Common use of Contingent Purchase Price Clause in Contracts

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. In addition to The Contingent Purchase Price means the sum of the Initial Contingent Purchase Price and the Second Contingent Purchase Price determined and paid as additional consideration for follows: (a) Subject to the sale procedures set forth and adjusted in accordance with the provisions of Section 2.6, below, the Buyer shall pay to the Seller (by delivery of cash by wire transfer to a bank account selected by the Seller) the "Initial Contingent Purchase Price," which shall be equal to the product of seven and one-half (7.5) multiplied by any excess of Initial Earn Out Period EBITDA over $4.1 million the (the "Initial Product"), such Initial Product being reduced (but not below zero) by the amount of any Purchase Price Adjustment. Interest shall accrue on any portion of the Company Assets from Initial Contingent Purchase Price not paid by the Buyer when due to the Seller in accordance with the provisions of this Section 2.5 at the rate of the regular commercial prime rate of interest of NationsBank N.A., which NationsBank N.A. uses as a standard for determining actual interest rates charged commercial borrowers, beginning on the date on which such amount was due to Purchaserthe Seller and ending on the date on which Buyer pays such amount to the Seller, which payment shall include any interest accrued thereon. The Buyer shall pay the Initial Contingent Purchase Price to the Seller by the later of (i) 45 days subsequent to the end of the Initial Earn Out Period (applicable to all amounts not then in dispute), (ii) the date that is five days after the date on which the Buyer and the Seller resolve all disputes with respect to each quarterly period of 1999the determination the Initial Earn Out Period EBITDA in accordance with Section 2.6, if below, or (iii) the former employees of Seller are responsible for Purchaser's execution of new agreements for medical transcription services ("New Agreements") date 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) is five days after each the date on which the Seller receives the written determination of March 30, 1999, June 30, 1999, September 30, 1999 the Arbitrator resolving any dispute between the Buyer 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 Seller concerning the next twelve month period from calculation of 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 13Initial Earn Out Period EBITDA.

Contingent Purchase Price. In addition (i) Base Earn-Out. Within 45 days of December 31, 2006, Buyer shall calculate the Buyer's Net Income, Before Taxes for its 2006 fiscal year. Seller shall be entitled to the Purchase Price and as additional consideration for the sale of the Company Assets from Seller to Purchaser, an earn-out payment with respect to each quarterly such period (the "2006 Earn-Out Payment") equal to a maximum of 1999, $324,000 if the former employees sum of Seller are responsible Buyer's Net Income, Before Taxes for Purchaser's execution of new agreements for medical transcription services its 2006 fiscal year and its 2005 fiscal year exceeds $850,000 ("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 "2006 Earn-Out Target"). If the 2006 Earn-Out Target is not met, then Seller shall be entitled to receive such a 2006 Earn-Out Payment equal to the maximum potential 2006 Earn-Out Payment ($324,000), less the shortfall in the 2006 Earn-Out Target. The 2006 Earn-Out Payment shall be payable as follows: one-half of the 2006 Earn-Out Payment actually earned by Seller, shall be payable in cash (the maximum amount of cash payable to Seller shall be $162,000) (the "Cash Portion of the 2006 Earn-Out Payment") and one-half of the 2006 Earn-Out Payment actually earned by Seller, shall be payable in shares of Xxxxx common stock (the "Stock Portion of the 2006 Earn-Out Payment"), par value $.50 per share (the "Xxxxx Stock") (the maximum amount of Xxxxx Stock payable to Seller hereunder shall be, in value (as determined herein) to $162,000). The number of shares of AVRI Xxxxx Stock that has an aggregate Stated Value to be issued to Seller in payment of the Stock Portion of the 2006 Earn-Out Payment shall be equal to the dollar amounts shown quotient obtained by dividing the aggregate Stock Portion of the 2006 Earn-Out Payment to which Seller shall be entitled to receive for such period by the average of the closing sales price of the Xxxxx Stock (or the closing bid price, if no sales were reported) as quoted on the Nasdaq National Market for the 20 trading days immediately prior to the date of issuance of such exhibit corresponding to such quarterly period shares of Xxxxx Stock hereunder (which date of issuance shall be within 60 days of the "Contingent Purchase Price"end of Buyer's 2006 fiscal year). Within sixty (60) days after each Payment of March 30the Stock Portion of the 2006 Earn-Out Payment payable hereunder, 1999assumes the continuing accuracy and truthfulness of the representations, June 30warranties and covenants set out in Section 3.29 of this Agreement, 1999, September 30, 1999 and December 31, 1999 (each being referred the continued availability to separately as Xxxxx of an exemption from registration under the Securities Act for the issuance of the Xxxxx Stock to Seller. In the event Seller shall be entitled to a "Reconciliation Date"Stock Portion of the 2006 Earn-Out Payment under this Section 2.3.1(c)(i), 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 Seller shall be paid by Purchaser required to Seller on or before February 28confirm the accuracy and truthfulness of such representations, 2000warranties and covenants set out in Section 3.29 of this Agreement as of the date of issuance of the Xxxxx Stock. In the event that Xxxxx determines, in Xxxxx' sole discretion, that an exemption from registration under the Securities Act for any particular quarterly period the estimated aggregate gross revenues issuance of the Xxxxx Stock to be generated over Seller is not available, Xxxxx may, at its election and in its sole discretion, pay the next twelve month period from Stock Portion of 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 2006 Earn-Out Payment in Section 13cash.

Contingent Purchase Price. In addition If the KPR Litigation is finally resolved prior to April 1, 1999, any portion of the Contingent Purchase Price which has been otherwise earned and is in excess of the Excess Damages shall be paid, or issued in the case of the Option Shares, 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 Sellers within ten ("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 (6010) days after each such final resolution, and, thereafter, in any subsequent FFY that a portion 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 is earned, Foodbrands shall pay the amount due to the Sellers by check on April 1st following the fiscal year of the calculation; provided, however, if a Seller gives Foodbrands notice prior to such date that the stock option provided for in Section 2.05(c) is being exercised, then the payment shall not be paid by Purchaser made to the electing Seller on or before February 28, 2000and the provisions of Section 2.05(d) shall apply. In the event that for any particular quarterly period the estimated aggregate gross revenues to be generated over KPR Litigation is finally resolved after May 31, 1999, and the next twelve month period from Excess Damages are less than the New Agreements fails to meet Contingent Purchase Price otherwise earned, the Target for balance of such quarterly period, then no earned Contingent Purchase Price shall be earned bypaid, or paid toissued in the case of Option Shares, to the Sellers. In any event, to the extent a Seller with respect receives a cash portion of the Contingent Purchase Price, such cash portion shall be increased by an interest factor determined as follows: (i) the "interest rate" shall be the rate of interest publicly announced by Chemical Bank from time to such quarterly period, time as its prime rate in effect at its principal office in New York City; (ii) the interest rate shall be adjusted quarterly; and such (iii) the interest factor shall equal the amount of interest which would have accrued at the interest rate on that portion of the Contingent Purchase Price shall not be carried over ultimately paid to any subsequent quarterly period. Seller shall from the date it would have been paid but for the right to inspect Purchaser's books and records relating to absence of a final resolution of the Business upon three (3) business days advance notice. Such inspection shall take place at the address for Purchaser set forth in Section 13KPR Litigation, compounded annually.