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. "Fair Value" of each percentage of Membership Interest shall be determined by multiplying the average Net Pre-Tax Earnings per percentage of Membership Interest of the Company for the completed full five (5) fiscal years immediately preceding the exercise of the right of first refusal, by four (4). If the purchase price has to be determined pursuant to this Section 2.4(a) before the expiration of five (5) full fiscal years of the Company, then the Net Pre-Tax Earnings of the Company shall be determined by adding the Net Pre-Tax Earnings of the Company for each year prior to the Determination Date and dividing the total by the number of actual full fiscal years lapsed; provided, however, that if the Company shall be in the third or forth quarter of its current fiscal year at the time the purchase price has to be determined pursuant to this Section 2.4(a), the Net Pre-Tax Earnings for such most recent fiscal year shall be determined (and used as the amount for one fiscal year in the above calculation) by dividing the amount of the Net Pre-Tax Earnings for the current fiscal year (up to and including the last complete month) by the number of complete months of such fiscal year and multiplying such amount by twelve.
Determination and Payment of Purchase Price. (a) Within thirty (30) days after the Closing, Seller will provide to Buyer a written statement that is computed by Seller in accordance with its past practices as set forth on Schedule 1.2(a) (the “Expense Statement”) detailing (i) the aggregate expenses or other amounts that PPI incurred or was allocated between September 1, 2018 and the Closing; (ii) the aggregate expenses or other amounts related to the DIAL software solution (“DIAL”), formerly owned by Xxxxxxx & Xxxxxx Information Services, LLC (“MNIS”) that were incurred or allocated by Seller or any of its affiliates, including Xxxxxxx & Xxxxxx Advisors, LLC (“MNA”) between September 1, 2018 and the transfer contemplated by Section 5.2(a)(viii); and (iii) the amount of unamortized prepaid expenses of PPI as well as those related to DIAL as of the Closing (together with Sections 1.2(a)(i) and (ii), the “Expense Amount”).
(b) Buyer will (i) within five (5) business days after Seller delivers the Expense Statement to Buyer, pay Seller in immediately available funds the amount equal to the Expense Amount, and (ii) thereafter, from time to time, pay (or cause PPI to pay) Seller in immediately available funds the Revenue Payments (defined in Section 1.3(a)) in accordance with Section 1.3 (Sections 1.2(b)(i) and (ii), collectively, the “Purchase Price”).
(c) Any reference in this Agreement to the business, assets or liabilities, contracts, rights or obligations, or employees of PPI (including in the representations and warranties set forth in Article II), whether or not specifically stated therein, shall be deemed to include the business of MNIS, and the assets and liabilities, contracts, rights and obligations, and employees thereof, as previously conducted by MNIS.
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. (A) Subject to adjustment pursuant to Section 2.2 hereof, the aggregate purchase price to be paid by Buyer to the Sellers for the Company Stock (the "Purchase Price"), shall be TWO MILLION AND 00/100 (2,000,000.00) DOLLARS, payable at the Closing by the delivery of newly issued shares of the Common Stock, par value $.001, of Buyer (the "IHS Stock").
(B) The Purchase Price payable to the Sellers at the Closing, after taking into account the adjustments in Section 2.2, below, shall be allocated among the Sellers on the basis set forth on Schedule 2.1(b).
Determination and Payment of Purchase Price. Any Optionee or other person exercising Options hereunder shall tender to the Company the stated price for said Options based on the information provided in the Grant Notice, plus all applicable federal, state and local withholding taxes and assessments (as determined by the Company, acting in its sole discretion) (together, the “Purchase Price”). Upon request, the Company shall provide Optionee with the information needed to determine the Purchase Price. At the Company’s discretion, the Purchase Price shall be paid with cash or check, or with a surrender of Company common shares having a fair market value on the date of exercise equal to that portion of the Purchase Price for which payment in cash or check is not made. The Committee may, in its sole discretion, specify other methods for exercising Options or paying the Purchase Price, but shall only do so in writing.
Determination and Payment of Purchase Price. Any Optionee or other person exercising Options hereunder shall tender to the Company the stated price for said Options based on the information provided in Exhibit A hereto, plus all applicable federal, state and local withholding taxes and assessments (as determined by the Company, acting in its sole discretion) (together, the “Purchase Price”). Upon request, the Company shall provide Optionee with the information needed to determine the Purchase Price. The Purchase Price shall be paid with cash or check, or with a surrender of Company common shares having a fair market value on the date of exercise equal to that portion of the Purchase Price for which payment in cash or check is not made. The Committee may, in its sole discretion, specify other methods for exercising Options or paying the Purchase Price, but shall only do so in writing.
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. 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:
(a) EIGHTEEN MILLION ONE HUNDRED TWENTY-FIVE THOUSAND ($18,125,000) DOLLARS to be paid in cash by wire transfer of immediately available funds;
(b) SIXTEEN MILLION ONE HUNDRED TWENTY-FIVE THOUSAND ($16,125,000) DOLLARS by the delivery of newly issued shares of the Common Stock, par value $.001, of Buyer (the "IHS Stock").
Determination and Payment of Purchase Price. The purchase price for the Subsidiary Sold Receivables that are the subject of any Transfer by any Selling Subsidiary hereunder shall be the aggregate Sale Price for the Subsidiary Sold Receivables which constitute Eligible Receivables. Such Sale Price shall be paid:
(i) by means of an immediate cash payment to such Selling Subsidiary, to the extent of funds available to Parent; and/or
(ii) the balance by delivery of the proceeds of a subordinated revolving loan from such Selling Subsidiary to Parent (a "Subordinated Loan") in an amount not to exceed the remaining unpaid portion of such Sale Price.
