Contingent Purchase Price. On the Final Settlement Date, the Buyer shall pay the Lessee Representative, on behalf of the Lessees, in accordance with the Waterfall, the Contingent Purchase Price. In the event the Buyer does not have sufficient Available Funds to pay the Contingent Purchase Price solely as a result of (i) Marketing Services Provider’s failure to timely pay to the Buyer the Device Net Sale Proceeds in accordance with the Support Services Agreement or in respect of Marketing Services Provider’s collection of Device Net Sale Proceeds occurring after the Final Settlement Date and/or (ii) Forward Purchaser’s failure to timely pay to the Buyer all amounts due and owing under the Forward Purchase Agreement (the “Insufficient Amount”), the Lessees hereby agree that the Contingent Purchase Price shall be reduced by the Insufficient Amount (so long as the Contingent Purchase Price shall not be less than zero after giving effect to such reduction) and the Buyer shall transfer any claim it has to the Insufficient Amount to the Lessee Representative and agrees to cooperate with Lessee Representative in connection with pursuing any claim for the Insufficient Amount as reasonably requested by Lessee Representative from time to time.
Contingent Purchase Price. As contingent consideration for the Shares, Purchaser will pay to Seller, as described below, a three-year cumulative earnout of up to an aggregate of $4,000,000 based on the achievement of specified targets (the “Targets”) of compounded annual growth rate in EBIT (“EBIT CAGR”) of Crosstex (calculated in accordance with Schedule 2.5.2(B)) as measured against the Baseline EBIT, but subject to the terms and conditions of this Section 2.5. The additional contingent consideration (the “Contingent Purchase Price”) shall be determined and payable as follows:
Contingent Purchase Price. In addition to the Purchase Price and as additional consideration for the sale of the Company Assets from Seller to Purchaser, with respect to each quarterly period of 1999, if the former employees of Seller are responsible for Purchaser's execution of new agreements for medical transcription services ("New Agreements") that are estimated to generate revenues, in the aggregate over the next twelve month period (as determined by Purchaser in Purchaser's reasonable discretion), that are greater than or equal to the quarterly threshold applicable to such quarterly period set forth on EXHIBIT "C" (collectively, the "Targets," and separately, a "Target"), then Seller shall be entitled to receive such number of shares of AVRI Stock that has an aggregate Stated Value equal to the dollar amounts shown on such exhibit corresponding to such quarterly period (the "Contingent Purchase Price"). Within sixty (60) days after each of March 30, 1999, June 30, 1999, September 30, 1999 and December 31, 1999 (each being referred to separately as a "Reconciliation Date"), Purchaser shall calculate the estimated aggregate gross revenues to be generated over the next twelve month period from the New Agreements entered into during the quarterly period ending on the subject Reconciliation Date. Any Contingent Purchase Price earned hereunder shall be paid by Purchaser to Seller on or before February 28, 2000. In the event that for any particular quarterly period the estimated aggregate gross revenues to be generated over the next twelve month period from the New Agreements fails to meet the Target for such quarterly period, then no Contingent Purchase Price shall be earned by, or paid to, Seller with respect to such quarterly period, and such Contingent Purchase Price shall not be carried over to any subsequent quarterly period. Seller shall have the right to inspect Purchaser's books and records relating to the Business upon three (3) business days advance notice. Such inspection shall take place at the address for Purchaser set forth in Section 13.
Contingent Purchase Price. (1) Tenant shall have the right to receive the Contingent Purchase Price by delivering the Conversion Notice to Company; provided that (i) the Tenant under the Lease at the Property shall have paid Percentage Rent on an annual basis for the prior calendar year, and (ii) at least one-half (1/2) of the increase in the Adjusted Net Operating Income from the Base Year to the Conversion year is attributable to an increase in Gross Operating Revenue (not including food and beverage operations and sale of merchandise), as reasonably determined by Company. The Contingent Purchase Price shall equal the Net Incremental Income Available for Contingent Purchase Price divided by the Conversion Date Capitalization Rate.
Contingent Purchase Price. Seller and Buyer agree that the true value of the Property is contingent on the lease value of the Real Estate. As such, a portion of the purchase price for the Property that is in addition to the Purchase Price (the "CONTINGENT AMOUNT"), calculated in the manner described below in this Section 11.6, is contingent upon leasing all or a portion of the Real Estate described on Exhibit 9B noted as "Retail L" and "Retail __ " (7,392 sq. ft) (collectively the "UNLEASED PARCEL") to a third party tenant or tenants on behalf of Buyer. From the Effective Date through and including the date that is the twenty-four (24) month anniversary of the Closing Date (the "LEASING PERIOD"), subject to the terms and conditions set forth in this Section 11.6, Seller shall have the right to lease the Unleased Parcel to a third party tenant(s). During the Leasing Period, (i) Buyer shall not lease the Unleased Parcel other than in accordance with this Section 11.6 without Seller's consent (except as set forth in the last sentence of this Section 11.6(A)); (ii) Buyer shall cause all referrals with respect to the leasing of the Unleased Parcel to be directed to Seller; and (iii) Buyer shall reasonably cooperate with Seller in Seller's efforts to lease the Unleased Parcel in accordance with this Section 11.6. Notwithstanding anything to the contrary in this Section 11.6(A), Buyer may, on its own behalf, procure a tenant and enter into a lease for the Unleased Parcel, provided that (1) Seller shall have consented thereto, such consent not to be unreasonably withheld, conditioned or delayed in light of the leasing criteria contain in this Section 11.6, and (2) Buyer shall pay to Seller the Contingent Amount as if such lease had been procured by Seller.
Contingent Purchase Price. (a) Upon delivery to the Buyer of the Base Financial Statements, the parties shall calculate as a dollar amount the difference between the gross revenues and the cost of goods sold of the Seller for its fiscal year ending June 30, 2004 (the “Base Year Gross Profit”) and the percentage of total revenues of the Seller for such fiscal year represented by the Base Year Gross Profit (the “Base Year Gross Margin”).
Contingent Purchase Price. Buyer shall pay the Company a Contingent Purchase Price computed in accordance with and subject to each of the conditions of Exhibit A of this Agreement, which is hereby incorporated by reference in, and made a part of this Agreement.
Contingent Purchase Price. Within ten (10) Business Days of the occurrence of any Qualifying KPS Exit Event, the Buyer shall pay, or shall cause Parent to pay, to the Seller by wire transfer of immediately available funds, as additional consideration, if any, the Contingent Purchase Price.
Contingent Purchase Price. 7 ARTICLE III
Contingent Purchase Price. The Contingent Purchase Price shall ------------------------- equal the sum of (i) the number of Prescription Fillings included in Actual Volume attributable to the traditional mail order business divided by 216,267 and multiplied by $5,000,000, up to a maximum of $5,000,000, such maximum to include any Acceleration Payment made in respect of Acceleration Contracts (1) or (2) below, (ii) the number of Prescription Fillings included in Actual Volume attributable to the specialty mail order business divided by 60,000 and multiplied by $700,000, up to a maximum of $700,000, such maximum to include any Acceleration Payments made in respect of Acceleration Contracts (4), (5) or (6) below, and (iii) the number of Prescription Fillings included in Actual Volume attributable to the retail pharmacy business divided by 602,972 and multiplied by $2,700,000, up to a maximum of $2,700,000, such maximum to include any Acceleration Payment made in respect of Acceleration Contract (3) below.
