Common use of Purchase Price Calculation Clause in Contracts

Purchase Price Calculation. The consideration to be paid to Sellers for the Shares, subject to terms and conditions of this Agreement, shall consist of the following (collectively, the “Purchase Price”): (a) The Initial Cash Payment; plus (b) The Earn-Out Payments. Notwithstanding any language to the contrary contained in this Agreement, in no event shall the Purchase Price exceed $7,113,081 in the aggregate, subject to adjustment based on the values to be determined at or prior to Closing in accordance with items (b) and (c) in Schedule 1.2.2 (the “Maximum Purchase Price”).