Contingent Purchase Price Payments definition

Contingent Purchase Price Payments means certain payments to be made on or prior to May 31, 2012, not to exceed $10,000,000 in the aggregate, by the Borrower to Warburg Pincus Private Equity IX, L.P. and other designated Persons in accordance with that certain Stock Purchase Agreement, dated as of April 30, 2010, by and among Landec, the Borrower, Holdings and Warburg Pincus Private Equity IX, L.P., and the Transaction Bonus Plan of Holdings.
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Contingent Purchase Price Payments means certain payments not to exceed $10,000,000 in the aggregate made by the Borrower to the Seller and other designated Persons in accordance with the Stock Purchase Agreement and the Lifecore Biomedical, Inc. Transaction Bonus Plan.
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Contingent Purchase Price Payments means any deferred purchase price payments, earnouts, or performance based payments made in connection with any Permitted Acquisition.
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Examples of Contingent Purchase Price Payments in a sentence

  • The Parties agree that the Milestone Payment will be allocated 100% to the Milestone Patent and that the Closing Date Payment will be allocated in the order that they are received by the Seller to the assets set forth above in the order set forth on Schedule 3.4. The Parties agree that the Sales-Based Contingent Purchase Price Payments will be allocated to the licenses granted under Section 2.6.

  • Any such audits shall be at the sole expense of Seller, unless a variation or error in excess of Five Percent (5%) of the Contingent Purchase Price Payments actually paid is discovered in the course of any such audit, whereupon all costs relating thereto shall be paid by Purchaser, subject to the verification procedure described below.

  • General obligation bonds issued by local units of government are secured usually by a pledge of the issuer's ad valorem taxing power or other continuing revenue source.

  • Notwithstanding the foregoing, (1) the maximum amount of Contingent Purchase Price Payments payable hereunder is an amount equal to $[***] (the “Overall Contingent Purchase Price Cap”); and (2) in no event shall any Contingent Purchase Price Payment be payable for a Year in which an Underproduction Event occurs.

  • Subject to the terms and conditions of this Agreement, the aggregate purchase price for the Securities will be (a) Forty-Five Million Dollars ($45,000,000), minus the amount, if any, determined at and following Closing in accordance with Section 2.06 (as adjusted, the “Initial Purchase Price”), plus (b) the Contingent Purchase Price Payments, if any (collectively, the “Purchase Price”).

  • In the event that Borrower is prohibited from making the Contingent Purchase Price Payments, Borrower shall cause Parent to make such payments in accordance with its guaranty delivered to Seller under the Stock Purchase Agreement.

  • Except as provided below, the Company and the Shareholders’ obligations to provide indemnification under this Article V, in the aggregate, will not exceed 50% of the amount of the Purchase Price actually paid to the Company, which, for avoidance of doubt includes the Closing Cash Purchase Price, Buyer Stock, Deferred Cash Purchase Price and Contingent Purchase Price Payments.

  • 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 S chedule 2.2(a) of the Sellers’ Disclosure Schedule.

  • Payment of Principal, Redemption Premium, If Any, and Interest 26 SECTION 4.02.

  • This Agreement shall be effective on the Closing Date, if one occurs, and shall continue until the earlier the payment of all Contingent Purchase Price Payments pursuant to Section 4 or the expiration of Sellers’ payment rights hereunder.


More Definitions of Contingent Purchase Price Payments

Contingent Purchase Price Payments. Section 1.5(d) "December 31, 1999 Balance Sheet" Section 4.5(a) "Default Liabilities" Section 1.2(a) "Disputed Item" Section 1.3(b) "Earn Out Period" Section 1.5(a) "EBT" Section 1.5(a) "EBT Year" Section 1.5(a) "employee pension benefit plan" Section 4.18(a)(7) "Employee Plans" Section 4.18(a)(2) "employee welfare benefit plan" Section 4.18(a)(8) "Employment Agreement" Section 3.4 "Environmental Claims" Section 10.3(c) "Environmental Laws" Section 4.24(a)(2) "Environmental Permits" Section 4.24(a)(3) "Environmental Proceedings" Section 4.24(a)(1) "Environmental Response Costs" Section 10.3 "ERISA" Section 4.18(a)(3) "ERISA Affiliate" Section 4.18(a)(4) "Excluded Assets" Section 1.1 "FICA" Section 3.8 "Final Closing Net Worth" Section 1.3(b) "Final Closing Net Worth Statement" Section 1.3(b) "Final Payroll" Section 1.2(c) "Financial Statements" Section 4.5 "Fixed Portion of the Purchase Price" Section 1.2(a) "Funded Debt" Section 1.2(b) SCHEDULE 1 (CONT'D.)
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Contingent Purchase Price Payments has the meaning set forth in Section 3.5(b)(ii).
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Contingent Purchase Price Payments. (1) If (A) Shipments for the First Earn-Out Eligible Period (the “First Period Shipments”) are greater than $188,000,000, then the Seller shall be entitled to receive a payment in an amount equal to the lesser of (a) $1,666,666 and (b) the product of (x) First Period Shipments minus $188,000,000 and (y) 20%; and (B) the First Period Shipments are less than or equal to $188,000,000, no amount shall be payable to the Seller as a Contingent Purchase Price under this Section 3.5(b)(ii)(1).
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Contingent Purchase Price Payments is defined in Section 2.05(b). “Continuing Plans” is defined in Section 6.09(a).
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Contingent Purchase Price Payments shall have the meaning set forth in Section 2.4 hereof.
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Related to Contingent Purchase Price Payments

  • Over-allotment Purchase Price The Purchaser shall pay the Over-allotment Purchase Price by wire transfer of immediately available funds to the Company at least one business day prior to the Over-Allotment Closing Date in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price, the Company shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.

  • Cash Purchase Price has the meaning set forth in Section 2.1(b).

  • Closing Purchase Price shall have the meaning ascribed to such term in Section 2.1(b), which aggregate purchase price shall be net of the underwriting discounts and commissions.

  • Maximum Purchase Price has the meaning assigned to the term in the Pricing Side Letter.

  • Net Purchase Price has the meaning set forth in Section 2.1.

  • Purchase Price Adjustment Escrow Amount means $500,000.

  • Unit Purchase Price shall have the meaning ascribed to such term in Section 2.1(b).

  • Additional Loans Purchase Price means the dollar amount representing the aggregate purchase price of the related Additional Loans as specified in the applicable Additional Purchase Agreement (which, with respect to any Additional Loan purchased with funds on deposit in the Supplemental Purchase Account, will be equal to 100% of the aggregate principal balance of such Additional Loan, plus accrued interest to be capitalized).

  • Purchase Price Adjustment has the meaning set forth in Section 2.6.

  • Purchase Price has the meaning set forth in Section 2.2.

  • Additional Purchase Price has the meaning provided in Section 1.2(b).

  • Closing Date Purchase Price shall have the meaning set forth in Section 2.1 hereof.

  • Warrant Purchase Price shall have the meaning ascribed to such term in Section 2.1(b).

  • Purchase Amount means the total amount being paid by the Investor on a particular Closing Date to purchase the Securities.

  • Final Purchase Price has the meaning set forth in Section 2.02.

  • Loan Purchase Price With respect to any Home Equity Loan purchased from the Trust on or prior to a Monthly Remittance Date pursuant to Section 3.04, 3.06(b) or 8.10(b) hereof, an amount equal to the outstanding principal balance of such Home Equity Loan as of the date of purchase (assuming that the Monthly Remittance Amount remitted by the Servicer on such Monthly Remittance Date has already been remitted), plus all accrued and unpaid interest on such Home Equity Loan at the Coupon Rate to but not including the date of such purchase together with (without duplication) the aggregate amounts of (i) all unreimbursed Delinquency Advances and Servicing Advances theretofore made with respect to such Home Equity Loan, (ii) all Delinquency Advances which the Servicer has theretofore failed to remit with respect to such Home Equity Loan, (iii) all reimbursed Delinquency Advances and Servicing Advances to the extent that reimbursement is not made from the Mortgagor and (iv) any costs and damages incurred by the Trust in connection with any violation by the Home Equity Loan of any predatory or abusive lending law.

  • Contract Purchase Price means the amount actually paid or allocated in respect of the purchase, development, construction or improvement of a Property or the amount of funds advanced with respect to a Mortgage, or the amount actually paid or allocated in respect of the purchase of other Assets, in each case exclusive of Acquisition Fees and Acquisition Expenses, but in each case including any indebtedness assumed or incurred in respect of such Property.

  • Aggregate Purchase Price has the meaning set forth in Section 1.1.

  • Base Purchase Price has the meaning set forth in Section 2.2.

  • Maximum Purchase Amount means, for any CP Conduit, the aggregate Commitments of its Committed Purchasers, as set forth on Schedule I hereto.

  • Closing Fee has the meaning set forth in Section 2.09(c).

  • the Purchase Price means the price to be paid by the Buyer to the Seller for the purchase of the Property;

  • Initial Payment means the dollar amount specified as the “Initial Payment” in the applicable Purchase Agreement.

  • Minimum Purchase Price has the meaning set forth in Section 2.04.

  • Receivables Purchase Price The amount described in Section 2.02 of the Pooling Agreement.

  • Stock Purchase Price has the meaning set forth in Section 2 of the Subscription Agreement.