Calculation of the Purchase Price. The sellers are to receive a mixture of cash now, and shares in the buyer company. You should take advice from your accountant as to how to treat these items for tax purposes ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ .
Calculation of the Purchase Price. 4.1. The Purchase Price is the total of:
4.1.1 the sum of £ [■ ■ ■ ■ ] ( ■ ■ ■ ■ “ ■ ■ ■ ■ ”) ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ;
4.1.2 the sum of £ [amount], ■ ■ ■ ■ ■ ■ ■ ■ , ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ;
4.1.3 the sum of £ [amount], payable by the ■ ■ ■ ■ ■ ■ ■ ■ [ ■ ■ ■ ■ ] ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ [ ■ ■ ■ ■ ■ ■ ■ ■ - ■ ■ ■ ■ ■ ■ ■ ■ ], ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ;
4.2. The Sellers shall share ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ .
Calculation of the Purchase Price. (a) On each Business Day from and including the Closing Date to but excluding the Purchase Termination Date, the Seller shall deliver, or cause the Servicer to deliver, to the Issuer an accounting with respect to (i) the Purchases of Purchased Assets to be made on such Business Day and (ii) the Purchase Price to be paid on account of the foregoing as calculated in accordance with this Section 2.04. Such accounting, so long as ------------ LSFCC or an Affiliate of LSFCC acts as Servicer, will be included in the Daily Receivables Activity Report generated by the Servicer.
(b) With respect to the Purchase of any Purchased Assets by the Issuer pursuant to this Article II, (i) on the Closing Date, the Issuer shall pay to the Transferor a purchase price equal to 97.7% times the Unpaid Balance of all Receivables to be Purchased from the Seller and the Transferor on the Closing Date, $190,000,000 of which shall be funded through a capital contribution made by NF Industries, Inc. and the SPC Member to the Issuer and (ii) on each day after the Closing Date the Issuer shall pay to the Seller a purchase price equal to 97.7% (the "Purchase Price Percentage") times the Unpaid ------------------------- Balance of the Receivables to be Purchased from the Seller on such day (each such purchase price, the "Purchase Price"). To the extent that the Purchase -------------- Price otherwise to be paid on the Closing Date shall exceed the sum of the capital contribution described above plus the net proceeds from the sale of the Series of Notes then being issued, the parties hereto acknowledge that such Purchase Price shall be funded through, or otherwise by, a capital contribution made by NF Industries, Inc. and the SPC Member to the Issuer in the amount of such excess, the precise amount of which will be determined by the close of business on the Closing Date. Conversely, to the extent that the sum of such capital contributions plus net proceeds exceeds the Purchase Price owed on the Closing Date, the amount overpaid shall be credited to the Issuer's members as a return of capital. The Purchase Price Percentage may be recalculated no more frequently than monthly using a discount rate and expected collection period based on the Issuer's weighted cost of funds and Average Days Outstanding for the prior month and assuming a reasonable return on Issuer's equity and adjusted to reflect such factors as the Seller and the Issuer mutually agree will result in a Purchase Price determined...
Calculation of the Purchase Price. The aggregate purchase price to be paid by Buyer as consideration for all of the Purchased Securities shall equal FIFTY THOUSAND DOLLARS ($50,000.00 US) (the “Purchase Price”).
Calculation of the Purchase Price. 4.1. The Purchase Price is:
4.1.1 the sum of $ [amount] (the “Cash”) ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ;
4.1.2 the sum of $ [amount], payable by the allotment of [number] of Buyer New Shares in [ ■ ■ ■ ■ - ■ ■ ■ ■ ■ ■ ■ ■ ], ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ;
4.2. The Sellers shall share the Purchase Price in proportion ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ .
Calculation of the Purchase Price. 4.1. The Purchase Price is the total of:
4.1.1 the sum of $ [amount] (the “Cash”) ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ;
4.1.2 the sum of $ [amount], payable by the allotment of [number] of Buyer New Shares in the [ ■ ■ ■ ■ ■ ■ ■ ■ - ■ ■ ■ ■ ■ ■ ■ ■ ], ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ;
4.2. The Additional Price shall be calculated and paid under the terms mentioned in ■ ■ ■ ■ [ 6 ] ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ .
4.3. The Sellers shall share the Purchase Price in proportion ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ .
Calculation of the Purchase Price. Not less than three (3) Business Days prior to the Closing Date, the Seller Representative shall deliver to the Purchaser a statement setting forth the Seller Representative’s good faith estimate of each of the Closing Net Debt (the “Estimated Closing Net Debt”), the Closing Net Deferred Revenue (the “Estimated Closing Net Deferred Revenue”) and the Closing Working Capital (the “Estimated Closing Working Capital”), in each case prepared using the accounting policies, principles and methodologies set forth in Exhibit 1.01(a), Exhibit 1.01(b) and Exhibit 1.01(d), respectively (such statement, the “Estimated Closing Statement”). The Estimated Closing Statement shall contain only the line items set forth in Exhibit 1.01(a), Exhibit 1.01(b) and Exhibit 1.01(d). The Purchaser shall have an opportunity to review the Estimated Closing Statement, and the Seller Representative shall cooperate with the Purchaser in good faith to agree upon the Estimated Closing Statement in the event the Purchaser disputes any item set forth therein; provided that in the event any such dispute is not resolved prior to the Closing, the Estimated Closing Statement shall be definitive in respect of any such disputed items for purposes of calculating the Purchase Price.
Calculation of the Purchase Price. Terms defined in the Agreement will have the same meaning in this Schedule 5 (Purchase Price), unless specified otherwise. In this Schedule 5 and unless specified otherwise, a reference to a Clause means a reference to a clause of this Schedule 5.
Calculation of the Purchase Price. The Purchase Price with respect to the Servicing Rights shall be an amount equal to (i) the Aggregate Outstanding Principal Balance as of December 31, 2000 after deducting the amount of the Outstanding Principal Balance of Mortgage Loans that, as of December 31, 2000, are (a) ninety (90) days or more delinquent; (b) currently the subject of Legal Claims (other than bankruptcy proceedings); (c) in bankruptcy and as to which the Borrower has not made the last 2 our of 3 payments due preceding the Cut-Off Date; and (d) a Mortgage Loan in Foreclosure; multiplied by (ii) the Purchase Price Percentage.
Calculation of the Purchase Price. The "Purchase Price" as that term is used in this Agreement shall mean the sum of the Fair Market Value plus the TI Pay-Off Amount. Upon determination of the Purchase Price, Buyer and Seller shall sign a supplementary escrow instruction setting forth the Purchase Price, but a failure on the part of either party to sign the escrow instruction shall not excuse the party from its obligations under this Agreement.