Common use of Guaranteed Return Clause in Contracts

Guaranteed Return. As an inducement to McKesson to convert the payment obligations under the BDA into equity on the terms and conditions set forth in this Agreement, Accentia hereby guarantees to McKesson that by the date that is the first anniversary of the Closing Date, McKesson will receive proceeds from the disposition of the Converted Stock (which term includes all Additional Stock issued or required to be issued to McKesson under this Agreement) equal to the “Guaranteed Return” described below. This guaranty shall be effectuated through the “Put” right described below, but it is a guaranty. The amount of the “Guaranteed Return” is as follows: a. On the Closing Date, the amount of the “Guaranteed Return” for the Converted Stock shall be $4,000,000. b. Each time that Additional Stock is delivered to McKesson or is required to be delivered to McKesson pursuant to the provisions of Paragraph 3 thereof due to the continued failure of Accentia to complete a Saleability Step in a particular time frame as set forth in this Agreement, the “Guaranteed Return” shall increase by an amount equal to the “Defined Dollar Equivalent” used to calculate the amount of Additional Stock issued and delivered (or required to be issued and delivered) to McKesson as of such date. Using the example set forth on Exhibit C, on the first anniversary of the Closing Date if no Saleability Steps have been completed by Accentia, the Guaranteed Return would be $4,000,000 plus $875,000. If on the other hand, a Saleability Step with regard to the Converted Stock is completed by the date that is 140 days after the Closing Date (i.e., 20 days after the Registration Deadline), the Guaranteed Return on the first anniversary of the Closing Date would be $4,000,000 plus $25,000. In addition, if the Saleability Step that is ultimately completed by Accentia (if any) is the Saleability Step described in Paragraph 3(b), and if at the time such Saleability Step is completed McKesson is holding Additional Stock that would have been readily saleable to the public as represented in the opinion delivered to McKesson pursuant to said Paragraph 3(b) but for the fact that the Additional Stock has not been held by McKesson for the applicable holding period under applicable law, the fact that the Additional Stock though issued may or may not be saleable to the public at the time will not reduce the amount of the Guaranteed Return that McKesson is entitled to on the first anniversary of the Closing Date.

Guaranteed Return. As an inducement (a) The Purchaser shall be entitled ------------------ to McKesson to convert receive, and the payment obligations under Seller hereby guarantees that the BDA into equity Purchaser shall receive, from the Collections on the terms and conditions set forth in this AgreementPurchased Receivables, Accentia hereby guarantees to McKesson that by the date that is the first anniversary of the Closing DateGuaranteed Return. On a monthly or, McKesson will receive proceeds from the disposition of the Converted Stock (which term includes all Additional Stock issued or required to be issued to McKesson under this Agreement) equal at Purchaser's option, more frequent basis, Purchaser shall issue to the “Guaranteed Return” described below. This guaranty shall be effectuated through the “Put” right described below, but it is a guaranty. The amount of the “Guaranteed Return” is as follows: a. On the Closing Date, the amount of the “Guaranteed Return” for the Converted Stock shall be $4,000,000. b. Each time that Additional Stock is delivered to McKesson or is required to be delivered to McKesson pursuant to the provisions of Paragraph 3 thereof due to the continued failure of Accentia to complete a Saleability Step in a particular time frame as set forth in this Agreement, the “Guaranteed Return” shall increase by an amount equal to the “Defined Dollar Equivalent” used to calculate the amount of Additional Stock issued and delivered (or required to be issued and delivered) to McKesson as of such date. Using the example set forth on Exhibit CSeller, on the first anniversary Business Day of each month during the Closing Date if no Saleability Steps have been completed by Accentia, the Guaranteed Return would be $4,000,000 plus $875,000. If on the other handFacility Period, a Saleability Step monthly invoice setting forth the Investment Return due and payable for the preceding month with regard respect to the Converted Stock is completed Outstanding Receivable Investment, which shall be deducted from the amounts in the Receivable Collection Account. The Seller's Residual Receivable Interests in the Purchased Receivables, evidenced by the date that is 140 days after Residual Ownership Certificate, shall be subordinate to the Closing Date (i.e., 20 days after the Registration Deadline), Purchaser's rights to receive the Guaranteed Return on the first anniversary Purchased Receivables. The Seller's Residual Ownership Interest along with certain of the Closing Date would be $4,000,000 plus $25,000Seller's other tangible and intangible assets (including, but not limited to, Seller's unsold Receivables) shall serve as collateral security for the Purchaser's receipt of the Guaranteed Return and Seller's substitution and repurchase obligations as set forth in Section 4.1 hereof. On the Effective Date, the Seller shall deliver the Residual Ownership Certificate and the Assignment of the Seller's Residual Ownership Interest in the Purchased Receivables and of all of the Seller's rights, title and interest in and to the other Receivables. In addition, if on the Saleability Step that is ultimately completed by Accentia (if any) is Effective Date, the Saleability Step described in Paragraph 3(b), and if at the time such Saleability Step is completed McKesson is holding Additional Stock that would have been readily saleable Seller shall deliver to the public as represented Purchaser a UCC-1 financing statement, substantially in the opinion delivered form of Exhibit D hereto, evidencing the Seller's security interest in and pledge of the Residual Ownership Certificate, the Residual Ownership Interest, the other unsold Receivables and the other Collateral (as defined in Section 4.3 hereof) to McKesson pursuant to said Paragraph 3(b) but the Purchaser as collateral security for the fact that the Additional Stock has not been held by McKesson for the applicable holding period under applicable law, the fact that the Additional Stock though issued may or may not be saleable to the public at the time will not reduce the amount unpaid portion of the Guaranteed Return that McKesson is and the Seller's substitution and repurchase and indemnity obligations hereunder. The Seller shall be entitled to the return of the Residual Ownership Certificate and the reassignment of the Seller's Residual Receivable Interest in the Purchased Receivables and the other Receivables and the release of the Purchaser's security interest in and lien on the first anniversary other Collateral upon the later of: (i) the Termination Date; or (ii) the date the Purchaser has received its Guaranteed Return (or the unpaid portion thereof) and its Outstanding Receivable Investment has been reduced to zero. (b) Upon a Seller's material breach of its payment obligations to the Purchaser hereunder, which breach or violation is not cured by such Seller on or before the date ten (10) days after notice of such payment breach has been given to the Seller, the Purchaser shall be entitled to receive its Investment Return plus 4 percent per annum on the Outstanding Receivable Investment until the earlier of the Closing Datedate such payment breach referred to above is cured.