Credit to Purchase Price Sample Clauses

Credit to Purchase Price. A new Section 5.4.15 is hereby added to the Contract to provide as follows:
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Credit to Purchase Price. If the Consolidations as defined in the Consolidation Agreement close, the Xxxxxxx Money will be credited to the Consolidation Price as set forth in Section 1.12(a) of the Consolidation Agreement.
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Credit to Purchase Price. The Purchase Price payable at Closing shall be reduced by the aggregate amount of the Funded Payments, the Champion Payment, all amounts paid to Gxxxxxxx Xxxxxx, Inc. with respect to the audit and review of the Company’s financial statements, and all amounts (not to exceed $231,525) paid to Wxxxxxx Xxxxx or assumed by SMGI in connection with the amount owed by the Company to Mx. Xxxxx. 1.3. SMGI agrees acknowledges that all of the conditions to closing in Section 6.1, have been satisfied to date and agrees that, notwithstanding such conditions (other than the conditions in Section 6.1(f) and 6.1 (d)(i),(ii), (iv), (v) and (vi), which shall continue to be conditions to Closing in accordance with their terms; provided, that 6.1(d)(iv), (v) and (vi) need only be satisfied as of the Amendment Effective Date in order for such conditions to be deemed satisfied for all purposes), SMGI is unconditionally obligated to consummate the purchase and other transactions contemplated by the Agreement and this Amendment and pay the full Purchase Price (as may be adjusted by Sections 5.9 and 5.11) as provided in amended Section 7.1 of the Agreement (see section 1.4 of this Amendment below). Additionally, SMGI shall pay any additional amount required to purchase an extended discovery policy upon the Closing. 1.4. Section 7.1 of the Agreement is hereby amended in its entirety by inserting the following in lieu thereof. “The completion of any transactions of purchase and sale contemplated by this Agreement (the “Closing”) shall take place at the offices of TroyGould PC, 1000 Xxxxxxx Xxxx Xxxx, Xxxxx 0000, Xxx Xxxxxxx, Xxxxxxxxxx 00000 as soon as possible but in no event shall the Closing occur later than March 31, 2010 (the “Outside Date”) except that the Outside Date may be extended with approval of the Parties. In the event that the Closing has not occurred by the Outside Date, or in the event of any other material breach hereof by SMGI, then in addition to any other remedies available to the Company, on five business days notice, SMGI shall cause the SMGI Designees to appoint the designees of the Company to the Company’s board of directors (the “Company Designees”) and the SMGI Designees shall resign. The Company Designees shall be the individual(s) designated by Cxxxxxx Xxxxxxxx.” 1.5. Section 9.1(b) of the Agreement is hereby amended by inserting the following in lieu thereof:
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Credit to Purchase Price. Seller shall issue, at Closing, a credit of $100,000 to Buyer.
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Credit to Purchase Price. In addition to the credit provided in the First Amendment, Seller shall issue, at Closing, a credit to Buyer of $2,200 per day (beginning January 30, 2015) through the Closing date.
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Credit to Purchase Price. Notwithstanding anything in the Agreement to the contrary, the Buyer will be issued a FIFTEEN THOUSAND DOLLAR ($15,000.00) credit at Closing as a result of a drainage issue at the Property.
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Credit to Purchase Price. If PPD exercises the Warrant prior to the Maturity Date, then PPD may, at its option, elect to receive a credit in the amount of all unpaid principal, accrued interest and any other amounts due under the Promissory Note towards the purchase price of the Warrant Shares. If PPD does not exercise the Warrant prior to the Maturity Date, then: (a) If the Company has Two Million Dollars ($2,000,000) or more in liquid assets as of the Maturity Date, then the Company shall repay to PPD in cash all principal, accrued interest and other amounts due under the Promissory Note on the Maturity Date. (b) If the Company does not have Two Million Dollars ($2,000,000) or more in liquid assets as of the Maturity Date and if no Event of Default (as said term is defined in the Promissory Note) has then occurred, then the Company may, at its option in lieu of repaying the Loan in cash, issue to PPD on the Maturity Date such number of shares of the Company's common stock, valued at a price of $1.25 per share, as are necessary to satisfy in full all unpaid principal, accrued interest and other amounts due under the Promissory Note.
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Credit to Purchase Price. All Self-Help Costs shall be credited against and reduce the amount of the Purchase Price on a dollar-for-dollar basis for Buyer’s benefit.
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Credit to Purchase Price. If the Close of Escrow occurs, the actual costs of any Change Work shall be included in the Development Costs and BUYER shall be entitled to a credit against the Purchase Price in the amount of the Deposits made and released to pay for such costs of the Change Work.
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Related to Credit to Purchase Price

  • 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.

  • Agreement to Purchase Purchase Price Buyer acknowledges that it was the successful bidder for the Property at the Foreclosure Sale with a successful bid for the Property at the Foreclosure Sale in the amount of [ ] ($ ) (the “Purchase Price”), and agrees to purchase all of the interest in the Property from Seller in accordance with and in reliance upon the terms and conditions of this Agreement.

  • Adjustment to Purchase Price (a) The Closing Payment shall be increased by the parties' good faith estimate of the Current Assets of Seller and decreased by the parties' good faith estimate of the Current Liabilities of Seller as of the Closing Date (the "Closing Adjustment"), which adjustment shall be subject to final adjustment as provided for in paragraph (c) below. (b) No later than sixty (60) days after the Closing Date, or within three (3) days after receipt of the necessary accounting data from the NRTC Central Billing System, whichever is later, Purchaser shall make and deliver to Seller a balance sheet reflecting the Current Assets and Current Liabilities of Seller as of the Closing Date (the "Closing Date Balance Sheet"), prepared on a basis consistent with GAAP. For purposes of the Closing Adjustment and the Final Closing Adjustment (as hereinafter defined), the amount of Accounts Receivable of Seller to be included in the Closing Date Balance Sheet shall include only Accounts Receivable of Subscribers as reflected on Report 18A (Subscriber Accounts Receivable Aging By Account) of the NRTC Central Billing System Reports less a reserve of six percent (6%) for Accounts Receivable which are not collectible. In addition, the Closing Date Balance Sheet and the Final Closing Adjustment shall not include as a Current Asset any accounts receivable arising from Leased Subscriber Equipment. Purchaser may, by providing Seller with written notice at least five (5) days prior to the Closing, elect to purchase all, or certain of, the DSS(TM) subscriber equipment owned by Seller (other than Leased Subscriber Equipment) on the Closing Date; provided, however, Purchaser shall not have the right to acquire any assets attributable to Seller's Electric Business. Any such equipment which is purchased by Purchaser shall be included as Inventory in the Closing Date Balance Sheet. Except as set forth in this Section 4.4(b), no other assets or liabilities shall be included in the Closing Date Balance Sheet. Seller shall make available to Purchaser such documentation, back-up, invoices, and books and records of Seller as Purchaser may reasonably request. (c) Seller and Purchaser shall negotiate in good faith to reconcile any discrepancies which may arise in connection with the determination of the Closing Date Balance Sheet. If Seller and Purchaser are unable to reconcile such discrepancies, Seller shall have fifteen (15) days from presentment of the Closing Date Balance Sheet by Purchaser to notify Purchaser if Seller wishes to have Purchaser's determination examined. If Seller elects to have Purchaser's determination examined, it shall be submitted to the determination in Atlanta, Georgia, by the Certified Public Accounting firm of KMPG Peat Marwick (or any other independent Certified Public Accounting firm mutually acceptable to Seller and Purchaser), the cost of such examination to be paid fifty percent (50%) by Seller and fifty percent (50%) by Purchaser. The determination by Purchaser shall be final and binding on the parties unless Seller elects to have an examination as provided herein, in which case the results of the examination shall be made within thirty (30) days of such referral, and shall be final and binding on the parties (the "Final Closing Adjustment"). (d) To the extent the Final Closing Adjustment is less than the Closing Adjustment, Seller shall pay the difference in cash to Purchaser within five (5) days after the final determination. In the event the Final Closing Adjustment is greater than the Closing Adjustment, Purchaser shall pay such excess in cash to Seller within five (5) days after the final determination. If, following any payment pursuant to this Section 4.4(d), an error (in billing or reporting by NRTC or otherwise) is thereafter discovered which would have affected the Final Closing Adjustment, the party in whose favor the error was made shall immediately pay in cash the amount of such error to the other party.

  • Purchase Price (a) In consideration for the Shares, at the Closing: (i) the Buyer will pay to the Sellers at Closing an aggregate amount equal to (x) Three Million Dollars ($3,000,000), less (y) the sum of (A) any Extension Fee paid pursuant to the Collaboration Agreement and (B) the amount of any liabilities identified on Exhibit 2.2(a) and any other Company GAAP Liabilities (to the extent not paid by the Company prior to the Closing Date), by wire transfer of immediately available funds to the Sellers (the difference of (x) minus (y), the “Net Closing Payment”); (ii) the Buyer will pay the amount of liabilities specified on Exhibit 2.2(a) to such account or accounts specified by the Company for immediate distribution in payment of the liabilities set forth on Exhibit 2.2(a); provided, however, that in no event shall the amounts payable under this Section 2(a)(ii) exceed an amount equal to Three Million Dollars ($3,000,000) minus the Company GAAP Liabilities that are not specified on Exhibit 2.2(a); and (iii) the then outstanding amount of the [***] Loan shall be reduced to zero, ((i), (ii) and (iii) collectively, the”Closing Consideration”) 5 Confidential material which has been omitted and filed separately with the Securities and Exchange Commission. #32620513 v1 (i) The Buyer shall pay to [***] in his capacity as Seller Representative for further distribution to the Sellers at the Closing, the Net Closing Payment, by wire transfer of immediately available funds to the accounts in the United States specified by [***]6 in writing to the Buyer at least three (3) Business Days prior to the Closing. (c) In the event any Company GAAP Liabilities are identified within two (2) years after Closing that were not deducted from the Net Closing Payment as required by Section 2.2(a), Sellers shall reimburse Buyer for each and every such Company GAAP Liability within five (5) Business Days after receiving the Buyer’s written demand therefor. Subject to Section7.4(d), the foregoing does not limit or modify the indemnification obligations in Article 7.

  • Cash Purchase Price The term "Cash Purchase Price" shall have the meaning set forth in Section 2.3(a).

  • Base Purchase Price Buyer agrees to pay for the Assets the total sum of Thirty Million and No/100 Dollars ($30,000,000.00) (“Base Purchase Price”) to be paid by direct bank deposit or wire transfer in same day funds at the Closing, subject only to the price adjustments set forth in this Agreement.

  • Payment of Repurchase Price The Repurchase Price shall be payable, at the option of the Company or its assignee(s), by check or by cancellation of all or a portion of any outstanding purchase money indebtedness owed by Participant to the Company, or such assignee, or by any combination thereof. The Repurchase Price shall be paid without interest within sixty (60) days after exercise of the Repurchase Option.

  • Payment of the Purchase Price 4.2.1 At least three (3) Business Days prior to the Closing Date, Seller or Altor shall deliver to Buyers a statement that sets forth: (a) its good faith and reasonable best estimates of: (i) the Net Working Capital as of the Closing Date, as calculated and presented on Schedule 4.2.1(a)(i) attached hereto (the “Estimated Net Working Capital”); and (ii) the Cash as of the Closing Date, as calculated and presented on Schedule 4.2.1(a)(ii) attached hereto (the “Estimated Cash”); and (b) the allocation between the Altor Note and the SHB Note of the aggregate initial principal balance in the amount of USD 30 million less an amount equal to the difference between the Estimated Net Working Capital and the Normalized Net Working Capital on a USD by USD basis if the Estimated Net Working Capital is less than the Normalized Net Working Capital (the “Aggregate Initial Principal Balance”). 4.2.2 The cash purchase price to be paid by Buyers to Seller on Closing for the Transferred Shares (the “Cash Purchase Price”) shall be an amount in USD corresponding to the Preliminary Purchase Price (a) less the sum of the Consideration Shares multiplied by the Applicable Ampco Stock Price; and (b) less the Aggregate Initial Principal Balance of the Notes. 4.2.3 The amount to be repaid by Buyers to SHB on Closing as repayment on behalf of ÅAB of the outstanding principal, interest and other amounts due and owing with respect to the Existing Facilities (the “Bank Pay-Off Amount”) shall be an amount in USD corresponding to the Cash Amount (a) plus an amount equal to the difference between the Estimated Net Working Capital and the Normalized Net Working Capital on a USD by USD basis if the Estimated Net Working Capital exceeds the Normalized Net Working Capital provided that such amount shall not exceed SEK 20,000,000; (b) plus the Estimated Cash; (c) less the Unpaid Transaction Expenses; (d) less the Cash Purchase Price; (e) less the lower of (i) the R&W Insurance Premium and (ii) USD 300,000; and (f) plus any other amounts to be paid by Buyers to Seller pursuant to this Agreement. 4.2.4 The Bank Pay-Off Amount and the Aggregate Initial Principal Balance are adjusted in accordance with the provisions of Clause 8. 4.2.5 Any amounts to be paid by Buyers to Seller after Closing pursuant to this Agreement shall be added to the Bank Pay-Off Amount and be paid to SHB as compensation for cancellation of bank debt. 4.2.6 On the Closing Date, the Cash Purchase Price shall be paid by Buyer to SHB and the Converting Note and the Notes shall be issued by Buyer to SHB, in each case as repayment of bank debt on behalf of Seller and for the benefit of US Buyer, and the Bank Pay-Off Amount shall be paid by Buyer to SHB as repayment of bank debt on behalf of ÅAB and for the benefit of US Buyer. 4.2.7 For purposes of determining the Bank Pay-Off Amount pursuant to Clause 4.2.3 amounts in other currencies shall be translated into USD at the Exchange Rates as at four (4) Business Days prior to the Closing Date.

  • Deposit of Repurchase Price (a) Prior to 11:00 a.m., New York City time, on the Designated Event Repurchase Date or the Repurchase Date, the Company shall deposit with the Paying Agent or, if the Company is acting as the Paying Agent, shall segregate and hold in trust an amount of cash (in immediately available funds if deposited on the Designated Event Repurchase Date or the Repurchase Date, as the case may be), sufficient to pay the aggregate repurchase price of all the Exchangeable Debentures or portions thereof that are to be repurchased as of the Designated Event Repurchase Date or the Repurchase Date, as the case may be. (b) If on the Designated Event Repurchase Date or the Repurchase Date the Paying Agent holds funds sufficient to pay the repurchase price of the Debentures that Holders have elected to require the Company to repurchase in accordance with Section 5.01 or Section 5.02, as the case may be, then, on and after the Designated Event Repurchase Date or the Repurchase Date, as the case may be, such Exchangeable Debentures will cease to be outstanding, interest on such Exchangeable Debentures will cease to accrue and all other rights of the Holders of such Exchangeable Debentures will terminate, other than the right to receive the repurchase price upon delivery or book-entry transfer of the Exchangeable Debenture. This will be the case whether or not book-entry transfer of the Exchangeable Debenture has been made or the Exchangeable Debenture has been delivered to the Paying Agent.

  • Purchase Price Payment The total Purchase Price for the Property is the amount of the successful bid for the parcel at public auction.

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