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 Purchase Price. 23 Section 14. Conditions of the Offer........................................................................ 27 Section 15.
Determination of Purchase Price. (a) No later than 15 days prior to the Closing Date, Seller will prepare and deliver to Buyer a good faith estimate of the Purchase Price, based on Seller’s good faith estimates of the Adjustment Amount (such estimated Purchase Price being referred to herein as the “Closing Payment Amount”).
(b) Within 90 days after the Closing Date, Seller will prepare and deliver to Buyer a statement (the “Post-Closing Adjustment Statement”) that reflects Seller’s determination of (i) the Adjustment Amount, and (ii) the Purchase Price based on the Adjustment Amount. In addition, Seller will provide Buyer with supporting calculations, in reasonable detail, for such determinations at the time it delivers the Post-Closing Adjustment Statement. Buyer agrees to cooperate with Seller in connection with Seller’s preparation of the Post-Closing Adjustment Statement and related information, and will provide Seller with access to its books, records, information, and employees as Seller may reasonably request.
(c) The amounts determined by Seller as set forth in the Post-Closing Adjustment Statement will be final, binding, and conclusive for all purposes unless, and only to the extent, that within 60 days after Seller has delivered the Post-Closing Adjustment Statement Buyer notifies Seller of any dispute with matters set forth in the Post-Closing Adjustment Statement. Any such notice of dispute delivered by Buyer (an “Adjustment Dispute Notice”) will identify with specificity each item in the Post-Closing Adjustment Statement with respect to which Buyer disagrees, the basis of such disagreement, and Buyer’s position with respect to such disputed item.
(d) If Buyer delivers an Adjustment Dispute Notice in compliance with Section 3.2(c), then (i) the undisputed portion of the total proposed Adjustment Amount set forth in the Post-Closing Adjustment Statement (together with interest thereon for the period commencing on the Closing Date through the date of payment calculated at the Prime Rate in effect on the Closing Date) will be paid by the appropriate Party, in accordance with the payment procedures set forth in Section 3.2(e); and (ii) Buyer and Seller will attempt to reconcile their differences and any resolution by them as to any disputed amounts will be final, binding, and conclusive for all purposes on the Parties. If Buyer and Seller are unable to reach a resolution with respect to all disputed items within 45 days of delivery of the Adjustment Dispute Notice, Buyer and Selle...
Determination of Purchase Price. The Purchase Price of the Receivables has been determined by the Seller and represents the fair market value thereof, after due consideration has been given to the nature of the Receivable, the probability of prompt collection thereof, the credit worthiness of the Account Debtor, the payment history of the Account Debtor and other economical factors relative to the Receivables. Further, in arriving at the Purchase Price, consideration has been given to services rendered and services that will be rendered in the future by Catalyst in connection with the credit investigations of Account Debtors, supervising the ledgering of accounts purchased, supervising the collection of accounts purchased, and the assumption of certain credit risks. The parties hereto acknowledge that the purchase of the Receivables by Catalyst constitutes an outright conveyance by Seller to Catalyst. Nothing contained herein, nor any course of dealing in the future, shall be construed to be anything other than an outright purchase and sale of such Receivables. All rights, title and interest of the Seller have been conveyed to Catalyst and such transaction is not subject to a security interest in the Receivables and the Purchase Price paid to Seller by Catalyst constitutes consideration for the acquisition of the Receivables and under no circumstances shall be construed as a loan and no consideration herein set forth is for the use, forbearance or detention of money. Nothing contained herein shall be construed as to require the payment of interest; however, should a court of competent jurisdiction rule that any consideration paid hereunder is in fact or in law to be treated as interest, in no event shall Seller be obligated to pay that interest at a rate in excess of the maximum amount permitted by law, and all agreements, conditions, or stipulations contained herein, if any, which may in any event or contingency whatsoever operate to bind, obligate, or compel Seller to pay a rate of interest exceeding the maximum rate of interest permitted by law shall be without binding force or effect at law or in equity to the extent only of the excess of interest over such maximum rate of interest permitted by law. Also, in such event, Catalyst may "spread" all charges characterized as interest over the entire term of all transactions with Seller and will refund to Seller the excess of any payments made over the highest lawful rate. It is the intention of the parties hereto that in the construction a...
Determination of Purchase Price. The Purchase Price to be paid by Department for Contract Capacity and Energy provided under this Agreement shall consist of an aggregate payment equal to the sum of the Capacity Payment, Variable O&M Payment and Fuel Payment, as such payments are calculated on a monthly basis as provided below and pursuant to Section 2.05(f).
Determination of Purchase Price. The purchase price for the Receivables that are the subject of any purchase hereunder shall be determined on an arm’s-length basis on or prior to the date of such purchase, and shall be equal to the Outstanding Balance of such Receivables, minus the Discount for such purchase.
Determination of Purchase Price. (a) At least ten (10) Business Days prior to the Closing Date, the Seller shall deliver to the Buyer a certificate setting forth an estimate of the Purchase Price, which shall include the Seller’s calculation of the Lock-Box Adjustment, if any, along with any supporting work papers and documentation evidencing any transactions during the Lock-Box Period deemed to constitute a Lock-Box Contribution or Lock-Box Distribution, and the Seller’s calculation of any Working Capital Overage or Working Capital Underage, as applicable, (the “Working Capital Estimate” and, collectively with the Lock-Box Adjustment, the “Adjustment Amount Estimate”). Such certificate shall be prepared by the Seller in good faith and be accompanied by reasonably detailed supporting documentation. Within five (5) Business Days after the delivery of the Adjustment Amount Estimate by the Seller to the Buyer, the Buyer may object in good faith to the Adjustment Amount Estimate in writing. If the Buyer objects to the Adjustment Amount Estimate within such five (5) Business Day period, the Parties shall attempt to resolve their differences by negotiation. If the Parties are unable to do so prior to the Closing Date (or if the Buyer does not object to the Adjustment Amount Estimate), the Purchase Price shall be adjusted at Closing by the amount of the Adjustment Amount Estimate not in dispute. The disputed portion shall be resolved in accordance with the provisions of Section 2.3(c) and paid as part of any Final Statement.
Determination of Purchase Price. Upon the purchase by Lessee of Lessor's interest in the Leased Property pursuant to Sections 15.2 or 15.3, the purchase price for the Leased Property shall be an amount equal to the Lease Balance as of the closing date therefor.
Determination of Purchase Price. (a) Subject to the terms and conditions of this Agreement and in consideration of the sale, transfer, assignment, conveyance and delivery by Seller and Aerojet (to the extent of their respective ownership interests) of the Purchased Assets to Purchaser, Purchaser shall pay to Seller an aggregate amount equal to One Hundred Fourteen Million Dollars ($114,000,000), which shall be paid at Closing as set forth in Section 3.1(b) and which shall be subject to adjustment pursuant to the terms of this Section 3.1 (as so adjusted, the “Purchase Price”).
(b) The Purchase Price shall be paid by Purchaser to Seller at the Closing as follows:
(i) by wire transfer of immediately available funds in an aggregate amount of Eighty Eight Million Five Hundred Thousand Dollars ($88,500,000);
(ii) by delivery of a subordinated promissory note payable to Seller in the original principal amount of Twenty Five Million Five Hundred Thousand Dollars ($25,500,000) in the form attached hereto as Exhibit D (the “Note”).
(c) No later than one (1) Business Day prior to the Closing Date, Seller shall prepare and deliver, or cause to be prepared and delivered, to Purchaser a written estimate (the “Estimated Statement”) of (i) the items of the 2005 Budgeted Capital Expenditures that have been paid by or on behalf of Seller as of the Closing Date (“Completed Capital Expenditures”), and (ii) Working Capital, in each case as of the close of Business on the Closing Date. Subject to further adjustment pursuant to Section 3.1(f) hereof:
(A) to the extent that the Estimated Statement reflects (I) Completed Capital Expenditures of less than Nineteen Million Dollars ($19,000,000), the purchase price shall be decreased by the amount of such difference and such decrease shall be applied to the cash portion of the purchase price; and (II) Completed Capital Expenditures of more than Nineteen Million Dollars ($19,000,000), the purchase price shall be increased by the amount of such excess and such increased amount shall be paid in cash within five (5) Business Days of the Closing Date; and
(B) to the extent that the Estimated Statement reflects (I) Working Capital of less than Ten Million Dollars ($10,000,000), the purchase price payable at Closing shall be decreased by the amount of such difference and such decrease shall be applied to the cash portion of the purchase price; and (II) Working Capital of more than Ten Million Dollars ($10,000,000), the purchase price shall be increased by the amount of su...
Determination of Purchase Price. The Master Servicer shall be responsible for determining the Purchase Price of any Mortgage Loan for purposes of this Section 2.03 and, where appropriate, the Basis Limit Amount for any Converted Mortgage Loan that is sold by the Trust, and shall at the time of any purchase or escrow of funds pursuant to this Section 2.03 certify such amounts to the Trustee. If the Master Servicer shall certify to the Trustee in writing that there is a miscalculation of the amount to be paid to the Trust, the Trustee shall, from moneys in the Asset Proceeds 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 Master Servicer shall collect from the applicable Purchaser for payment to the Trustee 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.
