Initial Purchaser shall have received on the immediately preceding Business Day on account of Collections due with respect to Noncomplying Receivables that have been included in an Purchase Price Adjustment previously deducted or paid in accordance with this SECTION 3.1. (c) If the Purchase Price Adjustments on any Payment Date exceed the Purchase Price payable by the Initial Purchaser to KBK on such day, then the principal amount of the Purchaser Note shall be automatically reduced by the amount of such excess; PROVIDED, that if the Purchaser Note has been reduced to zero, then KBK shall pay to the Initial Purchaser in cash the amount of such Purchase Price Adjustments on the next succeeding Business Day; and PROVIDED FURTHER, HOWEVER, that at any time (y) when a Liquidation Event or Unmatured Liquidation Event exists or (z) on or after the Purchase Termination Date, the amount of any such credit shall be paid by KBK to the Initial Purchaser by deposit in immediately available funds into the Collection Account for application by Servicer to the same extent as if Collections of the applicable Receivable in such amount had actually been received on such date.

  • Purchase Price Payment The total Purchase Price for the Property is the amount of the successful bid for the parcel at public auction.

  • Post-Closing Purchase Price Adjustment 1.9.1 Within ninety (90) days following the Closing Date, Seller shall prepare, or cause to be prepared, and deliver to Purchaser a statement (the “Closing Net Working Capital Statement”) which shall set forth the Net Working Capital of the Newsprint Business and of Apache as of the Closing Time (which shall be set forth separately for each of the Newsprint Business and Apache, but as aggregated shall be referred to as the “Closing Net Working Capital”) and shall be prepared in accordance with Seller’s past accounting methods, policies, practices and procedures and in the same manner, with consistent classification and estimation methodology, as the Financial Statements were prepared, except that the Excluded Assets and the Newsprint Retained Obligations shall be excluded. The Closing Net Working Capital Statement may not be amended by Seller after it is delivered to Purchaser. 1.9.2 Purchaser shall, within thirty (30) days after the delivery of the Closing Net Working Capital Statement to it, complete its review of the Closing Net Working Capital reflected on the Closing Net Working Capital Statement. If Purchaser wishes to dispute the Closing Net Working Capital, Purchaser shall notify Seller in writing in reasonable detail of such disagreement and any reason therefore (“Purchaser’s Objection”), setting forth a specific description of the basis of Purchaser’s Objection and the adjustments to the Closing Net Working Capital that Purchaser believes should be made, on or before the last day of such thirty (30) day period, which Purchaser’s Objection may not be amended by Purchaser after it is delivered to Seller (except to withdraw any such Purchaser’s Objection). Any items on the Closing Net Working Capital Statements not disputed in Purchaser’s Objection shall be irrevocably deemed to be accepted by Purchaser. Seller shall then have thirty (30) days to review and respond to Purchaser’s Objection. If Seller and Purchaser are unable to resolve all of their disagreements with respect to the determination of the foregoing items within thirty (30) days following Seller’s receipt of Purchaser’s Objection (the “Negotiation Period”), they shall refer their remaining differences to a mutually agreeable independent accounting firm of national recognition (other than an independent accounting firm utilized by any of Seller, Apache or Purchaser or any Affiliate of any of the foregoing within the past three (3) years) acceptable to both Seller and Purchaser or if Seller and Purchaser are unable to agree as to such third party accounting firm within ten (10) days after the conclusion of the Negotiation Period, either Seller or Purchaser may request that the Chairman of the American Arbitration Association (or the nominated representative of the Chairman) appoint a third party accounting firm meeting the aforementioned requirements to resolve the dispute (the accounting firm selected being referred to as the “CPA Firm”), who shall determine, only with respect to the remaining differences so submitted, whether and to what extent, if any, the Closing Net Working Capital requires adjustment. The procedure and schedule under which any dispute shall be submitted to the CPA Firm shall be as follows: (a) Within ten (10) days after the later of (i) the end of the Negotiation Period and (ii) the selection of the CPA Firm, Purchaser shall submit any unresolved elements of the Purchaser’s Objection to the CPA Firm in writing (with a copy to Seller), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute a withdrawal by Purchaser of the Purchaser’s Objection with respect to any unresolved element to which such failure relates. (b) Within fifteen (15) days following Purchaser’s submission of the unresolved elements of the Purchaser’s Objection as specified in sub-clause (a) above, Seller shall submit its response to the CPA Firm in writing (with a copy to Purchaser), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute an acceptance by Seller with respect to any unresolved elements to which such failure relates. (c) The CPA Firm shall deliver its written determination to Purchaser and Seller no later than the thirtieth (30th) day after the remaining differences underlying Purchaser’s Objection are referred to the CPA Firm, or such longer period of time as the CPA Firm determines is necessary.

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