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. 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. 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. 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
Sample 1
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.
Sample 1
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Calculation of Purchase Price and Payment 
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Related to Calculation of Purchase Price and Payment

  • 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.

  • 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 The Purchase Price shall be allocated among the Assets in accordance with an independent appraisal to be performed by BIA Consulting, Inc., at the expense of Buyer. Should the independent appraisal result in an allocation of (a) not more than $1,500,000.00 to Code ss. 1231 depreciable real property, being of the class commonly identified as buildings and other Improvements of a type requiring a capital gain rate to Seller for the recaptured portion thereof to be taxable under the Code at 25% nominal rates; (b) in the aggregate not more than $330,000.00 to Code ss. 1245 or personal property, being of the class commonly identified as Towers, fuel tanks and other similar Improvements, fixtures, appurtenances and other property, whether personal or real, of a type requiring the recaptured portion thereof or, with respect to personal property, the allocated amount thereof, to be taxable under the Code to Seller at ordinary income tax rates, and (c) the balance of the Purchase Price to be allocated to either non- depreciable real property and/or going concern value (or goodwill) taxable only as capital gain under the Code to Seller at 20% nominal rates, then Buyer and Seller shall agree thereto and use such allocations as are so established by the independent appraisal. Should the appraisal result in recommended allocations differing from the above parameters, (i) Seller shall have the right to approve of such differing allocations, or (ii) within three (3) days of notice by Seller of Seller's unwillingness to agree to such differing allocations, or should Buyer not agree to utilize allocations within the above parameters, then either Seller or Buyer shall have the right to terminate this Agreement without further liability. Buyer and Seller shall file with its respective federal income tax return for the tax year in which the Closing occurs, IRS Form 8594 containing the information set forth in the allocation. Buyer agrees to report the purchase of the Assets, and Seller agrees to report the sale of such Assets, for income tax purposes in a manner consistent with the information provided pursuant to this Section 3.3 and contained in IRS Form 8594.

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

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