Contingent Price Sample Clauses

A Contingent Price clause defines a payment amount that is dependent on the occurrence of specific events or conditions. In practice, this means the final price may increase or decrease based on factors such as project milestones, regulatory approvals, or performance targets being met. This clause is used to allocate risk and incentivize performance by tying payment to outcomes that are uncertain at the time of contract signing.
POPULAR SAMPLE Copied 1 times
Contingent Price. If the Tax Event occurs in any moment following the date hereof, the Buyer shall pay to the Seller, and the Seller shall be entitled to receive from the Buyer, as additional consideration in respect of the sale and purchase of 100% of the Shares of Towers Spain, an amount (the “Contingent Price”) calculated as detailed in Schedule 5, being the positive difference between the corporate income tax depreciation charges deducted by Towers Spain in the fiscal years (not statute-barred) in which it was not Taxed within the same Corporate Income Tax group as TME or the Seller, based on the current Tax basis of its assets and those that would be deducted in said fiscal years if, as a consequence of a Tax inspection regularizing the Tax effects of the spin-off of its towers business into Towers Spain that took place in 2016 (the “Spin-off”), TME were required to declare a taxable capital gain based on the market value of those assets at the time of the Spin-off (the “Step Up”).
View SourceView Similar (2)
Contingent Price. To the extent that the Base Price does not equal or exceed $1,500,000, the amount of such deficiency shall be payable by the Buyer to the Seller. The contingent price shall be equal to the net difference between $1,500,000 and the Base Price ("Contingent Price"). Said Contingent Price shall be payable over an earn-out period of two (2) years beginning at Closing. The threshold amount for each of the two (2) years shall be the Seller's Consolidated Gross Profit calculated on the trailing twelve months, which calculation shall be made in the same manner as the Base Price (the "Threshold Amount"). One half of the total Contingent Price shall be payable in each year of the two (2) year pay out period as adjusted for the Threshold Amount. The amount paid will be proportionate to the amount achieved as a percentage of the Threshold Amount up to the full Contingent Price payable in that year. The amount paid may be reduced proportionately if the Threshold Amount is not met. In the event that in the future the Seller's Gross Profit exceeds the Threshold Amount, then the Buyer shall adjust such deficiency payments upward in the same proportion that Gross Profit exceeded the Threshold Amount, not to exceed any uncured payment reductions pursuant to the previous sentence. See Example provided in Exhibit F. In addition, if on a cumulative basis the total Consolidated Gross Profit for the two (2) year earn-out period exceeds the cumulative Threshold Amount for that same period, then the Contingent Price will be prorated upward proportionate to such overage. Any such additional contingent price will be paid within sixty (60) days from conclusion of the earn-out term. In no event, shall such additional contingent payment cause the total of Base Price and Contingent Price to exceed $2,000,000. Gross Profit shall be defined as Gross Revenues minus only: sales discounts and allowances and wages paid to temporary workers. It is intended that Gross Profit be the difference between revenue and the cost of providing a service, before deducting overheads, payroll, taxation, and interest/factoring payments.
View SourceView Similar (2)
Contingent Price. In addition to the Base Price, Buyer shall pay to ---------------- Sellers, in the manner set forth in Section 1.07 hereof, an additional, contingent amount (the "Contingent Price") in the form of an earnout (the "Earnout"), but only if and to the extent Buyer is obligated to pay such Earnout pursuant to the following procedures: (a) The Earnout shall be payable in a maximum of three annual payments (each an "Earnout Payment"), each due, respectively, 15 days after an Anniversary Payment Date; provided, however, that no Earnout Payment shall be -------- ------- due and payable on the respective Anniversary Payment Date unless the revenues for products and services related to the Assets, or products and services resulting from technology derived from the Assets (collectively, "Asset-Related Revenues") generated during the 12-month period ending on each such Anniversary Payment Date exceed, the following target amounts (each a "Target Revenue Amount"): (i) $3,000,000, prior to the first Anniversary Payment Date; (ii) $5,000,000, between the first and second Anniversary Payment Date, and (iii) $7,000,000, between the second and third Anniversary Payment Date. Excluded from the provisions of Section 1.06(a) are revenues derived from additional products/enhancements created due to Buyers additional investments and development, for which license and periodic maintenance fees are charged in addition to those normally charged present customers for the Asset- Related products and services, and which are not incremental adjustments to Asset-Related revenues for product and service fees. (b) In the event the Asset-Related Revenues exceed the Target Revenue Amount with respect to a particular Anniversary Payment Date, an Earnout Payment shall be due and payable by Buyer in an amount equal to the lesser of (i) 5% of the portion of such Asset-Related Revenues in excess of such Target Revenue Amount or (ii) $300,000, with respect to the first Anniversary Payment Date, $500,000, with respect to the second Anniversary Payment Date, and $700,000, with respect to the third Anniversary Payment Date. The Earnout Payments are to be computed independently, such that any or all of the three Earnout Payments may or may not be paid, depending on achievement of the specified level of Asset Related Revenues for the relevant periods. However, if the average of the daily NASDAQ closing prices of a share of Buyer Common Stock during the last 20 consecutive trading days immediately prior...
View Source
Contingent Price. Buyer shall pay Sellers the following amounts (“Contingent Price”) within 30 days of the end of applicable Counting Year (as defined in Section 2.(d)(1)) and provide Sellers with a statement showing the computation by which the amount payable was determined: (1) The Applicable Percentage times 50% of the excess, if any, of the sum of the Gross Profit (as defined in Section 2.(d)(2)) minus Applicable Depreciation (as defined in Section 2.(d)(5)) minus the Base (as defined in Section 2.(d)(6)) for the first Counting Year (as defined in Section 2.(d)(1)) after the Closing Date; provided in no event shall the amount payable by Buyer (i) pursuant to Section 2.(a), (b) and (c)(1) exceed the Cap (as defined in Section 2.(d)(7)); and (ii) unless the Principal Shareholders are employed by or consultants to the Company in an active management role during the entire first Counting Year; provided further the requirement of Section 2.(c)(1)(ii) shall not be applicable if (A) either of the Principal Shareholders’ employment or consultancy is terminated during the first Counting Year by Buyer for reasons other than Cause (as defined in Section 2.(d)(9)); (B) either of the Principal Shareholders dies (and the remaining Principal Shareholder remains employed or consulting as applicable unless he too dies or is Disabled during the first Counting Year); or (C) either of the Principal Shareholders is Disabled (as defined in Section 2.(d)(10)) (and the remaining Principal Shareholder remains employed or consulting as applicable unless he too dies or is Disabled during the Counting Year). (2) The Applicable Percentage times 50% of the excess, if any, of the sum of the Gross Profit minus Applicable Depreciation minus the Base for the second Counting Year after the Closing Date; provided in no event shall the amount payable by Buyer (i) pursuant to Section 2.(a), (b), (c)(1) and (c)(2) exceed the Cap; and (ii) unless the Principal Shareholders are employed by or consultants to the Company in an active management role during the entire second Counting Year; provided further the requirement of Section 2.(c)(2)(ii) shall not be applicable if (A) either of the Principal Shareholders’ employment or consultancy is terminated by Buyer during the second Counting Year for reasons other than Cause; (B) either of the Principal Shareholders dies (and the remaining Principal Shareholder remains employed or consulting as applicable unless he too dies or is Disabled during the second Counting Y...
View Source

Related to Contingent Price

  • Contingent Payment (a) In the event that Purchaser consummates a Change of Control Transaction prior to the second anniversary of the Closing Date (a “Qualifying Sale Transaction”), then Seller shall be entitled to receive a payment in an amount equal to twenty percent (20%) of the Net Sale Proceeds, valuing any non-cash consideration included in the Net Sale Proceeds at fair market value (as determined in good faith by the board of directors of Purchaser) (such payment, the “Contingent Payment”), payable in accordance with the provisions of this Section 2.7. (b) No later than five (5) days following the final determination of the Qualifying Sale Proceeds pursuant to the post-closing purchase price adjustment provisions of the definitive agreement for such Qualifying Sale Transaction (the “Qualifying Sale Agreement”) Purchaser shall deliver to Seller, along with reasonable supporting documentation, a statement setting forth in reasonable detail Purchaser’s good faith calculation of the Net Sale Proceeds and the resulting Contingent Payment (the “Contingent Payment Statement”). Purchaser’s calculation of the Contingent Payment set forth in the Contingent Payment Statement shall be final and binding for all purposes of this Agreement unless Seller delivers to Purchaser a written objection to such calculation within twenty (20) days following the date of delivery of the Contingent Payment Statement setting forth in reasonable detail Seller’s basis for its objection. In the event that Seller timely submits any such written objection, then Purchaser and Seller shall negotiate in good faith to resolve their dispute with respect to the calculation of the Contingent Payment; provided, that if such dispute is not resolved within twenty (20) days after delivery of such written objection, then the dispute resolution provisions of Section 2.4(b) shall apply, mutatis mutandis. (c) No later than three (3) Business Days after final determination of the amount of the Contingent Payment pursuant to Section 2.7(b), Purchaser shall pay to Seller the Contingent Payment by wire transfer of immediately available funds to the bank account designated by Seller at least one (1) Business Day prior to the end of such three (3) Business Day period; provided, that in the event that any portion of the consideration to be received by Cerberus pursuant to such Qualifying Sale Transaction (i) is subject to any escrow, holdback or other contingency, then the proportionate amount of the Contingent Payment shall be withheld and not paid to Seller unless, until and only to the extent that such portion of Cerberus’s consideration is released to Cerberus from any such escrow or holdback, or such contingency lapses or is satisfied (or any portion of the amounts withheld in respect of such contingency is distributed to the limited partners or other investors of Cerberus), as applicable, and (ii) is non-cash consideration, then the Contingent Payment shall be made in the same proportion of cash and non-cash consideration as the proportion of cash and non-cash consideration comprising the Qualifying Sale Proceeds; provided further that, to the extent receipt of any non-cash consideration would cause Seller or any of its Affiliates to be bound by, or otherwise subject to, any noncompetition, nonsolicitation or other material restrictive covenant (other than a customary confidentiality covenant, and expressly excluding any shareholder restrictions on transfer that apply equally to Cerberus), Seller instead shall be entitled to receive from Purchaser cash with a value equivalent to such non-cash consideration, valuing such non-cash consideration at fair market value (as determined in good faith by the board of directors of Purchaser). (d) Notwithstanding anything to the contrary in this Section 2.7 or otherwise, but subject to any rights Seller or any of its Affiliates may have under the Ancillary Agreements, (i) Seller shall have no rights with respect to any Change of Control Transaction, Qualifying Sale Transaction or Qualifying Sale Agreement (including, without limitation, no information rights or rights to object or consent to any such transaction or agreement) other than the rights expressly set forth herein to receive the Contingent Payment if and when payable pursuant to the terms of this Section 2.7 and (ii) Purchaser shall not be permitted in connection with any Qualifying Sale Transaction to bind Seller or any of its Affiliates to sell any equity interests to, or to make any agreement, covenant or restriction with or in favor of, any third party.

  • Contingent Payments (a) In addition to the Purchase Price to be paid at Closing, upon satisfaction of the conditions set forth in this Section 5, Buyer will make payments ("Contingent Payments") to Seller based upon 10% of the gross receipts as accrued by Buyer that exceed $7,500,000 during an Earnout Period (the "Annual Threshold") as a result of the sale of products and services that use or are based, in whole or in part, on the intellectual property transferred by Seller to Buyer (the "Ongoing Business"). An "Earnout Period" is a 12-month period. The first Earnout Period will commence on the first day of the calendar month following the Closing Date. The Contingent Payment may be payable for up to five Earnout Periods. The maximum amount of Contingent Payment payable by Buyer to Seller, during all Earnout Periods together, is $2,200,000. (b) Subject to the credit described in the last sentence of this Section 5(b) and the aggregate maximum amount described in Section 5(a), the Contingent Payments following the Closing Date, will be made in cash on a quarterly basis during the first three quarters of each Earnout Period using $1,875,000 as the quarterly threshold gross revenue target. The amount of the final quarterly payment will be determined using the Annual Threshold and the actual annual gross revenues during such Earnout Period and will subtract any quarterly payments previously made for such year. If at the end of each Earnout Period (other than the first Earnout Period) it is determined that the sum of the quarterly payments for such Earnout Period exceeds the actual payment due as determined on an annual basis ("Excess Payments"), such Excess Payments may be retained by the Seller, but will be credited against amounts due in future Earnout Periods. (c) The Contingent Payment, if any, due to Seller for the first quarterly period of the first Earnout Period shall be paid to Seller. The first $200,000 of Contingent Payments due to Seller for the second and subsequent quarterly periods (the "Holdback Amount") will be held by Buyer in a segregated interest bearing account and may be unconditionally released, upon five (5) days advanced written notice to Seller describing such liabilities, to compensate Buyer for any liabilities of Seller to Buyer under this Agreement and to compensate Buyer for any Excess Payments made during the first Earnout Period. The amount, if any, of the Holdback Amount remaining at the end of the ninth earnout quarter will be paid to Seller on such date. (d) In the event the net working capital as of the Closing Date of the Ongoing Business is less than $(658,000) (the "Target Number"), then Buyer shall be entitled to offset the amount of the difference against any Contingent Payments payable in accordance with this Section 5, thereby reducing the Contingent Payments payable and the maximum amount of Contingent Payments payable by the difference. In the event the net working capital as of the Closing Date is more than the Target Number, then Seller shall be entitled to an increase in the amount of the Contingent Payments payable at the end of the first Earnout Period in accordance with this Section 5 equal to the amount in excess of the Target Number, thereby increasing the maximum amount of Contingent Payments payable by the difference. Net working capital shall be the sum of accounts receivable and inventory minus accounts payable, accrued liabilities, and unearned revenue. (e) Any amounts paid by Buyer to Seller hereunder shall be used first to satisfy any claims for payment made by any third party against Seller.

  • Agreement Price The "Agreement Price" shall be the higher of (a) the fair market value of the Shares to be purchased determined in good faith by the Board of Directors of the Company and (b) the original exercise price of the Shares to be purchased.

  • Settlement Price For any Valuation Date, the per Share volume-weighted average price as displayed under the heading “Bloomberg VWAP” on Bloomberg page ATSG <equity> AQR (or any successor thereto) in respect of the period from the scheduled opening time of the Exchange to the Scheduled Closing Time on such Valuation Date (or if such volume-weighted average price is unavailable, the market value of one Share on such Valuation Date, as determined by the Calculation Agent). Notwithstanding the foregoing, if (i) any Expiration Date is a Disrupted Day and (ii) the Calculation Agent determines that such Expiration Date shall be an Expiration Date for fewer than the Daily Number of Warrants, as described above, then the Settlement Price for the relevant Valuation Date shall be the volume-weighted average price per Share on such Valuation Date on the Exchange, as determined by the Calculation Agent based on such sources as it deems appropriate using a volume-weighted methodology, for the portion of such Valuation Date for which the Calculation Agent determines there is no Market Disruption Event.

  • Contingent Consideration (a) The Vendors shall be entitled to be paid by the Purchaser the earn-out payments (the “Earn-Out Payments”), as additional consideration for the sale and transfer of the Purchased Shares, based on the achievement of the Earn-Out Milestones in accordance with the terms set out in Schedule 2.8.1(A). The Parties acknowledge that the Earn-Out Payments are intended to be adjustments to the Purchase Price of the Purchased Shares to reflect the underlying goodwill of the Business, the value of which cannot be accurately determined by the Parties on or before Closing Date. (b) In addition, the Vendors shall be entitled to be paid by the Purchaser royalties and sharing payments (the “Royalties”), as additional consideration for the sale and transfer of the Purchased Shares, in accordance with the terms set out in Schedule 2.8.1(B), and as further delineated therein. (c) The determination of whether any Earn-Out Payments or Royalties are payable shall be based on the terms of this Section 2.8, the applicable Schedule (2.8.1(a) or 2.8.1(b)) and the applicable terms of this Agreement. (d) All Earn-Out Payments and Royalties due and owing to the Vendors shall only be payable in cash, such payment to be in US dollars. (e) Any agreed Contingent Consideration shall be payable to the Paying Agent, by wire transfer of immediately available funds to the account specified by the Paying Agent, to the Purchaser, for distribution by the Paying Agent amongst the Vendors in accordance with their respective Designated Percentages. (f) The Vendors’ Delegate shall invoice the Purchaser for any Earn-Out Payments and Royalties payable once the amount of any such Earn-Out Payments and/or Royalties have been finally determined in accordance with the terms of this Section 2.8. If any portion of any Earn-Out Payments and/or Royalties remains to be determined by the Parties or is subject to dispute in accordance with the terms of this Section 2.8, the Parties acknowledge that the Vendors’ Delegate shall be entitled to issue an invoice for any portion of such Earn-Out Payments and/or Royalties that do not remain to be so determined. For the avoidance of doubt, the Vendors’ Delegate shall only invoice the Purchaser for the portion of any Earn-Out Payments or Royalties in dispute after such dispute is settled and the applicable portion of such Earn-Out Payment or Royalty is finally determined and failure to issue the invoice due to any dispute shall not prejudice the Vendors or the Vendors’ Delegate in any manner. Subject to and in accordance with this Agreement, any Earn-Out Payments and the Royalties payable by the Purchaser shall be paid within [**] of the date of the invoice delivered by the Vendors’ Delegate (each payment date, the “Earn-Out Payment Pay Date” or “Royalty Pay Date”, as applicable). (g) The Contingent Consideration shall be payable by the Purchaser or its Affiliates regardless of whether the Purchaser or its Affiliates undertakes any corporate or other bona fide reorganization, and references to the Corporation in this Section 2.8 shall be deemed to include any Person which owns or controls the ARTMS Technology.