Common use of Additional Purchase Consideration Clause in Contracts

Additional Purchase Consideration. As additional consideration for the Purchased Assets, Buyer will pay additional purchase consideration to the Seller following the Closing Date based on and contingent upon certain post-Closing financial performance beginning on the first day of the first full calendar month after the Closing (the “Additional Purchase Consideration”) as set forth in this section 1.7. (a) Buyer will pay Seller a variable contingent payment based on and contingent upon the financial performance of Buyer’s business unit that is comprised, after the Closing Date, solely of (i) those business activities conducted by Seller at its current location in Sacramento, California at and immediately prior to the Closing Date, which are being acquired pursuant to this Agreement and (ii) those business activities conducted by Buyer at its current location in Sacramento, California (collectively clauses (i) and (ii), the “Acquired Business Operations”). For purposes of this Agreement, the term “Acquired Business Operating Income Contribution” means the Operating Income (as defined by GAAP as applied by Buyer in operating its business) contribution attributable to the Acquired Business Operations before any allocation of Buyer’s corporate-level operations and administrative expenses, all as reasonably determined by Buyer using its normal accounting methodologies and processes, in accordance with Generally Accepted Accounting Principles (“GAAP”) and subject to review by Seller. For the purposes of determining Acquired Business Operating Income Contribution, the cost of amortization of assets (other than intangible assets) acquired pursuant to this Agreement will be considered an expense of the Acquired Business Operations but the cost of amortization of all intangible assets acquired pursuant to this Agreement will be excluded as an expense of the Acquired Business Operations. The Additional Purchase Consideration will be calculated and paid in two annual components - the first based on the first 12-month period following the Closing Date (the “First Year Measurement Period”) and the second based on the second 12-month period following the Closing Date (the “Second Year Measurement Period”), as set forth below.

Additional Purchase Consideration. As additional consideration for the Purchased AssetsPurchase, Buyer will pay additional purchase consideration to the Seller following the Closing Date based on and contingent upon certain post-Closing financial performance beginning on the first day of the first full calendar month after the Closing (the “Additional Purchase Consideration”) as set forth in this section 1.7. (a) Buyer will pay Seller a variable contingent payment based on and contingent upon the financial performance of Buyer’s business unit that is comprised, after the Closing Date, solely of (i) those business activities conducted by Seller at its current location in Sacramento, California North Carolina at and immediately prior to the Closing Date, which are being acquired pursuant to this Agreement and (ii) those business activities conducted by Buyer at its current location in Sacramento, California (collectively clauses (i) and (ii), the “Acquired Business Operations”). For purposes of this Agreement, the term “Acquired Business Operating Income Contribution” means the Operating Income (as defined by GAAP as applied by Buyer in operating its business) contribution attributable to the Acquired Business Operations before any allocation of Buyer’s corporate-level operations and administrative expenses, all as reasonably determined by Buyer using its normal accounting methodologies and processes, in accordance with Generally Accepted Accounting Principles (“GAAP”) and subject to review by Seller. For the purposes of determining Acquired Business Operating Income Contribution, the cost of amortization of intangibles and other assets (other than intangible assets) acquired pursuant to this Agreement will be considered an expense of the Acquired Business Operations but the cost of amortization of all intangible assets acquired pursuant to this Agreement will be excluded as an expense of the Acquired Business Operations. The Additional Purchase Consideration will be calculated and paid in two three annual components - the first based on the first 12-month period following the Closing Date (the “First Year Measurement Period”) and ), the second based on the second 12-month period following the Closing Date (the “Second Year Measurement Period”) and the third based on the third 12-month period following the Closing Date (the “Third Year Measurement Period”), as set forth below.