Calculation of Purchase Price and Payment Sample Clauses

Calculation of Purchase Price and Payment. 30 2.1 Purchase and Sale of the Purchased Interests 30 2.2 Closing Actions 31 2.3 Purchase Price Adjustment 33 2.4 Purchase Price Allocation 36 2.5 Stock Consideration Reduction 37 2.6 Withholding 37 ARTICLE 3 THE CLOSING 38 3.1 Closing; Closing Date 38 ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF THE SELLER 38 4.1 Organization 38 4.2 Binding Obligations 38 4.3 No Defaults or Conflicts 39 4.4 No Governmental Authorization Required 39 4.5 The Purchased Interests 39 4.6 Litigation 40 4.7 International Trade Laws 40 4.8 Brokers 40 4.9 Seller’s Reliance 40 4.10 Exclusivity of Representations 41 4.11 Investment Purpose 41 ARTICLE 5 REPRESENTATIONS AND WARRANTIES OF THE COMPANY 42 5.1 Organization and Qualification 42 5.2 Capitalization of the Company 42 5.3 Subsidiaries 43 5.4 Binding Obligation 44 5.5 No Defaults or Conflicts 44 5.6 No Governmental Authorization Required 45 5.7 Financial Statements; No Undisclosed Liabilities 45 5.8 Intellectual Property 46 5.9 Data Protection and Data Privacy 48 5.10 Compliance with Laws 49 5.11 Contracts 50 5.12 Litigation 53 5.13 Taxes 53 5.14 Permits 55 5.15 Employee Benefit Plans 55 5.16 Employment and Labor Relations 57 5.17 Environmental Compliance 58 5.18 Insurance 58 5.19 Title to Assets; Real Property 59 5.20 Affiliate Transactions 60 5.21 Customers and Suppliers 60 5.22 Absence of Certain Changes 61 5.23 Product Liability; Product Warranty 61 5.24 Brokers 61 5.25 Subsidies 62 5.26 Company’s Reliance 62 5.27 Exclusivity of Representations 62
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Calculation of Purchase Price and Payment. 2.1 Sale and Purchase of Stock 10 2.2 Payment at the Closing 11 2.3 Income Adjustment and Working Capital Adjustments 11
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Calculation of Purchase Price and Payment. 8 2.01 Sale and Purchase of Shares.................................8 2.02 Payments in Respect of Real Estate.........................10 2.03 Payment of Purchase Price at the Closing...................10 2.04
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Calculation of Purchase Price and Payment. 8 2.1. Sale and Purchase of Stock 8 2.2. Payment of the Purchase Price 9 2.3. Purchase Price Adjustments 9 ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE SELLERS 12 3.1. Organization and Qualification 12 3.2. Title to the Stock 13 3.3. Subsidiaries 13 3.4. Binding Obligation 13 3.5. No Default or Conflicts 13 3.6. No Governmental Authorization or Consent Required 13 3.7. Financial Statements 14 3.8. Powers of Attorney 14 3.9. Brokers 14 3.10. Compliance with Laws 14 3.11. Insurance 15 3.12. Litigation 15 3.13. Approvals 15 3.14. Labor Matters 15 3.15. Employee Benefit Plans 16 3.16. Real Property 18 3.17. Tax Matters 20 3.18. Contracts and Commitments 20 3.19. Government List 21 3.20. ASCRP 21 3.21. Assets 22
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Calculation of Purchase Price and Payment. Section 2.01. Purchase and Sale of the Capital Interests, Loan Notes and Aviation Loans. Subject always to Section 2.03, at the Closing provided for in Article 3, upon the terms and subject to the conditions of this Agreement, each Seller shall sell, transfer and deliver to the Buyer, and the Buyer shall acquire from such Seller, good, valid and marketable title to the Capital Interests, Loan Notes and Aviation Loans owned by such Seller as listed on Exhibit A attached hereto, free and clear of all Encumbrances.
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Calculation of Purchase Price and Payment. Section 2.1 Purchase and Sale of the Shares 18 Section 2.2 Transactions to Be Effected at the Closing 18 Section 2.3 Purchase Price Adjustment 19 Section 2.4 Treatment of Options and Preferred Shares 21 Section 2.5 Earn Out 22 Section 2.6 Relationship Among the Sellers 24 Section 2.7 Reserve Account 26 Section 2.8 Withholding 27
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Calculation of Purchase Price and Payment 
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Related to Calculation of Purchase Price and Payment

  • Calculation of Purchase Price The bank’s ownership interest in a security will be quantified one of two ways: (i) number of shares or other units, as applicable (in the case of equity securities) or (ii) par value or notational amount, as applicable (in the case of non-equity securities). As a result, the purchase price (except where determined pursuant to clause (ii) of the preceding paragraph) shall be calculated one of two ways, depending on whether or not the security is an equity security: (i) the purchase price for an equity security shall be calculated by multiplying the number of shares or other units by the applicable market price per unit; and (ii) the purchase price for a non-equity security shall be an amount equal to the applicable market price (expressed as a decimal), multiplied by the par value for such security (based on the payment factor most recently widely available). The purchase price also shall include accrued interest as calculated below (see Calculation of Accrued Interest), except to the extent the parties may otherwise expressly agree, pursuant to clause (ii) of the preceding paragraph. If the factor used to determine the par value of any security for purposes of calculating the purchase price, is not for the period in which the Bank Closing Date occurs, then the purchase price for that security shall be subject to adjustment post-closing based on a “cancel and correct” procedure. Under this procedure, after such current factor becomes publicly available, the Receiver will recalculate the purchase price utilizing the current factor and related interest rate, and will notify the Assuming Institution of any difference and of the applicable amount due from one party to the other. Such amount will then be paid as part of the settlement process pursuant to Article VIII.

  • Purchase Price and Payment The total Purchase Price for the Property is the amount of the successful bid for the Cabin/Home Site at public auction plus the Maximum Value of the Personal Property.

  • Purchase Price and Payment Terms The Customer shall pay to Elevator Contractor for the Work specified in paragraph one of this contract the sum of Twenty-Five Thousand Nine Hundred Dollars ($25,900.00), plus the cost of any Customer Selected Options, the “Purchase Price”, in accordance with the following schedule: • $15,600.00, Plus the cost of any Customer Selected Options, (“First Payment”) shall be due upon contract signing. The first payment shall be considered a non-refundable deposit which shall become the property of Elevator Contractor should this contract be cancelled by the Customer at any time or should the Customer be in default of this Contract, and, if the Elevator Contractor’s reasonable and fully documented costs and expenses incurred in connection with this Contract exceed the non-refundable deposit amount, the Customer agrees to reimburse the Elevator Contractor for the excess. • $7,800.00, payment (“Second Payment”) of the Purchase Price shall be due upon delivery of the Work to the Customer’s job location and prior to the commencement of installation. • $2,500.00, payment (“Third Payment”) of the Purchase Price shall be paid to Elevator Contractor when the installations of the Work are substantially complete and prior to turnover to customer. Customer agrees to permit Elevator Contractor to commence installation within one week of Elevator Contractor’s receipt of equipment from the factory. If the installation is delayed, halted or interrupted for any other reason beyond the control of Elevator Contractor, (including but not limited to Customer not having permanent power at the installation site) the balance due, less the sum of one thousand dollars, is to be paid to Elevator Contractor at that time. The balance of one thousand dollars shall be paid by Customer to Elevator Contractor within 10 days of completion of installation. In the event the Customer fails to; (a) submit approved drawings for production of the Equipment (b) permit the Elevator Contractor to commence installation following receipt of equipment, (c) fails to or ensure work by others is completed in a timely manner to enable the Elevator Contractor to complete its work, (d) fails to make any payment when due, the Elevator Contractor shall be permitted to cease work and cancel the contract without further obligation or penalty. 12/21/2020 Page 1 of 6 Elevator Contractor Initial Customer Initial All payments are to be made payable to Florida Lifts LLC and sent to: Florida Lifts LLC X.X. Xxx 000000 Xxxxxxx Xxxxx, XX. 33704-0708 Customer agrees to pay late fees at a rate of 1% per month on all amounts past due.

  • Determination of Purchase Price The Securities Administrator will be responsible for determining the Purchase Price for any Mortgage Loan that is sold by the Trust or with respect to which provision is made for the escrow of funds pursuant to this Section 2.03 and shall at the time of any purchase or escrow certify such amounts to the Depositor; provided that the Securities Administrator may consult with the Servicer to determine the Purchase Price unless the Servicer is the Purchaser of such Mortgage Loan. If, for whatever reason, the Securities Administrator shall determine that there is a miscalculation of the amount to be paid to the Trust, the Securities Administrator shall from monies in a Distribution Account return any overpayment that the Trust received as a result of such miscalculation to the applicable Purchaser upon the discovery of such overpayment, and the Securities Administrator shall collect from the applicable Purchaser for deposit to the Securities Account any underpayment that resulted from such miscalculation upon the discovery of such underpayment. Recovery may be made either directly or by set-off of all or any part of such underpayment against amounts owed by the Trust to such Purchaser.

  • Purchase Price and Payment Date Each Asset purchased by the Receiver pursuant to this Section 3.4 shall be purchased at a price equal to the Repurchase Price of such Asset less the Related Liability Amount applicable to such Asset, in each case determined as of the applicable Put Date. If the difference between such Repurchase Price and such Related Liability Amount is positive, then the Receiver shall pay to the Assuming Institution the amount of such difference; if the difference between such amounts is negative, then the Assuming Institution shall pay to the Receiver the amount of such difference. The Assuming Institution or the Receiver, as the case may be, shall pay the purchase price determined pursuant to this Section 3.4(d) not later than the twentieth (20th) Business Day following the applicable Put Date, together with interest on such amount at the Settlement Interest Rate for the period from and including such Put Date to and including the day preceding the date upon which payment is made.

  • Price and Payment 4.1 Unless otherwise specified in the Purchase Order, the price for the Work includes all taxes and other charges such as shipping and delivery charges, duties, customs, tariffs, imposts and government-imposed surcharges. Supplier will, at Cisco’s request, break-out from the price all such taxes and other charges, in its invoices. Supplier shall use its best efforts to assist Cisco in all legal efforts to minimize the taxes resulting from the performance of this Purchase Order.

  • Allocation of Purchase Price Seller and Purchaser shall use commercially reasonable efforts to agree to an allocation of the Initial Purchase Price, Assumed Liabilities, and any other items constituting consideration for applicable income Tax purposes (to the extent known at such time) among the Purchased Assets that complies with Section 1060 of the Code and the Treasury regulations promulgated thereunder as soon as commercially practicable (but in any event by the Closing Date (the “Allocation”)). If Purchaser and Seller are unable to agree on an Allocation by the Closing Date, each of Purchaser and Seller shall use its own allocation of the Initial Purchase Price and the Final Purchase Price, as applicable. If Seller and Purchaser reach an agreement with respect to the Allocation, (i) the parties shall use commercially reasonable efforts to update the Allocation in a manner consistent with Section 1060 of the Code following any adjustment to the Initial Purchase Price or the Final Purchase Price, as applicable, pursuant to this Agreement, and (ii) Seller and Purchaser shall, and shall cause their Affiliates to, report consistently with the Allocation in all Returns, including IRS Form 8594, which Purchaser and Seller shall timely file with the IRS, and neither Seller nor Purchaser shall take any position in any Return that is inconsistent with the Allocation, as adjusted, in each case, unless required to do so by a final determination as defined in Section 1313 of the Code. Each of Seller and Purchaser agree to promptly advise each other regarding the existence of any Tax audit, controversy or litigation related to the Allocation.

  • Payment of Purchase Price The Purchase Price shall be paid as follows:

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