Calculations of Purchase Price Sample Clauses

Calculations of Purchase Price. (a) At least two (2) Business Days prior to the Closing Date, Seller shall prepare, or cause to be prepared, and deliver to the Indenture Trustee, the Owner Trustee on behalf of the Trust, the Series Administrator and the Note Purchaser, a statement, together with supporting documentation in sufficient detail reasonably acceptable to the Indenture Trustee, the Owner Trustee on behalf of the Trust and the Series Administrator (the “Seller’s Closing Statement”), which shall set forth Seller’s good faith estimate of the trial balances (allocating such trial balances among those Loans that are (I) then Current Loans, (II) those Loans that are Payment Status Unknown Loans and (III) those Loans that are neither Current Loans nor Payment Status Unknown Loans) with respect to the Loans within the Portfolio, as of the Cut-Off Date, of (i) the Estimated Corporate Advances (generated through its servicing system), (ii) the Estimated Stated Principal Balance, and (iii) the Estimated Accrued Interest (collectively and in the aggregate, the “Estimated Trial Balances”), respectively. The Seller’s Closing Statement shall allocate the Estimated Trial Balances between those Loans that are Document Defective Loans as of the balance date and those Loans that are not Document Defective Loans as of the balance date. Solely for purposes of computing the Seller’s Closing Statement and hence the amounts of the Purchase Price and Escrowed Amount payable at Closing (and subject to possible reclassification as Current Loans as part of determining the final related Purchase Price pursuant to Section 1.04(c)), Loans that have a due date for their related monthly payment during the time period between July 2, 2008 and July 15, 2008, inclusive, but which are not otherwise past due as of the Cut-off Date for any payment of principal or interest, shall not be deemed to be Current Loans for purposes of the Seller’s Closing Statement as of the Cut-off Date, but instead shall be deemed to be “Payment Status Unknown Loans.” Further, for purposes of the Seller’s Closing Statement, only (x) the reduced percentage of the Estimated Stated Principal Balances applicable to the Payment Status Unknown Loans that are not ultimately eligible for reclassification as Current Loans pursuant to Section 1.04(c) shall be included with respect to the Payment Status Unknown Loans, and (y) eighty percent (80%) of the Estimated Corporate Advances related to each of the Current Loans shall be included as respectiv...
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Related to Calculations of Purchase Price

  • Calculation of Purchase Price The “Purchase Price” to be paid to each Originator in accordance with the terms of Article III for the Receivables and the Related Rights that are purchased hereunder from such Originator shall be determined in accordance with the following formula: PP = OB x FMVD where: PP = Purchase Price for each Receivable as calculated on the relevant Payment Date. OB = The Outstanding Balance of such Receivable on the relevant Payment Date. FMVD = Fair Market Value Discount, as measured on such Payment Date, which is equal to the quotient (expressed as percentage) of (a) one, divided by (b) the sum of (i) one, plus (ii) the product of (A) the Prime Rate on such Payment Date, times (B) a fraction, the numerator of which is the Days’ Sales Outstanding (calculated as of the last day of the Fiscal Month immediately preceding such Payment Date) and the denominator of which is 365 or 366, as applicable.

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

  • 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.

  • Allocation of Purchase Price Buyer shall deliver to Seller at Closing a preliminary allocation among the Auctioned Assets of the Purchase Price and among such other consideration paid to Seller pursuant to this Agreement that is properly includible in Buyer's tax basis for the Auctioned Assets for Federal income tax purposes, and, as soon as practicable following the Closing (but in any event within 10 Business Days following the final determination of the Adjustment Amount), Buyer shall prepare and deliver to Seller a final allocation of the Purchase Price and additional consideration described in the preceding clause, and the post-closing adjustment pursuant to Section 3.02, among the Auctioned Assets (the "Allocation"). The Allocation shall be consistent with Section 1060 of the Code and the Treasury Regulations thereunder. Seller hereby agrees to accept Buyer's Allocation unless Seller determines that such Allocation was not prepared in accordance with Section 1060 of the Code and the regulations thereunder ("Applicable Law"). If Seller so determines, Seller shall within 20 Business Days thereafter propose any changes necessary to cause the Allocation to be prepared in accordance with Applicable Law. Within 10 Business Days following delivery of such proposed changes, Buyer shall provide Seller with a statement of any objections to such proposed changes, together with a reasonably detailed explanation of the reasons therefor. If Buyer and Seller are unable to resolve any disputed objections within 10 Business Days thereafter, such objections shall be referred to the Accountants, whose review will be limited to whether Buyer's Allocation of such disputed items regarding the Allocation was prepared in accordance with Applicable Law. The Accountants shall be instructed to deliver to Seller and Buyer a written determination of the proper allocation of such disputed items within 20 Business Days. Such determination shall be conclusive and binding upon the parties hereto for all purposes, and the Allocation shall be so adjusted (the Allocation, including the adjustment, if any, to be referred to as the "Final Allocation"). The fees and disbursements of the Accountants attributable to the Allocation shall be shared equally by Buyer and Seller. Each of Buyer and Seller agrees to timely file Internal Revenue Service Form 8594, and all Federal, state, local and foreign Tax Returns, in accordance with such Final Allocation and to report the transactions contemplated by this Agreement for Federal Income Tax and all other tax purposes in a manner consistent with the Final Allocation. Each of Buyer and Seller agrees to promptly provide the other party with any additional information and reasonable assistance required to complete Form 8594, or compute Taxes arising in connection with (or otherwise affected by) the transactions contemplated hereunder. Each of Buyer and Seller shall timely notify the other Party and each shall timely provide the other Party with reasonable assistance in the event of an examination, audit or other proceeding regarding the Final Allocation.

  • Purchase Price; Allocation of Purchase Price (a) Subject to the terms and conditions of this Agreement, the purchase price for the Interests and the Purchased Assets (other than the Specified OUS Assets) (such amount, the “Purchase Price”) is payable as follows:

  • Purchase Price; Payment of Purchase Price In addition to the Assumed Liabilities described below, the aggregate consideration for the Subject Assets (the “Purchase Price”) shall be the amount equal to: $2,000,000. The Purchase Price shall be subject to adjustment as set forth in Section 1.7 below as so adjusted.

  • Balance of Purchase Price The balance of the Purchase Price, less any apportionments set forth in Section 7 hereof, shall be paid in full by Buyer at the Closing by wire transfer of immediately available federal funds, as Seller shall direct.

  • Adjustment of Purchase Price NUMBER AND KIND OF SHARES OR NUMBER OF RIGHTS. The Purchase Price, the number and kind of shares covered by each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 11.

  • AMOUNT AND PAYMENT OF PURCHASE PRICE The total consideration and method of payment thereof are fully set out in Exhibit "A" attached hereto and made a part hereof.

  • Conditions of Purchases SECTION 3.01.

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