Determination and Payment of Purchase Price. (a) For the purposes hereof, the following terms shall be defined as indicated below:
Determination and Payment of Purchase Price. (a) Except as otherwise provided in Section 2.1 hereof, the purchase price to be paid for the purchase of a Membership Interest of the Company pursuant to this Agreement shall be determined from unaudited financial statements of the Company at the date and for the period indicated in the foregoing provisions hereof, prepared by the Company's independent public accountants in accordance with generally accepted accounting principles consistently applied. "
Determination and Payment of Purchase Price. On the day that is two (2) business days prior to the date scheduled for the Closing, Seller shall furnish to Buyer (i) a summary of the Base Price adjustments to be effected at the Closing pursuant to Sections 3.4, 7.6 and 8.5 hereof, and (ii) based upon the information at (i), a calculation of the Purchase Price. Buyer and Seller shall work together diligently and in good faith prior to the Closing in an effort to agree upon the amount of the adjustments necessary to determine the Purchase Price, and if they do so agree, the agreed amount thereof, less the Deposit, shall be paid by Buyer to Seller by wire transfer of immediately available funds at the Closing. If the parties cannot agree on the adjustment amounts necessary to determine the Purchase Price, the Closing shall occur as scheduled based on Seller’s reasonable, good faith estimate of the Purchase Price (“Seller’s Estimate”) and the difference between Seller’s Estimate and Buyer’s calculation of the Purchase Price shall be deposited in escrow with a mutually-agreeable corporate escrow agent pending a final determination of the Purchase Price. In such event the final Purchase Price shall be determined either (i) by subsequent agreement of the parties, or (ii) by binding arbitration pursuant to an arbitration proceeding initiated and conducted in accordance with the Commercial Arbitration Rules of the AAA. The arbitration proceedings shall be conducted in Oklahoma City, Oklahoma, by a single arbitrator agreed to by the parties, or if they are unable to agree, selected by the AAA. The arbitrator shall be a businessman or attorney experienced in transactions involving the sale and purchase of oil and gas properties. The decision of the arbitrator shall be conclusive and binding on the parties. In the event arbitration is necessary to determine the Purchase Price, prior to initiating the arbitration, each party shall furnish to the other a statement of such party’s calculation of the final Purchase Price. All fees and expenses of the arbitration, including attorneys’ fees, expert witness fees and all other out-of-pocket expenses of both parties, shall be paid by the party whose calculation of the Purchase Price bears the greatest difference from the Purchase Price determined by the arbitrator. The award of the arbitrator shall not be subject to appeal or judicial review of any nature and shall be promptly furnished to the escrow agent who shall make distribution of the escrowed funds in a manner cons...
Determination and Payment of Purchase Price. Subject to adjustment pursuant to Section 2.2 hereof, the aggregate purchase price to be paid by Buyer to the Seller for the Company Stock (the "Purchase Price"), shall be THIRTY-FOUR MILLION TWO HUNDRED FIFTY THOUSAND AND 00/100 ($34,250,000.00) DOLLARS, payable at the Closing as follows:
Determination and Payment of Purchase Price. On the day that is two (2) business days prior to the date scheduled for the Closing, Seller shall furnish to Buyer (i) a summary of the Base Price adjustments to be effected at the Closing pursuant to Sections 7.6 and 7.7 hereof, and (ii) based upon the information at (i), a calculation of the Purchase Price. Buyer and Seller shall work together diligently and in good faith prior to the Closing in an effort to agree upon the amount of the adjustments necessary to determine the Purchase Price, and if they do so agree, the agreed amount thereof shall be paid by Buyer to Seller by wire transfer of immediately available funds at the Closing. Subject to each party’s right as provided in Sections 3.4(d) and 8.5(d) in this Agreement to terminate this Agreement if the adjustment to the Purchase Price as a result of the sum of Title Defect and Environmental Defect adjustments being more than One Hundred Thousand and No/100 Dollars ($100,000.00), if the parties cannot agree on the adjustment amounts necessary to determine the Purchase Price and if neither party terminates the Agreement in accordance with Sections 3.4(d) or 8.5(d), the Closing shall occur as scheduled based on Seller’s reasonable, good faith estimate of the Purchase Price (“Seller’s Estimate”) and the difference between Seller’s Estimate and Buyer’s calculation of the Purchase Price shall be deposited in escrow with a mutually agreeable escrow agent pending a determination of the final Purchase Price. In such event the final Purchase Price shall be determined either (i) by subsequent agreement of the parties, or (ii) by binding arbitration pursuant to an arbitration proceeding initiated and conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association (“AAA”). The arbitration proceedings shall be conducted in Midland, Texas, by a single arbitrator agreed to by the parties, or if they are unable to agree, selected by the AAA. The arbitrator shall be a businessman or attorney experienced in transactions involving the sale and purchase of oil and gas properties. The decision of the arbitrator shall be conclusive and binding on the parties. In the event arbitration is necessary to determine the Purchase Price, prior to initiating the arbitration, each party shall furnish to the other a statement of such party’s calculation of the Purchase Price. All fees and expenses of the arbitration, including attorneys’ fees, expert witness fees and all other out-of-pocket exp...
Determination and Payment of Purchase Price. 4.1.1 The total purchase price for the Shares (“Purchase Price”) shall be: 16,027,712.64 EUR (in words sixteen million twenty seven thousand seven hundred and twelve Euros and sixty four Euro cent). The Purchase Price consists of (i) a base amount of 9,455,000.00 EUR (in words nine million four hundred fifty five thousand Euros) plus (ii) a sum of cash and cash equivalents according to the Companies consolidated financial statement based on US GAAP for the period ending on December 31, 2015 in the amount of 12,872,712.64 EUR (in words: twelve million eight hundred seventy two thousand seven hundred and twelve Euros and sixty four Euro cent) minus (iii) the amount of Permitted Leakage as defined in Section 5.1.1b).
Determination and Payment of Purchase Price. Subject to adjustment pursuant to Section 1.2 hereof, the aggregate purchase price to be paid by Buyer to the Companies for the Assets (the "Purchase Price") and the aforementioned non-competition agreement of the Companies and Shareholders, shall be FOUR HUNDRED SEVENTY-FIVE THOUSAND AND 00/100 DOLLARS ($475,000.00), payable to the Companies by delivery of newly issued shares of the Common Stock, par value $.001, of IHS (the "IHS STOCK").
Determination and Payment of Purchase Price. (a) As soon as practicable after the Effective Date, Seller shall prepare and deliver to Buyer a balance sheet as of the Effective Date (the "Closing Balance Sheet"). The Closing Balance Sheet shall be audited by an internationally recognized certified public accountant firm. The Closing Balance Sheet shall be prepared by Seller (at its expense) accurately and in accordance with International Accounting Standards with amounts expressed in SEK using prevailing exchange rates (as reported by the Swedish Central Bank as of the Effective Date) and, to the extent possible given the difference in audit valuation of individual items between Swedish GAAP and International Accounting Standards, in a manner consistent with, and using the same methodology as, the Balance Sheet, including "Adjustments" and "Group Adjustments" consistent with, and using the same methodology as, the "Adjustments" and "Group Adjustments" in the Balance Sheet. In the event Buyer asserts that the nature or amount of any item reflected on the Closing Balance Sheet which affects the determination of Closing Net Worth is not in accordance with International Accounting Standards or is not determined in a manner consistent with the Balance Sheet (except as provided above), Buyer and Seller shall in good faith attempt to resolve any such dispute with respect to the Closing Balance Sheet. If Buyer and Seller cannot reach agreement with respect to the determination of Closing Net Worth within ten (10) days after the delivery of the Closing Balance Sheet to Buyer, Buyer and Seller shall jointly appoint an internationally recognized certified public accountant firm to determine the proper resolution of the disagreements between Buyer and Seller concerning the determination of Closing Net Worth, whose determination (the cost of which shall be divided equally between Seller and Buyer) shall be made within thirty (30) days and be final and binding on the parties. If Buyer and Seller cannot agree on the appointment of such a certified public accounting firm, such firm shall be selected by arbitration pursuant to Section 17.3 hereof.
Determination and Payment of Purchase Price. Subject to adjustment as provided in this Agreement, the aggregate purchase price to be paid to Sellers for the Assets and their respective obligations under this Agreement (the "Purchase Price") shall be EIGHT MILLION and 00/100 DOLLARS ($8,000,000.00), and which Purchase Price shall be payable as follows:
Determination and Payment of Purchase Price. 7 2.1 Purchase Price for Unitron Shares and Unitron Options..................................7 2.2
