Cash Purchase Price The term "Cash Purchase Price" shall have the meaning set forth in Section 2.3(a).
Aggregate Purchase Price The aggregate purchase price for the Notes (the “Aggregate Purchase Price”) shall equal the result of (x) divided by (y), where (x) equals the Aggregate Principal Amount and (y) equals 1.25. Each date upon which a Closing occurs is a “Closing Date”.
Additional Purchase Price The purchase price for the Additional Shares (the "Additional Purchase Price") shall be an amount equal to (i) the difference between (1) the aggregate proceeds to Purchaser from the sale of the Optional Securities and (2) the aggregate cost to Purchaser, as notified by Purchaser to Seller at the Second Time of Delivery, of the Additional STRIPS, multiplied by (ii) a fraction, the numerator of which is the Firm Share Base Amount and the denominator of which is the number of Firm Securities.
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.
Closing Purchase Price Buyer shall have delivered the Closing Purchase Price in accordance with Section 2.5.
Amount of Purchase Price The purchase price per Share for each share which the Optionee is entitled to purchase under the Options shall be $1.60 per Share.
Purchase Price Payment The total Purchase Price for the Property is the amount of the successful bid for the parcel at public auction.
Receivables Purchase Price On the Closing Date, the Purchaser shall deliver to the Seller the Receivables Purchase Price, as provided in Section 2.1(b).
Purchase Price Payments (a) On the first Funding Date and ----------------------- on each Purchase Date on which any Receivables are purchased from a Seller by Buyer pursuant to Article I, on the terms and subject to the conditions of this --------- Agreement, Buyer shall pay to such Seller the Purchase Price for the applicable Receivables and Related Assets purchased on such day by Buyer from such Seller as follows:
(i) if such Receivable is then an Ineligible Receivable owned by ALS, ALS shall convey it to Buyer as a capital contribution;
(ii) if such Receivable is then an Ineligible Receivable owned by a Seller other than ALS, such Seller shall convey such Receivable to ALS, which shall in turn convey it to Buyer as a capital contribution;
(iii) if such Receivable is not an Ineligible Receivable at such time, Buyer shall pay the Purchase Price in the following priority:
(A) make a cash payment to such Seller of such Purchase Price, to the extent that Buyer has cash available to make such payment pursuant to Section 3.3; -----------
(B) if Buyer does not have cash available to pay the full Purchase Price, automatically decrease the aggregate amount of then outstanding Purchase Price Credits with respect to such Seller, but not below zero;
(C) if such Purchase Price exceeds the amounts available pursuant to clause (A), by automatically increasing the principal amount of the Purchase Money Note issued by Buyer to ALS by the lesser of (x) the amount of such excess and (y) the Remaining Available Amount under the Purchase Money Note; and
(iv) only if ALS is the Seller, if so elected by ALS, by deeming the remaining amount of such Receivables to constitute a capital contribution to Buyer; provided that no contribution of a Receivable shall be made, and such Receivable shall not be transferred hereunder, in the event that the 75% Test would be violated after giving effect to such contribution. In the event that Buyer has insufficient funds pursuant to the foregoing clauses (i) through (iv) to acquire any Receivables and (x) a Person other than ----------- ---- ALS is the Seller or (y) ALS is the Seller, but ALS does not elect to make the capital contribution described in the foregoing clause (iv), then such ----------- Receivables shall not be transferred to Buyer on such Purchase Date, and such Receivables shall continue to be owned by such Seller. ALS shall maintain a bookkeeping account for the benefit of the Sellers, and shall evidence the obligation of Buyer to pay each Seller the portion of the Purchase Price for such Seller's Receivables that has been allocated to the Purchase Money Note pursuant to clause (iii). ALS shall be responsible for ------------ allocating cash payments and amounts evidenced by the Purchase Money Note among the Sellers and shall maintain sufficient records with respect to the Purchase Money Note such that, on any day, it would be able to identify the amount owed by Buyer to each Seller. ALS and each other Seller agree that, prior to the Seller Maturity Date, Buyer shall be required to make payments in respect of the payment obligations evidenced by the Purchase Money Note only to the extent that it has cash available under Section 3.3, after taking into account amounts ----------- required to be established as reserves pursuant to the applicable Third Party Documents, amounts paid to Third Party Financiers in respect of interest, principal and other amounts owing to such Third Party Financiers and amounts paid in connection with the purchase of newly generated Receivables.
(b) If on each Business Day, the Unpaid Balance of a Purchased Receivable is either (w) reduced as a result of any defective goods or services, any cash discount or any adjustment by a Seller (whether individually or in its performance of duties as Servicer), (x) reduced or canceled as a result of a setoff in respect of any claim by any Person (whether such claim arises out of the same or a related transaction or an unrelated transaction and whether such claim relates to a Seller or any Affiliate thereof), (y) otherwise reduced as a result of any of the factors set forth in the definition of Dilution or (z) determined by the applicable Seller, Buyer or the Servicer to be on any date Ineligible Receivable as of the applicable Purchase Date, then, in such event, Buyer shall be entitled to a credit (each, a "Purchase Price Credit") against the Purchase Price otherwise payable to the applicable Seller hereunder equal to the full amount of such reduction or cancellation. If such Purchase Price Credit exceeds the original Purchase Price for the Receivables to be sold by the applicable Seller hereunder on the date such Purchase Price Credit arises, then the applicable Seller shall pay the remaining amount of such Purchase Price Credit in cash on the next succeeding Business Day. Upon the payment of any Purchase Price Credit relating to returned or repossessed goods, all right, title and interest in and to such goods shall be re-vested in the applicable Seller and Buyer shall have no further interest therein.
Purchase Price; Allocation of Purchase Price (a) The purchase price for the Purchased Assets and the Shares, subject to the adjustment set forth in Section 3.08(c), shall be an amount in cash (the “Purchase Price”) equal to (i) $32,000,000, minus (ii) the Estimated Closing Date Indebtedness, plus (iii) the Estimated Closing Date Cash, and minus (iv) the Inventory Adjustment, if any. The Purchase Price shall be paid to Seller at the Initial Closing in accordance with Section 3.08(b).
(b) Within forty-five (45) days after the Determination Date, Seller shall prepare and deliver to Buyer an allocation of the final Purchase Price (plus the amount of Assumed Liabilities and Liabilities of the Purchased Subsidiaries, in each case, to the extent properly taken into account for U.S. federal and other applicable income tax purposes) among the Purchased Assets and the assets of the Purchased Subsidiaries for U.S. federal income tax purposes, consistent with the procedures in Section 3.08(c) and in accordance with applicable Law and taking into account Section 7.08 and the section 336(e) elections referred to in Section 7.04(d) (the “Allocation Statement”). If Buyer does not object to the Allocation Statement within thirty (30) days after receipt, the Allocation Statement shall be final and binding on the Parties. If Buyer does object to the Allocation Statement within such period, then Buyer and Seller shall negotiate in good faith to resolve promptly any such objection. If Buyer and Seller do not obtain a final resolution within thirty (30) days after Buyer has so objected (or such longer period as mutually agreed between Buyer and Seller), then the dispute shall be resolved by the Auditor, and the procedures for such resolution (including the allocation of liability for the Auditor’s fees and expenses) shall be consistent with the procedures set forth in Section 3.09(c) (with such provisions applying to this Section 3.07(b) mutatis mutandis). Promptly after any adjustment to the amount of
