Potential Adjustment to Purchase Price Sample Clauses

Potential Adjustment to Purchase Price. If the net profits before taxes ("NPBT") of the Purchaser No. 1's and Purchaser No. 2's Minneapolis/St. Paul Divisions in the aggregate during any of fiscal years 2000 (Juxx 0, 2000 to January 5, 2001), 2001, 2002, 2003, 2004 and (January 6, 2005 to July 2, 2005) exceed the applicable NPBT threshold for such year set forth below: Fiscal Year 2000 - (Closing Date to January 5, 2001-pro rate $650,000.00) Fiscal Year 2001 - $650,000 Fiscal Year 2002 - $650,000 Fiscal Year 2003 - $650,000 Fiscal Year 2004 - $650,000 (January 6, 2005 to July 2, 2005) - Pro rate $650,000 Purchaser No. 1 and Purchaser No. 2 (according to the percentages set forth below) shall pay Seller, by bank check or wiring within ninety (90) days following the end of the fiscal year, an amount equal to fifty percent (50%) of the aggregate NPBT of Purchaser No. 1's and Purchaser No. 2's Minneapolis/St. Paul Divisions in excess of the NPBT Threshold for the applicable yxxx or portion thereof, subject to a cumulative limitation of Seven Million Three Hundred Thousand Dollars ($7,300,000.00) during such aggregate period. Any NPBT shortfall in any year shall not be offset against any excess NPBT in any subsequent year(s) hereunder, it being the intent of the parties that the NPBT Threshold set forth herein shall apply to each applicable year separately, subject, however, to the cumulative limitation of Seven Million Three Hundred Thousand Dollars ($7,300,000.00) during such aggregate period. Such cash payment by Purchaser No. 1 and Purchaser No. 2 shall be additional Purchase Price which wilx xx xxxxx xx xxx xxxx xxxx xxxxxxtion of the Purchase Price. Commencing on the installation of the Astea (MIS and Accounting) System at the Purchaser's No. 1 and Purchaser's No. 2 Minneapolis/St. Paul Divisions, a 1.5% MAS royalty fee on gross sales by Purchaser Xx. 1's and Purchaser No. 2's respective Minneapolis/St. Paul Divisions shall be made incident to said determination. For exxx subsequent year described above in this paragraph for which Purchaser No. 1 and Purchaser No. 2 may be required to pay additional Purchase Price, the parties shall, in good faith, agree upon the MAS royalty fee to be charged hereunder based on the level of services and support being provided by Purchaser No. 1 and Purchaser No. 2 to its respective Minneapolis/St. Paul Division. Provided, however, such MAS royalty fee shall be 1.5% if txx xarties are unable to come to an agreement for each subsequent year. For purposes of this ...
Sample 1See All (4)
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Potential Adjustment to Purchase Price. If the earnings before interest and taxes ("EBIT") of the Purchaser's Access/ Memphis Division during any of fiscal years 1999 (January 6, 1999 to January 5, 2000), 2000, 2001 or 2002 exceed the applicable EBIT threshold for such year set forth below: Fiscal 1999 - $1,975,000.00 Fiscal 2000 - $2,225,000.00 Fiscal 2001 - $2,475,000.00 Fiscal 2002 - $2,725,000.00 Purchaser shall pay Seller, by bank check or wiring within ninety (90) days following the end of the fiscal year, an amount equal to fifty-five percent (55%) of the EBIT of Purchaser's Access/Memphis Division in excess of the EBIT Threshold for the applicable year or Portion thereof, subject to a cumulative limitation of Six Million Dollars ($6,000,000.00) during such aggregate period. Any EBIT shortfall in any year shall not be offset against any excess EBIT in any subsequent year(s) hereunder, it being the intent of the parties that the EBIT Threshold set forth herein shall apply to each applicable year separately, subject, however, to the cumulative limitation of Six Million Dollars ($6,000,000.00) during such aggregate period. Such cash payment by the Purchaser shall be additional Purchase Price which will be added to the good will allocation of the Purchase Price. Commencing on the later of January 6, 1999 or the installation of the Astea accounting system at Purchaser's Access/Memphis Division, a 1.5% MAS royalty fee on gross sales by the Purchaser's Access/ Memphis Division shall be made incident to said determination. For each subsequent year described above in this paragraph for which the Purchaser may be required to pay additional Purchase Price, the parties shall, in good faith, agree upon a MAS royalty fee to be charged hereunder based on the level of services and support being provided by the Purchaser to its Access/Memphis Division. Provided, however, such MAS royalty fee shall be 1.5% if the parties are unable to come to an agreement for each subsequent year. For purposes of this Section, the term "Access/Memphis Division" shall be defined as the Business acquired from Seller, whether operated solely, or in part, in Purchaser and/or any subsidiary, Affiliate or successor of Purchaser.
Sample 1See All (4)
Potential Adjustment to Purchase Price. Seller and Buyer shall calculate an adjustment to the Purchase Price based upon the following described formula: The Purchase Price shall be adjusted as follows:
Sample 1Sample 2
Potential Adjustment to Purchase Price. If the Net Profits Before Taxes ("NPBT") of Purchaser's Verity Solutions Division during any of fiscal years 2003, 2004 and 2005 exceed the applicable NPBT threshold for such year set forth below: Fiscal Year 2003 $126,800 Fiscal Year 2004 - $176,800 Fiscal Year 2005 - $226,800 Purchaser shall pay Seller, by bank check or wiring, within ninety (90) days following the end of the fiscal year, fifty percent (50%) of the NPBT of Purchaser's Verity Solutions Division in excess of the NPBT threshold for the applicable year, subject to a cumulative limitation of One Million Dollars ($1,000,000.00) during such aggregate period. Any NPBT shortfall in any year shall not be offset against any excess NPBT in any subsequent year(s) hereunder, it being the intent of the parties that the NPBT set forth herein shall apply to each applicable year separately, subject, however, to the cumulative limitation of $1,000,000.00 during such aggregate period. Such cash payment by Purchaser shall be additional Purchase Price, which will be added to the goodwill allocation of the Purchase Price.
Sample 1
Potential Adjustment to Purchase Price. Earn-Out No. 1. ---------------- If the EBITDA ("EBITDA") of Purchaser's System 5/Ballantyne Divisions computed as set forth in Section 4.6 during any of the fiscal periods set forth below equals or exceeds 70%, but is less than 100% of the applicable EBITDA Threshold for such period set forth below: Fiscal Year 2002 - (January 6, 2002 to January 5, 2003) $1,358,744 Fiscal Year 2003 - $1,358,744 Fiscal Year 2004 - $1,358,744 Purchaser shall pay Seller, by bank check or wiring within ninety (90) days following the end of the fiscal year, the following for such period: [(actual EBITDA / 1,358,744) - .7] (3.33) ($697,543.00). If the EBITDA ("EBITDA") of Purchaser's System 5/Ballantyne Divisions is greater than 100% of the applicable EBITDA Threshold, as listed above, Purchaser shall pay Seller, by bank check or wiring within ninety (90) E77 days following the end of the fiscal year, the amount of Six Hundred Ninety-Seven Thousand Five Hundred Forty-Three Dollars ($697,543.00) for such period. Any EBITDA shortfall in any year shall not offset any excess EBITDA in any subsequent year(s) hereunder, it being the intent of the parties that the EBITDA Threshold set forth herein shall apply to each applicable year separately, subject, however, to the ability of Seller to earn $697,543.00 for each fiscal year, or Two Million Ninety-Two Thousand Six Hundred Thirty Dollars ($2,092,630.00) if the EBITDA Threshold criteria were satisfied in all three years. Such cash payment by Purchaser shall be additional Purchase Price which will be added to the goodwill allocation of the Purchase Price.
Sample 1
Potential Adjustment to Purchase Price. Earn-Out No. 2. ---------------- If the EBITDA of Purchaser's System 5/Ballantyne Divisions in the aggregate during any of fiscal years 2002 (January 6, 2002 to January 5, 2003), 2003 and 2004 exceed the applicable EBITDA threshold for such year set forth below: Fiscal Year 2002 - $1,358,744 Fiscal Year 2003 - $1,358,744 Fiscal Year 2004 - $1,358,744 Purchaser shall pay Seller, by bank check or wiring within ninety (90) days following the end of the fiscal year, an aggregate amount equal to 42.60% of Fifty Percent (50%) of the EBITDA of Purchaser's System 5/Ballantyne Divisions in excess of the EBITDA threshold for the applicable year, subject to a cumulative limitation of Three Million Two Hundred Seventy-One Thousand Nine Hundred Seventy-Four Dollars ($3,271,974.00) during such aggregate period. Any EBITDA shortfall in any year shall not offset any excess EBITDA in any subsequent year(s) hereunder, it being the intent of the parties that the EBITDA threshold set forth herein shall apply to each applicable year separately, subject, however, to the cumulative limitation of $3,271,974.00 during such aggregate period. Such cash payment by Purchaser shall be additional Purchase Price, which will be added to the goodwill allocation of the Purchase Price.
Sample 1
Potential Adjustment to Purchase Price. Earn-Out No. 1 ---------------- If the Net Profits Before Taxes ("NPBT") of Purchaser No. 1's and Purchaser No. 2's eServ Solutions Group Divisions during any of fiscal years 2004 (January 6, 2004 to January 5, 2005), 2005 and 2006 exceed the applicable NPBT Threshold for such year set forth below: Fiscal Year 2004 - $450,000.00 Fiscal Year 2005 - $450,000.00 Fiscal Year 2006 - $450,000.00
Sample 1
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Potential Adjustment to Purchase Price. Earnout No. 2. --------------- If the Gross Sales of Purchaser No. 1's eServ Solutions Group and Purchaser No.2's eServ Solutions Group Divisions in the aggregate during any of the fiscal years 2004 (January 6, 2004 to January 5, 2005), and 2005 (and subject to the satisfaction of a minimum NPBT Margin for such year as set forth below) exceed the applicable Gross Sales threshold for such year set forth below: Fiscal Year 2004: ------------------- Gross Sales greater than or equal to $20,000,000.00 but less than or equal to $25,000,000.00 = $200,000.00 cash; or Gross Sales greater than $25,000,000.00 but less than or equal to $30,000,000.00 = $400,000.00 cash; or Gross Sales greater than $30,000,000.00 = $600,000.00 cash. Fiscal Year 2005: ------------------- Gross Sales greater than or equal to $25,000,000.00 but less than or equal to $30,000,000.00 = $200,000.00 cash; or Gross Sales greater than or equal to $30,000,000.00 but less than or equal to $35,000,000.00 = $400,000.00 cash; or Gross Sales greater than $35,000,000.00 = $600,000.00 cash. Purchaser No. 1 and Purchaser No. 2 shall pay Seller, by bank check or wiring within ninety (90) days following the end of the fiscal year, the applicable amount, if any, that may have been earned above. Any Gross Sales shortfall in any year shall not offset any excess Gross Sales in any subsequent year hereunder, it being the intent of the parties that the Gross Sales threshold set forth herein shall apply to each applicable year separately. Notwithstanding anything contained herein to the contrary for fiscal year 2005, in addition to satisfying the applicable Gross Sales criteria, Purchaser No. 1 and Purchaser No. 2 eServ Solutions Group Divisions must also achieve a minimum of 2% NPBT Margin for any payments to be made under this section. Such cash payment by Purchaser Xx. 0 xxx/xx Xxxxxxxxx Xx. 0 xxxxx xx additional Purchase Price No. 1 and Purchase Price No. 2, which will be added to the goodwill allocation of Purchase Price No. 1 and Purchase Price No. 2 as applicable. Purchaser No. 1 and Purchaser No. 2 shall pay their respective percentage of any amounts due hereunder, which percentage shall be predicated on the respective "Gross Sales" contribution made by each of the eServ Solutions Group Divisions to the computation set forth above.
Sample 1

Related to Potential Adjustment to Purchase Price

  • Adjustment to Purchase Price The parties agree that any indemnification payments made pursuant to this Agreement shall be treated for tax purposes as an adjustment to the Purchase Price, unless otherwise required by applicable law.

  • Agreement to Purchase Purchase Price Buyer acknowledges that it was the successful bidder for the Property at the Foreclosure Sale with a successful bid for the Property at the Foreclosure Sale in the amount of [ ] ($ ) (the “Purchase Price”), and agrees to purchase all of the interest in the Property from Seller in accordance with and in reliance upon the terms and conditions of this Agreement.

  • Purchase Price Adjustment (a) At least five (5) Business Days prior to the Closing, Trimble shall prepare and deliver to AGCO a statement (the “Estimated Company Closing Statement”) in substantially the form and calculated in accordance with accounting principles, policies, practices, procedures, classifications and methodologies attached hereto as Exhibit G, setting forth its good faith estimates of the Company Closing Cash (the “Estimated Company Closing Cash”), the Company Closing Indebtedness (the “Estimated Company Closing Indebtedness”), the Company Closing Working Capital (the “Estimated Company Closing Working Capital”) and the Company Closing Transaction Expenses (the “Estimated Company Closing Transaction Expenses”), in each case, with such estimates calculated based on Cash, Indebtedness, Working Capital and Transaction Expenses as of the prior month’s end close, which statement shall contain (i) an estimated balance sheet of the Company as of the end of the prior month (after giving effect to the Carve-Out Restructuring, but without giving effect to the JCA Contribution), and (ii) a calculation of the Estimated Company Closing Cash, the Estimated Company Closing Indebtedness, the Estimated Company Closing Working Capital and the Estimated Closing Transaction Expenses, in each case, as of the prior month’s end close, together with reasonable supporting documentation. Following the delivery of the Estimated Company Closing Statement, Trimble shall make its representatives reasonably available to AGCO to discuss the calculations contained in the Estimated Company Closing Statement, and the Parties shall consider in good faith the other Party’s comments to the Estimated Company Closing Statement. If any adjustments are made to the Estimated Company Closing Statement by Trimble following the good faith discussion of the Parties prior to the Closing, such adjusted Estimated Company Closing Statement shall thereafter become the Estimated Company Closing Statement for all purposes of this Section 2.7.

  • Post-Closing Purchase Price Adjustment (a) As soon as practicable, but no later than forty-five (45) calendar days after the Closing Date, Buyer shall cause to be prepared and delivered to Griffon a single statement (the “Closing Statement”) setting forth Buyer’s calculation of (i) the Net Working Capital, (ii) based on such Net Working Capital amount, the Net Working Capital Adjustment, (iii) the Closing Date Funded Indebtedness, (iv) the Closing Date Cash, (v) the Transaction Related Expenses and the components thereof in reasonable detail. Buyer’s calculation of the Net Working Capital, the Net Working Capital Adjustment, the Closing Date Funded Indebtedness, the Closing Date Cash and the Transaction Related Expenses set forth in the Closing Statement shall be prepared and calculated in good faith, and in the manner and on a basis consistent with the terms of this Agreement and the Accounting Principles (in the case of Net Working Capital) and the definitions thereof, and in the case of Net Working Capital shall also be in the same form and include the same line items as the Estimated Net Working Capital calculation, and shall otherwise (x) not include any changes in assets or liabilities as a result of purchase accounting adjustments or other changes arising from or resulting as a consequence of the transactions contemplated hereby, (y) be based on facts and circumstances as they exist as of the Closing and (z) exclude the effect of any decision or event occurring on or after the Closing. In furtherance of the foregoing, Buyer acknowledges and agrees that the Accounting Principles are not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies. If the Closing Statement is not so timely delivered by Buyer for any reason, then the Estimated Closing Statement shall be considered for all purposes of this Agreement as the Closing Statement, from which the Seller will have all of its rights under this Section 2.7 with respect thereto, including the right to dispute the calculations set forth in the Estimated Closing Statement in accordance with the procedures set forth in Section 2.7(b) and Section 2.7(c) mutatis mutandis.

  • Base Purchase Price Buyer agrees to pay for the Assets the total sum of Thirty Million and No/100 Dollars ($30,000,000.00) (“Base Purchase Price”) to be paid by direct bank deposit or wire transfer in same day funds at the Closing, subject only to the price adjustments set forth in this Agreement.

  • Cash Purchase Price The term "Cash Purchase Price" shall have the meaning set forth in Section 2.3(a).

  • The Purchase Price If the sale of the Property is not subject to HST, Seller agrees to certify on or before (included in/in addition to) closing, that the sale of the Property is not subject to HST. Any HST on chattels, if applicable, is not included in the Purchase Price.

  • Additional Adjustment If, in Dealer’s commercially reasonable judgment, the actual cost to Dealer (or an affiliate of Dealer), over any 10 consecutive Scheduled Trading Day period, of borrowing a number of Shares equal to the Number of Shares to hedge in a commercially reasonable manner its exposure to the Transaction exceeds a weighted average rate equal to 25 basis points per annum, the Calculation Agent shall reduce the Forward Price to compensate Dealer for the amount by which such cost exceeded a weighted average rate equal to 25 basis points per annum during such period. The Calculation Agent shall notify Counterparty prior to making any such adjustment to the Forward Price. Extraordinary Events: In lieu of the applicable provisions contained in Article 12 of the Equity Definitions, the consequences of any Extraordinary Event (including, for the avoidance of doubt, any Merger Event, Tender Offer, Nationalization, Insolvency, Delisting, or Change In Law) shall be as specified below under the headings “Acceleration Events” and “Termination Settlement” in Paragraphs 7(f) and 7(g), respectively. Notwithstanding anything to the contrary herein or in the Equity Definitions, no Additional Disruption Event will be applicable except to the extent expressly referenced in Paragraph 7(f)(iv) below. The definition of “Tender Offer” in Section 12.1(d) of the Equity Definitions is hereby amended by replacing “10%” with “20%.” Dividends: No adjustment shall be made if, on any day occurring after the Trade Date, Counterparty declares a distribution, issue or dividend to existing holders of the Shares of (i) any cash dividend (other than an Extraordinary Dividend) to the extent all cash dividends having an ex-dividend date during the period from and including any Forward Price Reduction Date (with the Trade Date being a Forward Price Reduction Date for purposes of this clause (i) only) to but excluding the next subsequent Forward Price Reduction Date differs from, on a per Share basis, the Forward Price Reduction Amount set forth opposite the first date of any such period on Schedule I, (ii) share capital or securities of another issuer acquired or owned (directly or indirectly) by Counterparty as a result of a spin-off or other similar transaction or (iii) any other type of securities (other than Shares), rights or warrants or other assets, for payment (cash or other consideration) at less than the prevailing market price as determined by Dealer. Non-Reliance: Applicable Agreements and Acknowledgments: Regarding Hedging Activities: Applicable Additional Acknowledgments: Applicable Hedging Party: Dealer Transfer: Notwithstanding anything to the contrary herein or in the Agreement, Dealer may assign, transfer and set over all rights, title and interest, powers, obligations, privileges and remedies of Dealer under the Transaction, in whole or in part, to (A) a wholly-owned subsidiary of Dealer, whose obligations hereunder are fully and unconditionally guaranteed by Dealer, or (B) any other wholly-owned direct or indirect subsidiary of Dealer with a long-term issuer rating equal to or better than the credit rating of Dealer at the time of transfer after obtaining Counterparty’s consent (which shall not be unreasonably withheld or delayed); provided that, (i) at the time of such assignment or transfer, Counterparty would not, as a result of such assignment or transfer, designation or delegation, reasonably be expected at any time (A) to be required to pay (including a payment in kind) to Dealer or such transferee or assignee or designee an amount in respect of an Indemnifiable Tax greater than the amount Counterparty would have been required to pay to Dealer in the absence of such assignment, transfer, designation or delegation, or (B) to receive a payment (including a payment in kind) after such assignment or transfer that is less than the amount Counterparty would have received if the payment were made immediately prior to such assignment or transfer, (ii) prior to such assignment or transfer, Dealer shall have caused the assignee, transferee, or designee to make such Payee Tax Representations and to provide such tax documentation as may be reasonably requested by Counterparty to permit Counterparty to determine that the transfer complies with the requirements of clause (i) in this Paragraph, and (iii) at all times, Dealer or any transferee or assignee or other recipient of rights, title and interest, powers, obligations, privileges and remedies shall be eligible to provide a U.S. Internal Revenue Service Form W-9 or W-8ECI, or any successor thereto, with respect to any payments or deliveries under the Agreement.

  • Adjustments to Purchase Price The Purchase Price shall be adjusted as follows:

  • Purchase Price; Allocation of Purchase Price (a) Subject to the terms and conditions of this Agreement, the purchase price for the Interests and the Purchased Assets (other than the Specified OUS Assets) (such amount, the “Purchase Price”) is payable as follows:

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