Basic Purchase Price Sample Clauses

The Basic Purchase Price clause defines the initial amount that the buyer agrees to pay the seller for the goods, services, or assets being transferred under the agreement. This clause typically specifies the total price, the currency, and may outline any adjustments or exclusions, such as taxes or fees that are not included in the stated amount. By clearly stating the purchase price, this clause ensures both parties have a mutual understanding of the financial terms, reducing the risk of disputes over payment obligations.
Basic Purchase Price. The purchase price payable to Sellers for the Company Stock shall be Twenty-Three Million Five Hundred Thousand Dollars ($23,500,000.00) (the "Basic Purchase Price"), to be paid in immediately available federal funds, subject to adjustment as provided in Section 1.03.
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Basic Purchase Price. The Basic Purchase Price at which a holder may exercise this Warrant shall be a price per share equal to Twenty-two and No/100 Dollars ($22.00).
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Basic Purchase Price. The purchase price to be paid by Buyer for the Property is $825,000. The purchase price is subject to adjustment for proration of real estate taxes (including special assessments, if any), personal property taxes, and water and sewer bills with respect to the Property (as adjusted, the “Purchase Price”). The parties shall arrange for termination of Seller’s utility service at the Property on the Closing Date, and resumption of such service in the name of Buyer immediately thereafter. Seller shall be responsible for and pay all charges for utility service at the Property prior to and including the Closing Date, while Buyer shall be responsible for and pay all charges for such utility services after the Closing Date.
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Basic Purchase Price. The Basic Purchase Price at which a holder may exercise this Warrant shall be a price per share initially equal to $4.79; provided, however, in the event a Private Placement is effected on or before the date which is one year from the date of this Warrant and the offering price in such Private Placement is less than $4.79, the Basic Purchase Price of the Warrant shall be adjusted to be equal to (i) in the case of an Insider Private Placement, the issue price in such Private Placement and (ii) in the case of a Private Placement other than an Insider Private Placement, eighty percent (80%) of the issue price in such Private Placement.
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Basic Purchase Price. The purchase price of the Assets (herein called the "Purchase Price") shall be THREE HUNDRED THOUSAND DOLLARS ($300,000), based on September 9, 2007 inventory value of $179,203. If the inventory value at Closing is higher or lower by more than 5% the price shall be adjusted upward or downward by the inventory value in excess of the 5% permitted variance. The Purchase Price shall be allocated as set forth in SCHEDULE 2.01 attached hereto. The Buyer and the Seller (i) shall execute and file all tax returns in a manner consistent with the allocation so set forth on SCHEDULE 2.01 and (ii) shall not take any position on any tax return, before any governmental authority or in any judicial proceeding that is inconsistent with such allocation. The Seller and the Buyer shall each timely file a Form 8594 with the Internal Revenue Service in accordance with the requirements of Section 1060 of the Internal Revenue Code. .
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Related to Basic Purchase Price

  • 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.

  • 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).

  • Additional Purchase Price Purchaser shall pay to the Sellers an additional amount determined as follows: (i) Purchaser shall pay the Sellers in cash an aggregate amount (collectively, the “Earnout Payment”) equal to (i) the product of (x) 0.75 (the “Multiplier”) multiplied by (y) the Forward EBITDA plus (ii) the positive difference, if any, resulting from (x) the Forward EBITDA minus (y) the TTM Adjusted EBITDA, provided that if the Forward EBITDA is less than the TTM Adjusted EBITDA by $350,000 or more, the Multiplier shall be reduced from 0.75 to 0.5 and provided, further, if the Forward EBITDA exceeds the TTM Adjusted EBITDA by more than $350,000, then the Multiplier shall be increased from 0.75 to 1.0. No later than 45 days after the end of the Earnout Period, the Purchaser shall provide the Sellers with a detailed written calculation together with all supporting documentation that the Sellers may reasonably request, including but not limited to billing invoices, employee time records and salary records and Purchase Orders, of the Forward EBITDA for the Earnout Period (“Purchaser’s Earnout Calculation”). (ii) The Purchaser’ Earnout Calculation shall be prepared in consultation with the Purchaser’s independent auditors. Subject to Section 11.6, Purchaser shall pay to Sellers an aggregate amount of cash equal to the Earnout Payment set forth on Purchaser’s Earnout Calculation within the later of (A) 60 days of the delivery of Purchaser’s Earnout Calculation or (B) the resolution of any dispute related thereto pursuant to this Section 2.3(b). (iii) If either Active Shareholder objects to Purchaser’s Earnout Calculation, he shall deliver a written notice to Purchaser to such effect no later than 5:00 p.m. Eastern Time on the tenth (10th) day following delivery of Purchaser’s Earnout Calculation (such notice, an “Earnout Disagreement Notice”) accompanied by (A) supporting documents, work papers, and other data setting forth in reasonable detail the basis for such Active Shareholder’s disagreement with Purchaser’s Earnout Calculation and (B) a certificate signed by such Active Shareholder certifying that the Earnout Disagreement Notice was delivered in accordance with this Section 2.3(b). Failure of the Active Shareholders to deliver a Disagreement Notice by such date and time shall be deemed to constitute final and conclusive acceptance of all parties hereto of the Earnout Payment set forth in Purchaser’s Earnout Calculation for purposes of this Agreement (iv) If an Active Shareholder timely provides an Earnout Disagreement Notice, the Purchaser and Active Shareholders shall attempt to resolve such disagreement in good faith through discussions and negotiations for a period of at least thirty (30) days. Following the expiration of such thirty (30) day period, either Purchaser or either Active Shareholder may submit the matter to a mutually-agreeable accounting firm as designated arbitrator, for final resolution. The amount of the Earnout Payment determined by such arbitrator shall be final and binding on all parties hereto. (v) In connection with the Earnout Payment, at the Closing, Purchaser shall issue an aggregate of 2,000 shares of Series G Preferred Stock of Purchaser (the “Preferred Stock”) with terms and conditions as set forth in a Certificate of Designation (the “Certificate of Designation”) substantially in the form of Exhibit B hereto (such shares of Preferred Stock, the “Earnout Shares”). Sellers agree that that, as and when Purchaser makes any payment required by this Section 2.3(b), a number of Earnout Shares equal to (A) the amount of such payment divided by (B) $1,000 (with any resulting fractional shares calculated to the nearest three decimal places) shall be automatically cancelled without further action. In the event of any such cancellation, Sellers agree to promptly return any certificate(s) representing Earnout Shares to be marked as “cancelled” (and if less than all Earnout Shares were cancelled, reissuance for the balance of the Earnout Shares that remain outstanding). If the Earnout Payment, as finally determined, is less than $2,000,000, any outstanding Working Capital Shares shall be cancelled upon such final determination. In the event of any redemption of Earnout Shares, the amount of the Earnout Payment owed by Purchaser pursuant to this Agreement shall be reduced by the amount of such redemption. In the event of any conversion of Earnout Shares into shares of Purchaser’s Common Stock, the amount of the Earnout Payment owed by Purchaser pursuant to this Agreement shall be reduced by the fair market value of the shares into which such Earnout Shares were converted (with the fair market value deemed to be as the lowest closing trading price for the thirty days following conversion).

  • Purchase Price Payment The total Purchase Price for the Property is the amount of the successful bid for the parcel at public auction.