Determination of Initial Purchase Price Sample Clauses

Determination of Initial Purchase Price. (a) Within 30 days following the Closing Date, Buyer shall prepare and deliver to Seller a statement (the “Preliminary Closing Statement”) setting forth (i) the Working Capital (as defined below) as of the Closing Date (the “Closing Working Capital”) and (ii) the Initial Purchase Price. (b) Seller may review such statement and, within 10 days after the date of such receipt, may deliver to Buyer a certificate setting forth its objections to those items and amounts reflected in the Preliminary Closing Statement, together with a summary of the reasons therefor and calculations which, in its view, are necessary to eliminate such objections. Any items and amounts not identified and properly objected to by Seller in such certificate of objection shall be deemed to have been agreed to by Seller. If Seller fails to deliver such certificate of objection within such 10-day period, the Preliminary Closing Statement shall be deemed to have been accepted and agreed to by Seller in the form in which it was delivered by Buyer and shall be final and binding upon the parties as the “Closing Statement” for purposes of this Agreement, and the determination of the Closing Working Capital and the Initial Purchase Price set forth therein shall be final and binding as the “Closing Working Capital” and the “Initial Purchase Price” for purposes of this Agreement. (c) If Seller duly delivers a certificate of objection pursuant to Section 2.3(b), Buyer and Seller shall use their reasonable efforts to resolve by written agreement (the “Agreed Working Capital Adjustments”), no later than 10 days following Buyer’s receipt of such certificate, the disputed items or amounts identified in such certificate. If Buyer and Seller reach agreement in writing on such disputed items or amounts, the Preliminary Closing Statement as adjusted by the Agreed Working Capital Adjustments shall be final and binding as the “Closing Statement” for purposes of this Agreement, and the determination of the Closing Working Capital and the Initial Purchase Price set forth therein shall be final and binding as the “Closing Working Capital” and the “Initial Purchase Price” for purposes of this Agreement. (d) If any objections raised by Seller are not resolved by Agreed Working Capital Adjustments within the 10-day period referred to in Section 2.3(c), then Buyer and Seller shall promptly submit the objections that are then unresolved to the Accounting Firm (as defined below), and the Accounting Firm shall be dire...
Sample 1See All (7)
AutoNDA by SimpleDocs
Determination of Initial Purchase Price. The initial purchase price for a subsequent Homebuyer shall be an amount equal to (1) the purchase price shown in the initial Homebuyer’s Purchase Price Schedule as of the date of this Agreement with the subse- quent Homebuyer plus (2) the amount, if any, by which the appraised fair market value of the Home determined or approved by HUD as of the same date, exceeds the pur- chase price specified in (1). In the event such appraised value has not been determined by the date of execution of this Agreement, the amount of the Initial Purchase Price shall be inserted in part I, section D after this deter- mination has been made, with appropriate initialling or signing by the parties.
Sample 1Sample 2Sample 3
Determination of Initial Purchase Price. (i) No later than five (5) Business Days prior to the Closing Date, Sellers shall prepare and deliver to Buyer a certificate setting forth Sellers’ good faith estimate of (i) the Net Working Capital as of immediately prior to the Effective Time (the “Estimated Net Working Capital”), (ii) Indebtedness of the Acquired Entities as of immediately prior to the Effective Time (the “Estimated Closing Indebtedness”) and (iii) Cash Amounts of the Acquired Entities as of immediately prior to the Effective Time (the “Estimated Closing Cash Amounts”), in each case, prepared in good faith and in conformity with the requirements of this Agreement, including the Transaction Accounting Principles, together with a worksheet showing Sellers’ detailed calculation of the Estimated Net Working Capital, Estimated Closing Indebtedness and Estimated Closing Cash Amounts and reasonable supporting documents. Sellers shall provide any additional supporting documentation or information reasonably requested by Buyer and shall consider in good faith any comment or objection of Buyer to the calculation of Estimated Net Working Capital, Estimated Closing Indebtedness and Estimated Closing Cash Amounts. (ii) At the Closing, Buyer shall pay to Sellers (or one or more of Sellers’ respective designees identified in writing to Buyer prior to Closing) an amount (such amount, the “Initial Purchase Price”) in cash equal to the Base Price, (A) plus the Estimated Net Working Capital Adjustment, (B) minus the Estimated Closing Indebtedness and (C) plus the Estimated Closing Cash Amounts.
Sample 1Sample 2
Determination of Initial Purchase Price. (i) No later than two Business Days prior to the Closing Date, the Company shall prepare and deliver to Buyer a certificate setting forth its good faith estimate of: (A) the U.S. Net Assets as of the Closing Date (the “Estimated U.S. Net Assets”) and (B) the Canadian Net Assets as of the Closing Date (the “Estimated Canadian Net Assets”). The Estimated U.S. Net Assets and the Estimated Canadian Net Assets will be prepared in conformity with the Financial Statement Principles and Exhibit B. (ii) At the Closing, Buyer shall cause the Fleet U.S. Buyer to pay to the Fleet U.S. Equity Sellers an amount in cash equal to the sum of (A) the U.S. Base Price and (B) an amount equal to the Estimated U.S. Net Assets minus the Reference U.S. Net Assets (which amount may be positive or negative). The U.S. Base Price as adjusted pursuant to this Section 1.4(a)(ii) is referred to herein as the “Initial U.S. Purchase Price”. (iii) At the Closing, Buyer shall cause the Fleet Canadian Buyer to pay to the Fleet Canadian Equity Seller an amount in cash equal to the sum of (A) the Canadian Base Price and (B) an amount equal to the Estimated Canadian Net Assets minus the Reference Canadian Net Assets (which amount may be positive or negative). The Canadian Base Price as adjusted pursuant to this Section 1.4(a)(iii) is referred to herein as the “Initial Canadian Purchase Price”.
Sample 1
Determination of Initial Purchase Price. (i) No later than two Business Days prior to the Closing Date, Seller shall prepare and deliver to Buyer a certificate setting forth Seller’s good faith estimate of the Net Working Capital as of the Effective Time, prepared in conformity with the requirements of this Agreement (the “Estimated Net Working Capital”). (ii) At the Closing, Buyer shall pay to Seller an amount (such amount, the “Initial Purchase Price”) in cash equal to the Base Price, (A) plus, if the Estimated Net Working Capital exceeds the Reference Net Working Capital by more than the Adjustment Threshold, then an amount equal to the full amount of such excess, (B) minus, if the Reference Net Working Capital exceeds the Estimated Net Working Capital by more than the Adjustment Threshold, then an amount equal to the full amount of such excess, (C) minus, if applicable, the Casualty Loss Adjustment Amount, (D) plus, if applicable, the Leveraged Lease Adjustment Amount, and (E) minus, if applicable, the ROFR Adjustment Amount.
Sample 1
Determination of Initial Purchase Price. No later than 12.00 noon (New York City time) (where the Purchaser intends to issue Secured Liquidity Notes to fund its purchase of a Portfolio on such day) on each Closing Date (or 4:00 p.m. (New York City time) where the Purchaser does not intend to issue Secured Liquidity Notes to fund its purchase of a Portfolio on such day), the Seller shall deliver to the Purchaser a Transfer Supplement and shall notify the Purchaser of its calculation of the Initial Purchase Price for each Mortgage Loan in the Portfolio. If the Purchaser does not agree with any purchase calculation or the sale does not close for any other reason, the Closing Date for the Portfolio shall be rescheduled to a later date, at its option, by the Seller. The Purchaser and the Seller shall use their best efforts to close the sale of any Portfolio on any such Closing Date. The Purchaser shall pay to the Seller the Initial Purchase Price of each Mortgage Loan purchased by it hereunder in immediately available funds not later than 5:00 p.m., (New York City time), on the Closing Date. Each Mortgage Loan must be an Eligible Loan.
Sample 1
Determination of Initial Purchase Price. (i) No later than two Business Days prior to the Closing Date, the Company shall prepare and deliver to Buyer a certificate setting forth its good faith estimate of: (A) the U.S. Net Assets as of the Measurement Time (the “Estimated U.S. Net Assets”) and (B) the Canadian Net Assets as of the Measurement Time (the “Estimated Canadian Net Assets”). The Estimated U.S. Net Assets and the Estimated Canadian Net Assets will be prepared in conformity with the Financial Statement Principles and Exhibit B.
Sample 1
AutoNDA by SimpleDocs
Determination of Initial Purchase Price. Attached hereto as Exhibit A is a statement setting forth Sellers’ good faith estimate of (x) Closing Indebtedness (the “Estimated Closing Indebtedness”), (y) the Net Working Capital (the “Estimated Net Working Capital”) and (z) Seller Expenses (such statement, the “Estimated Closing Statement”). For purposes of this Agreement, the “Initial Purchase Price” means an amount equal to:
Sample 1

Related to Determination of Initial Purchase Price

  • Initial Purchase Price (a) Prior to Closing, the Company shall prepare (and, if requested by Purchaser, in consultation with Purchaser), and at least four Business Days prior to the Closing Date, the Company shall deliver to Purchaser, a written statement (the “Closing Statement”) setting forth: (i) the Company’s good faith estimate and supporting calculations of (I) the Cash Amount (the “Estimated Cash Amount”), (II) the Net Working Capital (the “Estimated Net Working Capital”), (III) the Indebtedness Amount (the “Estimated Indebtedness Amount”) and (IV) the Transaction Expenses Amount (the “Estimated Transaction Expenses Amount”); (ii) payment instructions for the payment of the Closing Consideration; (iii) a list of and, as applicable, payment instructions for the payment of, each of the Transaction Expenses included in the Estimated Transaction Expenses Amount; and (iv) the calculation of the Initial Purchase Price and Closing Consideration derived therefrom. (b) During the preparation of the Closing Statement (if requested by Purchaser) and after the delivery of the Closing Statement, Purchaser and its Representatives shall have a reasonable opportunity to review and to discuss with the Company and its Representatives (a) the Company’s and its Subsidiaries’ working papers and the working papers of the Company’s independent accountants, if any, relating to the preparation of the Closing Statement and the calculation of the Estimated Cash Amount, Estimated Net Working Capital, Estimated Indebtedness Amount and Estimated Transaction Expenses Amount and (b) the relevant books and records of the Company and its Subsidiaries relating to the Cash Amount, the Net Working Capital, the Indebtedness Amount or the Transaction Expenses Amount; and the Company and its Representatives shall reasonably assist Purchaser and its representatives in their review of the Closing Statement and the preparation thereof and reasonably cooperate with respect thereto. In the event Purchaser notifies the Company in writing prior to the Closing that it disputes any amount set forth in the Closing Statement, Purchaser and the Company shall cooperate in good faith to resolve any such dispute as promptly as practicable prior to the Closing Date. If, prior to the Closing, Purchaser and the Company agree in writing to any component on the Closing Statement, then such components of the Closing Statement shall be modified as so agreed. The Closing shall not be delayed if Purchaser and the Company are unable, after any such cooperation, to agree on all of the components of the Closing Statement and, except as otherwise agreed to by Purchaser and the Company in writing, the parties shall use the Closing Statement as delivered by the Company for purposes of determining the Closing Consideration (without limiting any of the provisions of this Agreement, including Article II). (c) From 12:00 a.m. on the Closing Date and until the Closing, the Company shall not, and shall not permit any of its Subsidiaries to, make any dividend or distributions of Cash or incur any Indebtedness or Transaction Expenses (other than as a result of the Financing or as already fully reflected in the Closing Statement) or use any Cash to pay any Transaction Expenses or to repay any Indebtedness. If, as a result of a breach by the Company of any of its covenants contained in this Section 1.02(c), Cash, Transaction Expenses or Indebtedness shall have changed between 11:59 p.m. on the day immediately preceding the Closing Date and the time immediately preceding the Closing, then any such changes shall be included in the calculation of Cash Amount, Transaction Expenses Amount and/or Indebtedness Amount (as the case may be) for purposes of the Closing Statement. (d) For purposes of this Agreement,

  • 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.

  • Total Purchase Price (High Bid + Buyer’s Premium) $

  • SALE OF MORTGAGE LOANS; PAYMENT OF PURCHASE PRICE Section 2.01. Sale of the Mortgage Loans.............................4 Section 2.02. Obligations of Seller Upon Sale........................4 Section 2.03. Payment of Purchase Price for the Mortgage Loans.......7

  • 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.

  • Determination of Interest Rate (a) The Applicable Interest Rate with respect to the Loan shall be: (i) LIBOR plus the Spread with respect to the applicable Interest Period for a LIBOR Loan or (ii) the Prime Rate plus the Prime Rate Spread for a Prime Rate Loan if the Loan is converted to a Prime Rate Loan pursuant to the provisions of Section 2.2.3(c) or Section 2.2.3(f). (b) Subject to the terms and conditions of this Section 2.2.3, the Loan shall be a LIBOR Loan and Borrower shall pay interest on the outstanding principal amount of the Loan at LIBOR plus the Spread for the applicable Interest Period. Any change in the rate of interest hereunder due to a change in the Applicable Interest Rate shall become effective as of the opening of business on the first day on which such change in the Applicable Interest Rate shall become effective. Each determination by Lender of the Applicable Interest Rate shall be conclusive and binding for all purposes, absent manifest error. (c) In the event that Lender shall have determined (which determination shall be conclusive and binding upon Borrower absent manifest error) that by reason of circumstances affecting the interbank eurodollar market, adequate and reasonable means do not exist for ascertaining LIBOR, then Lender shall forthwith give notice by telephone of such determination, confirmed in writing, to Borrower at least one (1) Business Day prior to the last day of the related Interest Period. If such notice is given, the related outstanding LIBOR Loan shall be converted, on the last day of the then current Interest Period, to a Prime Rate Loan. (d) If, pursuant to the terms of this Agreement, any portion of the Loan has been converted to a Prime Rate Loan and Lender shall determine (which determination shall be conclusive and binding upon Borrower absent manifest error) that the event(s) or circumstance(s) which resulted in such conversion shall no longer be applicable, Lender shall give notice by telephone of such determination, confirmed in writing, to Borrower at least one (1) Business Day prior to the last day of the related Interest Period. If such notice is given, the related outstanding Prime Rate Loan shall be converted to a LIBOR Loan on the last day of the then current Interest Period. (e) With respect to a LIBOR Loan, all payments made by Borrower hereunder shall be made free and clear of, and without reduction for or on account of, income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions, reserves or withholdings imposed, levied, collected, withheld or assessed by any Governmental Authority and imposed on any non-U.S. Lender due to a change in U.S. law after the date such non-U.S. Lender acquired its interest in the Loan (such non-excluded taxes, levies, imports, duties, charges, fees, deductions, reserves or withholdings being referred to collectively as “Foreign Taxes”), excluding (i) income and franchise taxes, (ii) any Taxes imposed by reason of any connection between the non-U.S. Lender and the taxing jurisdiction other than entering into this Agreement and receiving payments hereunder, and (iii) any Taxes imposed by reason of the non-U.S. Lender’s failure to complete and deliver to the Borrower, prior to the date on which the first payment to such Lender is due hereunder and (so long as it remains eligible to do so) from time to time thereafter, (x) (i) an Internal Revenue Service Form W-9 (or successor form) establishing that the Lender is not subject to U.S. backup withholding tax, (ii) an Internal Revenue Service Form W-8BEN (or successor form) certifying that such Lender is entitled to benefits under an income tax treaty to which the United States is a party that reduces the rate of withholding tax on payments of interest to zero, or (iii) an Internal Revenue Service Form W-8ECI certifying that the income receivable pursuant to this Agreement is effectively connected with the conduct of a trade or business in the United States, as appropriate; and (y) any successor or additional form required by the Internal Revenue Service or any taxing authority reasonably requested by the Borrower in order to secure an exemption from, or reduction in the rate of, Foreign Taxes. If any Foreign Taxes are required to be withheld from any amounts payable to Lender hereunder, the amounts so payable to Lender shall be increased to the extent necessary to yield to Lender (after payment of all Foreign Taxes) interest or any such other amounts payable hereunder at the rate or in the amounts specified hereunder. Whenever any Foreign Tax is payable pursuant to applicable law by Borrower, as promptly as possible thereafter, Borrower shall send to Lender an original official receipt, if available, or certified copy thereof showing payment of such Foreign Tax. Borrower hereby indemnifies Lender for any incremental Foreign Taxes, interest or penalties that may become payable by Lender which may result from any failure by Borrower to pay any such Foreign Tax when due to the appropriate taxing authority or any failure by Borrower to remit to Lender the required receipts or other required documentary evidence thereof (provided such documents are reasonably available to the Borrower). (f) If any requirement of law or any change therein or in the interpretation or application thereof, shall hereafter make it unlawful for Lender to make or maintain a LIBOR Loan as contemplated hereunder and the events giving rise thereto affect similarly situated banks or financial institutions generally, (i) the obligation of Lender hereunder to make a LIBOR Loan or to convert a Prime Rate Loan to a LIBOR Loan shall be canceled forthwith and (ii) any outstanding LIBOR Loan shall be converted automatically to a Prime Rate Loan on the next succeeding Payment Date or within such earlier period as required by law. (g) In the event that any change in any requirement of law or in the interpretation or application thereof, or compliance by Lender with any request or directive (whether or not having the force of law) hereafter issued from any central bank or other Governmental Authority and the events giving rise thereto affect similarly situated banks or financial institutions generally: (i) shall hereafter impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, or deposits or other liabilities in or for the account of, advances or loans by, or other credit extended by, or any other acquisition of funds by, the office of Lender that holds the Loan which is not otherwise included in the determination of LIBOR hereunder; (ii) shall hereafter require the Lender to hold additional capital against the Loan in excess of that currently required by Governmental Authorities to be held against loans similar in nature to the Loan; or (iii) shall hereafter impose on Lender any other condition affecting loans to borrowers subject to LIBOR-based interest rates and Lender determines that, by reason thereof, the cost to Lender of making or maintaining the Loan to Borrower is increased, or any amount received by Lender hereunder in respect of any portion of the Loan is reduced, in each case by an amount deemed by Lender in good faith to be material; then, in any such case, Borrower shall promptly pay Lender, upon demand, any additional amounts necessary to compensate Lender for such additional cost or reduced amount receivable which Lender deems to be material as determined in good faith by Lender. If Lender becomes entitled to claim any additional amounts pursuant to this Section 2.2.3(g), Lender shall provide Borrower with not less than ninety (90) days notice specifying in reasonable detail the event by reason of which it has become so entitled and the additional amount required to fully compensate Lender for such additional cost or reduced amount. A certificate as to any additional costs or amounts payable pursuant to the foregoing sentence submitted by Lender to Borrower shall be conclusive in the absence of manifest error. This provision shall survive payment of the Note and the satisfaction of all other obligations of Borrower under this Agreement and the Loan Documents. (h) Lender shall not be entitled to claim compensation pursuant to this Section 2.2.3 for any Foreign Taxes or other amounts incurred or which accrued more than ninety (90) days before the date Lender notified Borrower of the change in law or other circumstance on which such claim of compensation is based and delivered to Borrower a written statement setting forth in reasonable detail the basis for calculating the additional amounts owed to Lender under this Section 2.2.3, which statement shall be conclusive and binding upon all parties hereto absent manifest error. (i) For purposes of this Section 2.2.3, the term “Lender” shall be deemed to include each Noteholder and Lender’s (as well as each Noteholder’s) present and future participants in the Loan to the extent of Foreign Taxes imposed by reason of such Noteholder or participant’s interest in the Loan and each such Noteholder’s or participant’s increased costs or reduction in amount received or receivable hereunder or any reduced rate of return, in each case payable by Borrower under this Section 2.2.3.

  • Determination of Interest The Administrative Agent shall calculate and determine the Interest (including unpaid Interest related thereto, if any, due and payable on a prior Quarterly Payment Date and the Benchmark) to be paid by the Borrower on each Quarterly Payment Date for the related Accrual Period and shall advise the Borrower and the Collateral Manager thereof no later than the third Business Day prior to such Quarterly Payment Date.

  • Calculation of Purchase Price The bank’s ownership interest in a security will be quantified one of two ways: (i) number of shares or other units, as applicable (in the case of equity securities) or (ii) par value or notational amount, as applicable (in the case of non-equity securities). As a result, the purchase price (except where determined pursuant to clause (ii) of the preceding paragraph) shall be calculated one of two ways, depending on whether or not the security is an equity security: (i) the purchase price for an equity security shall be calculated by multiplying the number of shares or other units by the applicable market price per unit; and (ii) the purchase price for a non-equity security shall be an amount equal to the applicable market price (expressed as a decimal), multiplied by the par value for such security (based on the payment factor most recently widely available). The purchase price also shall include accrued interest as calculated below (see Calculation of Accrued Interest), except to the extent the parties may otherwise expressly agree, pursuant to clause (ii) of the preceding paragraph. If the factor used to determine the par value of any security for purposes of calculating the purchase price, is not for the period in which the Bank Closing Date occurs, then the purchase price for that security shall be subject to adjustment post-closing based on a “cancel and correct” procedure. Under this procedure, after such current factor becomes publicly available, the Receiver will recalculate the purchase price utilizing the current factor and related interest rate, and will notify the Assuming Institution of any difference and of the applicable amount due from one party to the other. Such amount will then be paid as part of the settlement process pursuant to Article VIII.

  • Payment of Purchase Price for the Mortgage Loans (a) In consideration of the sale of the Mortgage Loans from the Seller to the Purchaser on the Closing Date, the Purchaser agrees to transfer to the Seller on the Closing Date the purchase price for the Mortgage Loans provided in the Adoption Annex. (b) Reserved.

  • CHANGES TO THE CALCULATION OF INTEREST 10.1 Absence of quotations

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!