Positive Gross Margin definition

Positive Gross Margin means, with respect to any period, an amount equal to (a) the Net Sales derived from sales of Dust Hightail Products during such period, minus (b) the Cost of Sales attributable to such Dust Hightail Products during such period; provided, that if the aggregate Cost of Sales for such period exceeds the aggregate revenue (gross revenue less any sales discounts and allowances) for such period, Positive Gross Margin for such period shall be deemed to be zero for purposes of calculating any Contingent Payment for such period; provided, that the actual amount by which Cost of Sales exceeds revenue shall carry forward and reduce Positive Gross Margin in the next succeeding period (and, to the extent not fully offset, in each subsequent period thereafter) until fully absorbed.
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Examples of Positive Gross Margin in a sentence

  • Within 120 days following the end of each fiscal year (or partial fiscal year) during the Earn-Out Period, Purchaser shall deliver to Seller a written statement (the “Contingent Payment Statement”) setting forth Purchaser’s good faith calculation of the Contingent Payment, if any, for such period, together with reasonably detailed backup schedules showing, in summary and by product line, the calculation of Positive Gross Margin, including Net Sales, Cost of Sales, and any adjustments thereto.

  • Prior to satisfaction of the [***], one hundred percent (100%) of the Positive Gross Margin generated from the sale of Dust Hightail Products shall be applied to reduce the Net Fulfillment Cost of the [***], and no Contingent Payments shall accrue or be payable until such Net Fulfillment Cost has been reduced to zero in accordance with Exhibit C.

  • During the three (3) year period following the Closing Date (the “Earn-Out Period”), and subject to the satisfaction of the [***] described in Section 1.2(e)(iii), Seller shall be entitled to receive, as Contingent Payments, an amount equal to fifty percent (50%) of the Positive Gross Margin derived from sales of Dust Hightail Products during such Earn-Out Period, payable in shares of Purchaser Parent Common Stock, subject to the Contingent Payment Cap.

  • For purposes of calculating Positive Gross Margin hereunder, the following sales shall be excluded: (A) [***] and (B) units sold and subsequently returned by the dealer or customer for any reason.

  • During the Earn-Out Period, Purchaser shall maintain accurate books and records sufficient to calculate Positive Gross Margin and the Contingent Payments in accordance with this Agreement.