Common use of Purchase Price and Other Consideration Clause in Contracts

Purchase Price and Other Consideration. In consideration of the purchase of the Assets and of the Seller’s covenants and agreements set forth in this Agreement, Purchaser agrees to pay the Seller, by check or wire transfer as directed by Seller, the following (the “Purchase Price”): a. one and one-half times (1.5x) the net revenue, as calculated by U.S. GAAP, for the Pages of $ , for the months of Month A, 201_ to Month B, 201_, for a total initial payment of $ which shall be payable as follows: (i) A payment of ($ , ) (50%) upon execution of this Agreement by the parties; (ii) A payment of ($ , ) (50%) upon successful transfer of the Pages to Purchaser's server logs and the transfer of the Domain Names to Purchaser in the Internic Whois database. b. In addition, a payment of fifteen cents ($0.15) per page view of the Pages for Month B, 201_ of in the amount of $ which shall be paid as follows: (i) A payment of ($ , ) (50%) upon execution of this Agreement by the parties; (ii) A payment of ($ , ) (50%) upon successful transfer of the Pages to Purchaser's server logs and the transfer of the Domain Names to Purchaser in the Internic Whois database. a. An additional one-time payment on or before Date, 201_, equal to one and one-quarter times (1.25x) the net revenue for the Pages, as calculated under U.S. GAAP (excluding site acquisitions or site mergers with the Pages) for the seven calendar months of Month C, 201_ to Month D, 201_. b. On or before Date, 201_, an additional one-time payment by Purchaser to Seller of fifteen cents ($0.15) per monthly page view for any increase in monthly page views in the month of Month D, 201_ for the Pages that are in excess of (Month B, 201_) monthly page views (excluding Site acquisitions or Site mergers). Page views shall be calculated based on Purchaser’s servers consistent with its standard method for counting page views. c. An additional one-time payment on or before Date, 201_, equal to one and one-quarter times (1.25x) the net revenue for the Pages, as calculated under U.S. GAAP (excluding site acquisitions or site mergers with the Pages) for the seven calendar months of Month D, 201_ to Month E, 201_. d. On or before Date, 201_, an additional one-time payment by Purchaser to Seller of fifteen cents ($0.15) per monthly page view for any increase in monthly page views in the month of Month B, 201_ for the Pages that are in excess of (Month C, 201_) monthly page views (excluding Site acquisitions or Site mergers). Page views shall be calculated based on Purchaser’s servers consistent with its standard method for counting page views. III. Any amounts that are overpaid by Purchaser to Seller under this Section shall be immediately repaid by Seller to Purchaser. IV. Seller and each agree that they have not, and that they will not take any action, whether independently or jointly, directly or indirectly, to artificially inflate, overstate, or in any manner misrepresent the amount of actual page views on the Pages or revenue for the Pages at any time.

Purchase Price and Other Consideration. In consideration of the purchase of the Assets and of the Seller’s covenants and agreements set forth in this Agreement, Purchaser agrees to pay the Seller, by check or wire transfer as directed by Seller, the following (the “Purchase Price”): a. one and one-half times (1.5x) the net revenue, as calculated by U.S. GAAP, for the Pages of $ $________, for the months of Month A, 201_ to Month B, 201_, for a total initial payment of $ $_______ which shall be payable as follows: (i) A payment of ($ , ) (50%) upon execution of this Agreement by the parties; (ii) A payment of ($ , ) (50%) upon successful transfer of the Pages to Purchaser's server logs and the transfer of the Domain Names to Purchaser in the Internic Whois database. b. In addition, a payment of fifteen cents ($0.15) per page view of the Pages for Month B, 201_ of ____________ in the amount of $ $__________ which shall be paid as follows: (i) A payment of ($ , ) (50%) upon execution of this Agreement by the parties; (ii) A payment of ($ , ) (50%) upon successful transfer of the Pages to Purchaser's server logs and the transfer of the Domain Names to Purchaser in the Internic Whois database. a. II. An additional one-time payment on or before Date, 201_, equal to one and one-quarter times (1.25x) the net revenue for the Pages, as calculated under U.S. GAAP (excluding site acquisitions or site mergers with the Pages) for the seven calendar months of Month C, 201_ to Month D, 201_. b. . On or before Date, 201_, an additional one-time payment by Purchaser to Seller of fifteen cents ($0.15) per monthly page view for any increase in monthly page views in the month of Month D, 201_ for the Pages that are in excess of __________ (Month B, 201_) monthly page views (excluding Site acquisitions or Site mergers). Page views shall be calculated based on Purchaser’s servers consistent with its standard method for counting page views. c. . An additional one-time payment on or before Date, 201_, equal to one and one-quarter times (1.25x) the net revenue for the Pages, as calculated under U.S. GAAP (excluding site acquisitions or site mergers with the Pages) for the seven calendar months of Month D, 201_ to Month E, 201_. d. . On or before Date, 201_, an additional one-time payment by Purchaser to Seller of fifteen cents ($0.15) per monthly page view for any increase in monthly page views in the month of Month B, 201_ for the Pages that are in excess of __________ (Month C, 201_) monthly page views (excluding Site acquisitions or Site mergers). Page views shall be calculated based on Purchaser’s servers consistent with its standard method for counting page views. III. Any amounts that are overpaid by Purchaser to Seller under this Section shall be immediately repaid by Seller to Purchaser. IV. Seller and ___________ each agree that they have not, and that they will not take any action, whether independently or jointly, directly or indirectly, to artificially inflate, overstate, or in any manner misrepresent the amount of actual page views on the Pages or revenue for the Pages at any time.