BUYER OFFSETS Clause Samples

BUYER OFFSETS. After taking into account any reduction to the Earnout required under paragraph (c) above, and subject to any offset against the Earnout provided under Section 7.8 hereof, the Earnout associated with any Earnout Period shall then be allocated as follows: (i) first, an amount of the Earnout equal to two times the Seller Royalty Amount (as defined below) shall be paid as follows: one half to the Seller for payment to the Royalty Creditors (as defined below) and one half to be retained by Buyer to reduce the Fixed Price Offset; (ii) second, an amount of the Earnout equal to the difference between $1,000,000 and the Seller Royalty Amount shall be retained by the Buyer to reduce the Fixed Price Offset; (iii) third, an amount of the Earnout equal to the 100% of the Bridge Loan Offset shall be retained by the Buyer to reduce the Bridge Loan Offset to zero; (iv) fourth, an amount of the Earnout equal to two times the then outstanding balance of the Contingency Price Offset and the Fixed Price Offset shall be paid as follows: one half to the Buyer to reduce the balance of the Contingency Price Offset and the Fixed Price Offset to zero and one half to the Seller; and (v) thereafter, 100% of the Earnout shall be paid to Seller in accordance with the provisions of paragraph 1.3(b) hereof. Notwithstanding the foregoing, if at any time after January 1, 2006 the Seller is required to make payments (the “Oxygent Payments”) to the Oxygent Creditors (as defined below), then 100% of the Earnout shall be paid by the Buyer on behalf of the Seller to the Oxygent Creditors as payment of the Oxygent Payments, up to an aggregate maximum amount of $2,000,000. Thereafter, the payments shall resume in accordance with clauses (i) through (v) above, as applicable.