Contingent Purchase Price Payment. (a) The Earnout Amount shall be payable as specified below by wire transfer of immediately available funds to such account or accounts as Sellers shall specify. Payment of the Earnout Amount shall be subject to setoff and reduction for any claims that Company or its Affiliates may have against Sellers or their Affiliates, including any claims for indemnification under Article VII hereof. The Earnout Amount shall equal the product of (a) $1,000,000.00 multiplied by (b) 100% minus the "Target Income Percentage Deficiency," if any. The Target Income Percentage Deficiency shall be the percentage determined from the product of (a) 4 times (b) the positive difference, if any, of (i) 100% minus (ii) the "Pre-tax Income" divided by $1,250,000.00. The Pre-tax Income shall equal the Pre-tax Income of Sunrise achieved during the first full six months following the Effective Date (beginning December 1, 1999 and ending May 31, 2000). An example calculation is attached as Exhibit 1.05.
Contingent Purchase Price Payment. The portion of the Contingent Purchase Price earned for FFY 1996 was payable on April 1, 1997 in the amount of $4,308,063.00 (the "Original Amount"). It is acknowledged by Sellers that the Original Amount has been paid by Foodbrands and received by Sellers. The parties acknowledge that Sellers could have elected to receive the Original Amount in Foodbrands Common Stock and Foodbrands desire to repurchase this right from Sellers and Sellers' desire to sell upon consummation of the Offer or the Merger (as those terms are defined in the Merger Agreement). To purchase this right to receive Foodbrands Common Stock for the FFY 1996 payment only, Foodbrands agrees that upon consummation of the Offer, an additional amount will be paid equal to $400,000.00 plus the product of (i) 328,233 (the number of shares of Foodbrands America common stock Sellers could have received on April 1, 1997) multiplied by (ii) the Share Price (as defined in the Merger Agreement) payable pursuant to the Merger Agreement less $13.125 (collectively, the "Additional Amount"). The parties also acknowledge that at the current Share Price, the Additional Amount would be $3,772,594.10. In the event the Offer is not consummated but the Merger is consummated, the Additional Amount will be paid at the Effective Time (as defined in the Merger Agreement). In the event that neither the Offer nor the Merger is consummated as contemplated by the Merger Agreement, the Sellers will only be entitled to the Original Amount, but, will have thirty (30) days from written notice of such event to make an election by delivering written notice to Foodbrands to receive the Original Amount in cash or in Foodbrands America Common Stock in accordance with the Agreement prior to this Amendment. In the event the Sellers elect, pursuant to the immediately preceding sentence, to receive Foodbrands Common Stock, they will promptly return the Original Amount in exchange for such shares. No interest will be payable on the Contingent Purchase Price.
Contingent Purchase Price Payment. On September 1, 2019 (the “Determination Date”), as long as Bayer has not terminated or materially adversely amended the Bayer License Agreement, Purchaser shall pay to Seller $1,000,000, for each Active Bayer-Related Program (as defined below) in existence as of the Determination Date. For these purposes, an “Active Bayer-Related Program” is defined as each of [*], [*], and [*] which as of the Determination Date is either:
Contingent Purchase Price Payment. (a) Not later than 30 days following the first through 11th Quarterly Measurement Periods, Purchaser shall deliver to Seller a Contingent Payment Statement for each such period.
Contingent Purchase Price Payment. 4 1.7 Deliveries......................................................6 ARTICLE 2
Contingent Purchase Price Payment. (a) The Earnout Amount (if any) shall be payable as specified below by wire transfer of immediately available funds to such account or accounts as Sellers' Representative shall specify. Payment of the Earnout Amount shall be subject to setoff and reduction for any claims that Buyer or its Affiliates may have against Sellers, including any claims for indemnification under Article 8 hereof. The Earnout Amount shall only be paid if actual EBIT of BPC for the twelve months ended December 31, 2002 (the "Actual EBIT") equals or exceeds Six Million One Hundred Thousand ($6,100,000.00) Dollars ("Target"). If Actual EBIT is less than the Target, the Earnout Amount shall be zero. If the Target is achieved, the Earnout Amount shall equal the product of Actual EBIT multiplied by 2; provided, however, that, if the product of Actual EBIT multiplied by 2 is greater than Sixteen Million ($16,000,000.00) Dollars (the "Earnout Cap"), then the Earnout Amount shall equal the Earnout Cap.
Contingent Purchase Price Payment. (a) The Earnout Amounts shall be payable as specified below by wire transfer of immediately available funds to such account or accounts as Sellers shall specify. Payment of the Earnout Amounts shall be subject to setoff and reduction for any claims that Buyer or its Affiliates may have against Sellers under the indemnification provisions of Article VIII hereof or arising after the date hereof and not under this Agreement.
Contingent Purchase Price Payment. (a) As additional consideration for the purchase of the LLC Units, Boyd Xxxiana agrees to make the following payment (the "Contingent Purchase Price Payment") to the Company (subject to the conditions set forth below and the offset rights of Boyd Xxxiana under Section 12.4(b)(v)):
Contingent Purchase Price Payment. The Purchaser shall, and shall cause, any Affiliate, licensee or sublicensee of Purchaser with respect to the Products to pay to the Sellers, as a whole and as part of the Purchase Price under Section 2.2, contingent payments (each a “Contingent Purchase Price Payment”), as applicable equal to (a) ten percent (10%) of the aggregate Net Sales of the Products in the Territory, and (b) five percent (5%) of the aggregate Net Sales of any Derived Products in the Territory. The Contingent Purchase Price Payments shall be payable to the Sellers on the terms and conditions set forth in this Agreement and allocated by the Sellers among the Sellers as set forth in Schedule 2.2(a) of the Sellers’ Disclosure Schedule.
Contingent Purchase Price Payment. If prior to the cash repayment in full of the entire principal amount plus all accrued and unpaid interest under the 8% Senior Subordinated Note issued by Buyer to Seller in connection with the purchase and sale of the Computing Business under this Agreement, Buyer or Buyer's shareholders engages in a corporate transaction that has the effect of accelerating the repayment obligation under such 8% Senior Subordinated Note, then Buyer hereby agrees to pay Seller an additional amount equal to $1 million in cash at the time of, and as a part of, the closing of such corporate transaction. Notwithstanding the foregoing, if the Computing Business is sold by Buyer to a third party purchaser prior to March 30, 2004 and, in connection with such transaction, the 8% Senior Subordinated Note is satisfied and paid in full either (i) in cash or (ii) as may be agreed in writing by Seller in its sole and absolute discretion, in capital stock and/or debt securities of such third party purchaser, then the $1 million contingent purchase price payment under this Section 9 will not apply and will be extinguished.
