Aggregate Purchase Price Clause Samples
The Aggregate Purchase Price clause defines the total amount to be paid by the buyer for all assets or interests being acquired under the agreement. This clause typically specifies whether the price is a fixed sum or subject to adjustments based on factors such as working capital, debt, or other financial metrics at closing. By clearly stating the overall purchase consideration, the clause ensures both parties have a mutual understanding of the total financial commitment, thereby reducing the risk of disputes over payment obligations.
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Aggregate Purchase Price. The aggregate purchase price (the "AGGREGATE PURCHASE PRICE") to be paid for the Assets shall consist of the sum of (i) Thirteen Million Seven Hundred Fifty Thousand Dollars ($13,750,000), as the purchase price for the Business and the intangible assets included in the Assets (the "BUSINESS AND INTANGIBLE ASSETS PURCHASE PRICE"); (ii) the New Vehicle Purchase Price (as defined in Section 3.1); (iii) the Demonstrator Purchase Price (as defined in Section 3.2); (iv) the Used Vehicle Purchase Price (as defined in Section 3.5); (v) the Parts Purchase Price (as defined in Section 4.4); (vi) the Miscellaneous Inventories Purchase Price (as defined in Section 5.1); (vii) the Work in Progress Purchase Price (as defined in Section 5.3); and (viii) the Fixtures and Equipment Purchase Price (as defined in Section 5.4). The parties acknowledge that the New Vehicle Purchase Price, the Parts Purchase Price, the Miscellaneous Inventories Purchase Price and the Work in Progress Purchase Price will be based upon information contained in Schedule 3.1 and the Inventory (as defined in Section 4.1), both of which are to be completed and delivered prior to the Closing Date. The parties also acknowledge that adjustments to those categories of Assets will have to be made after the Closing to reflect ordinary course increases or decreases in those assets between the time of delivery of such Schedule 3.1 and the Inventory and the Closing Date, and that the related components of the Aggregate Purchase Price will have to be adjusted to reflect any such adjustments to those Assets. All of the foregoing adjustments (with appropriate payments by the parties) will be made as promptly as possible after the Closing, the parties hereby agreeing to cooperate with each other in making such adjustments. Each party will use the Aggregate Purchase Price and Liabilities allocation described in Schedule 2.2 hereto in all reporting to, and all tax returns filed with, the Internal Revenue Service and other state and local taxing authorities. The Seller and the Buyer will execute and deliver to each other at Closing a declaration under Section 1060 of the Internal Revenue Code of 1986, as amended (the "CODE"), in the form set forth in the regulations promulgated thereunder, which declaration shall reflect the allocation on Schedule 2.2.
Aggregate Purchase Price. The aggregate purchase price for the Notes (the “Aggregate Purchase Price”) shall equal the result of (x) divided by (y), where (x) equals the Aggregate Principal Amount and (y) equals 1.25. Each date upon which a Closing occurs is a “Closing Date”.
Aggregate Purchase Price. 1 Agreements................................................................ 3
Aggregate Purchase Price. Subject to Section 2.2 below, the aggregate purchase price for the Assets (the “Purchase Price”) is $45,000,000.
Aggregate Purchase Price. The Company shall have consummated the Rights Offering, and the Subscription Agent shall have delivered to the Company the aggregate purchase price equal to $355,000,000 for the Common Shares and Preferred Shares issued in accordance with this Agreement.
Aggregate Purchase Price. The aggregate purchase price (the "Purchase Price") for the Assets is Forty Nine Million Nine Hundred Ninety Eight Thousand Dollars ($49,998,000.00), plus an amount equal to the sum of the following:
(a) An amount equal to the value of the inventory of propane gas located in United's bulk storage tanks and trucks as of the close of business on the Closing Date with the amount of such inventory to be based upon a reading from the sight gauge located on such bulk storage tanks and trucks taken by United (with Buyer having observation rights) on the Closing Date and priced based upon the cost method for inventory regularly employed by United in its inventory accounting practices (the "Propane Inventory");
(b) An amount equal to the value of the inventory of parts and appliances of United as of the close of business on the Closing Date, usable and saleable in the ordinary course of the Business of United, with the amount of such inventory to be based upon a physical inventory taken by United (with Buyer having observation rights) on June 30, 2003 and thereafter maintained by United throughout Closing Date in accordance with United's perpetual inventory method, with the value of such inventory at Closing to be based upon the cost method for inventory regularly employed by United in its inventory accounting practices (the "Parts and Appliances Inventory");
(c) For the accounts receivable arising from the Business of United and owned by United, the amount of which shall be determined from the books and records of United by Buyer and United, as of the close of business on the Closing Date ("Accounts Receivable"):
(i) An amount equal to ninety-five percent (95%) of the Accounts Receivable which have been due and payable for less than one hundred twenty (120) days prior to Closing Date;
(ii) An amount equal to fifty percent (50%) of the Accounts Receivable which have been due and payable for at least one hundred twenty (120) days but less than one hundred eighty (180) days prior to the Closing Date; and
(iii) No amount shall be payable for Accounts Receivable which are due and payable for one hundred eighty (180) days or more prior to the Closing Date;
(d) An amount equal to the cost of all Reimbursable Capital Items purchased by United after May 15, 2003 and prior to the Closing Date; and
(e) An amount equal to United's cost of sporting event tickets and related expenses listed on Schedule 3.1(e) for events subsequent to Closing Date. minus an amount equal to the s...
Aggregate Purchase Price. The aggregate cash consideration to be paid by Purchaser to Seller for the Transferred Rights is equal to the product of (a) the Purchase Rate, multiplied by (b) the Claim Amount (the product being the “Aggregate Purchase Price”), subject to adjustment pursuant to Section 6.
Aggregate Purchase Price. The Backstop Parties shall have delivered to the Company, as the total aggregate purchase price for the Unsubscribed Shares, an amount of readily available (same day) funds denominated in United States Dollars equal to the product obtained by multiplying (A) the Purchase Price (as it may be adjusted in accordance with the terms hereof) and (B) the number of Unsubscribed Shares (as it may be adjusted in accordance with the terms hereof).
Aggregate Purchase Price. The term, “Aggregate Purchase Price,” means an amount equal to the sum of:
Aggregate Purchase Price. (i) An aggregate of Five-Hundred Thousand Dollars ($500,000) (the "CASH PAYMENT").
(ii) Promissory notes of Buyer, dated as of the Closing Date substantially in the form of Exhibit J for an aggregate principal amount of no Dollars ($0) (the "NOTES")
(iii) An aggregate of 507,714 shares of Series A Common Stock of Buyer (the "SHARES"), certificates for which will be retained by Buyer pending release pursuant to Section 1.4.