Fixed Purchase Price Sample Clauses

Fixed Purchase Price. 2.1 The total Purchase Price for the Shares is: (“Purchase Price”). Thereof (a) a partial amount of EUR [***](in words: [***]euros) (“Purchase Price 1”) is attributable to Share 1; (b) a partial amount of EUR [***](in words: [***] euros) (“Purchase Price 2”) is attributable to Share 2. ​ ​ ​ 2.2 The Purchase Price is to be paid free of encumbrances and charges to the following bank accounts of the Sellers: (a) The Purchase Price 1 shall be transferred to the following bank account: Account holder:▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank:[***] IBAN:[***] BIC:[***] (b) The Purchase Price 2 shall be transferred to the following bank account: Account holder:▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Bank:[***] IBAN:[***] BIC:[***] 2.3 The Purchase Price is due for payment at the latest on the day after signing. The payees shall send the Buyer as well as the certifying notary a confirmation of receipt of payment (e-mail is sufficient) immediately after receipt of the Purchase Price on the respective bank account. 2.4 The calculation of the Purchase Price is set out in the Annex 2.4.

Fixed Purchase Price. The applicable percentage shall be 30% of the Total Cost for any Lease of an Initial Term of less than 36 months; 25% of the Total Cost for a term of 36 months or more, but less than 48 months; 20% of the Total Cost for a term of 48 months or more, but less than 60 months; 15% of the Total Cost for a term of 60 months or more, but less than 72 months, and 10% of the Total Cost for a term of 72 months or more. INITIALS: Lessee Lessor JUTVISION ???? SILICON VALLEY BANK ???? ---------------- -----------------

Fixed Purchase Price. Subject to the terms and conditions defined herein, Buyer agrees to pay to Seller by wire transfer to the account mentioned in Schedule 3.1 the aggregate amount of USD [***] divided into five installments and on the respective dates as described hereinafter: · [***] (payable on Signing Date); · [***] (payable 90 Business Days after Signing Date); · [***] (payable on Closing Date); · [***] (payable 60 Business Days after Closing Date); · [***] (payable 180 Business Days after Closing Date); (the sum of the items listed in this Section 3.1 being referred to as the “Fixed Purchase Price”).

Fixed Purchase Price. The fixed purchase price amounts to net * (the “Fixed Purchase Price”).

Fixed Purchase Price. The fixed portion of the Purchase Price (the “Fixed Purchase Price”) for the Acquired Assets is $5,432,500.00 (except as may be increased post-Closing pursuant to Section 7.4(c) hereof), payable as follows: (1) the Cash Component payable at the Closing as provided in Section 4.4; and (2) the Shares, which shall be delivered at the Closing as provided in Section 4.4.

Fixed Purchase Price. 3.1 Calculation of the Fixed Purchase Price (a) The Fixed Purchase Price shall be calculated according to the following formula: (i) a fixed amount of EUR 130,000,000.00 (in words: Euro one hundred and thirty million) as gross enterprise value; (ii) plus the Cash of the Target Group Companies on a consolidated basis as of the Effective Date according to the Final Effective Date Accounts ("Effective Date Cash"); (iii) minus any liabilities, accruals and provisions of the Target Group Companies as of the Effective Date relating to the transactions contemplated by this Agreement, including (i) all payments of severance, bonus, or other special incentives (in cash or on kind) to any Director or employee of any Target Group Company (except for those covered by the VSOP Payment Undertaking Agreement) and (ii) all Taxes (excluding recoverable VAT) payable by any Target Group Company in connection with the payments (i) through (ii) (collectively "Transaction Payments"); (iv) minus the Debt of the Target Group Companies on a consolidated basis as of the Effective Date according to the Final Effective Date Accounts ("Effective Date Debt"); (v) plus the difference, by which the Working Capital of the Target Group Companies on a consolidated basis as of the Effective Date according to the Final Effective Date Accounts ("Effective Date Working Capital") exceeds the Working Capital Target Upper End, if any ("Effective Date Working Capital Excess"); and (vi) minus the difference, by which the Effective Date Working Capital falls short of the Working Capital Target Lower End, if any ("Effective Date Working Capital Shortfall"). (b) For the determination of the Fixed Purchase Price and to the extent such definitions are used in the calculation of the Earn-Out pursuant to Section 5.2 the terms "Cash", "Debt", "Working Capital" and "Working Capital Target", "Working Capital Target Upper End" and "Working Capital Target Lower End" shall have the meaning given to such terms in Annex 3.1(b).

Fixed Purchase Price. As used herein, the term "Fixed Purchase Price" shall mean $3,500,000; however, the following amount shall be permanently withheld from the Fixed Purchase Price paid to Institute (such amount shall be retained by Buyer in order to be made whole on work to be performed by Buyer post-Closing): the net amount, if any, of the Business' ▇▇▇▇▇▇▇▇ in excess of cost over costs in excess of ▇▇▇▇▇▇▇▇. At the Closing, the adjustment provided for in Section 6.9 shall also be permanently withheld from the Fixed Purchase Price paid to Institute (and retained by Buyer). For purposes of determining the net amount of the Business' ▇▇▇▇▇▇▇▇ in excess of cost over costs in excess of ▇▇▇▇▇▇▇▇, Institute and Buyer shall, prior to Closing, jointly prepare and agree on detailed schedules of the Business' ▇▇▇▇▇▇▇▇ in excess of cost and costs in excess of ▇▇▇▇▇▇▇▇ as of the day prior to Closing (which shall form a part of Schedule 4.18). In connection with the foregoing determination, Institute shall provide Buyer with full and complete access to the books and records of the Business and shall provide to Buyer such other information and detail as Buyer shall reasonably request.

Fixed Purchase Price. The sum ("Fixed Purchase Price") of an amount equal to Two and One Half Percent (2-1/2%) of the final approved in- going direct cost budget for the First Picture (excluding contingency, interest, financing costs, and completion bond costs), with a minimum payment of Three Hundred Thousand Dollars ($300,000), and a maximum payment of Six Hundred Thousand Dollars ($600,000) less the Initial Option Fee and the Writing Services Fees, such difference to be payable upon the exercise or deemed exercise (as applicable) of the Option.

Fixed Purchase Price. The aggregate Fixed Purchase Price shall be $22,000,000.