Determination of the Final Purchase Price Sample Clauses

Determination of the Final Purchase Price. (1) As soon as practicable, but no later than ninety (90) days after the Closing Date, Parent shall prepare and deliver to the Equityholder Representative, Parent’s good faith proposed calculation of each of (A) the Net Working Capital (and the related Net Working Capital Adjustment, if any), (B) the amount of Cash and Cash Equivalents, (C) the amount of Closing Date Indebtedness, (D) the amount of Unpaid Transaction Expenses, (E) the Pre-Closing Distributable Earnings and (F) the Purchase Price, and, in each case, the components thereof and in a manner consistent with the definitions thereof. The proposed calculations described in the previous sentence shall collectively be referred to herein from time to time as the “Proposed Closing Date Calculations.” Parent shall prepare the Proposed Closing Date Calculations in a manner consistent with the Accounting Principles. If Parent fails to timely deliver any of the Proposed Closing Date Calculations in accordance with the foregoing, then, at the election of the Equityholder Representative in its sole discretion, either (x) the Actual Adjustment shall be conclusively deemed to equal zero, (y) Parent shall deliver such Proposed Closing Date Calculation(s) within a later time period specified by the Equityholder Representative (it being understood that the last sentence of this Section 2.8(e)(i) shall apply each time that Parent subsequently fails to timely deliver any Proposed Closing Date Calculations) or (z) upon five (5) Business Days advance written notice to Parent, the Equityholder Representative shall retain an independent accounting firm of national reputation to provide an audit or other review of the Group Companies’ books and records, review the calculation of the Estimated Purchase Price and make any adjustments necessary thereto consistent with the provisions of this Section 2.8(e), the determination of such accounting firm being conclusive and binding on the Parties; provided, however, that the Equityholder Representative reserves any and all other rights granted to it in this Agreement. The engagement fees of such accounting firm shall be borne as set forth in Section 2.8(e)(ii). (2) The Equityholder Representative shall have thirty (30) days following receipt of the Proposed Closing Date Calculations to review such calculations (the “Review Period”). The Equityholder Representative may, on or prior to the last day of the Review Period, give Parent written notice of any dispute, which sets forth ...
Sample 1Sample 2See All (14)
AutoNDA by SimpleDocs
Determination of the Final Purchase Price. (a) Within 60 calendar days after the Closing, Buyer shall prepare and deliver to Seller a final determination of the Purchase Price, including a statement (the “Preliminary Statement”) setting forth in reasonable detail Buyer’s calculation of the final Purchase Price (including the Purchase Price Adjustment) and the amounts owed to Seller or Buyer, if any, and as applicable, as a result thereof, together with Buyer’s calculation of the Working Capital Amount, which such calculation shall be referred to herein as the “Proposed Closing Date Calculation”, and further including a detailed listing of the items and amounts included in the calculation of each of the items included in the Purchase Price Adjustment, including the Working Capital Amount used to calculate the Purchase Price Adjustment and such schedules and data as may be appropriate to support such determinations. The Purchase Price, Purchase Price Adjustment and Working Capital Amount shall be calculated in accordance with GAAP. The Preliminary Statement will be prepared in good faith and in accordance with this Agreement and the Books and Records of the Business, and will be accompanied by a certificate of an officer of Buyer certifying that the Preliminary Statement was prepared in accordance with this Section 1.6(a). The Preliminary Statement as finally modified pursuant to this Section 1.6 to become the final statement of the Purchase Price Adjustment is referred to herein as the “Final Statement”. Seller shall be entitled to review any working papers, trial balances and similar materials or such other information as Seller may reasonably request relating to the Preliminary Statement prepared by Buyer, and Buyer shall make any representatives of Buyer available to Seller to provide such assistance to Seller as may be reasonably requested in connection with the Seller’s review of the Preliminary Statement. If Buyer or its representatives take a physical inventory of the Business (or any portion thereof) prior to Buyer’s delivery of the Preliminary Statement, Buyer or its representatives will adjust, in consultation with Seller, the results of any such physical inventory such that transactions (including transactions such as sales of goods and services, purchases of raw materials and the conversion of inventory into accounts receivable) after the Closing are not reflected in the inventory count. Buyer will notify Seller of such physical inventory (including the date and time of such physical inv...
Sample 1See All (5)
Determination of the Final Purchase Price. If Buyer does not accept the Closing Balance Sheet prepared by Sellers' Representative or the Sellers' Representative's computation of Actual Closing Liabilities, Actual Current Assets and the Final Purchase Price, Buyer shall give written notice to Sellers' Representative within ten (10) days after receipt thereof. The notice shall set forth in detail the basis for Buyer's objections. If Buyer and Sellers' Representative are unable to resolve the dispute within thirty (30) days after delivery of Buyer's written notice, the parties shall engage KPMG Peat Marwick LLP or another mutually agreeable independent nationally recognized certified public accounting firm to resolve the dispute. The accounting firm shall compute Actual Closing Liabilities, Actual Current Assets and the Final Purchase Price in accordance with this Agreement and shall not have the power to alter, modify, amend, add to or subtract from any term or provision of this Agreement. The decision of such accounting firm shall be rendered within twenty (20) days of such engagement and shall be binding on the parties. Buyer on the one hand, and Sellers on the other, each shall pay one-half of the cost of the accounting firm.
Sample 1
Determination of the Final Purchase Price. (a) As promptly as practicable, (i) but no later than 30 days after the Closing Date, Seller will deliver to Buyer a “Closing Date Balance Sheet” and (ii) but no later than 5 days after Buyer’s delivery of the 338(h)(10) Statement pursuant to Section 2.09 hereof, Seller shall deliver to Buyer a “Closing Date Purchase Price Statement”, in each case calculated as of the Closing Date (other than in connection with a Deferred Closing, which will be calculated as of December 31, 2008 for all purposes hereunder) on a basis consistent with the statutory accounting principles, procedures, policies, reserving methodology and methods used in calculating the Sample Balance Sheet, the Sample Purchase Price Statement and the Sample Adjusted Statutory Capitalization (such result, the “Closing Date Statutory Capitalization”), and, in the case of the Closing Date Purchase Price Statement, calculating the amount of any Additional Dividend, any Capital Contribution, the Dividend Shortfall, and the 338(h)(10) Adjustment Amount provided by Buyer under Section 2.09(b), each as of such date, as well as the Positive or Negative Asset Value Adjustment Amount.
Sample 1
Determination of the Final Purchase Price. (a) The base purchase price for the Shares for Sale will be equal to TWENTY-FIVE THOUSAND COLOMBIAN PESOS (COP$ 25,000.00) per Share in Sale (the "Base Price per Share"), for a total of FOURTEEN BILLION TWO HUNDRED AND THIRTY-SIX THOUSAND EIGHT HUNDRED AND FOURTEEN MILLION TWENTY-FIVE THOUSAND PESOS (COP$ 14,236,814,025,000.00), for all Shares for Sale (the "Base Purchase Price"). (b) The Final Purchase Price shall be equal to: The Base Purchase Price plus or minus, as applicable, the Net Debt Adjustment, if applicable (the "Final Purchase Price"). (c) Notwithstanding the provisions of this Section 2.3, The Net Debt Adjustment shall not apply, and the Final Purchase Price shall be equal to the Base Purchase Price if the closing occurs before September 1, 2021 or if the difference between the Closing Net Debt and the net target debt is not greater to 5.0%. (d) In the event that the Closing occurs on or after September 1, 2021, Seller shall have five (5) Business Days prior to the Closing Date to cause the Vice President of the Company to inform the Parties of the value of the Company's Net Debt as of the cutoff date of the most recent monthly financial statements (The " Closing Net Debt"). Based on the financial information provided by the Company pursuant to this paragraph (d), the Parties shall calculate the Net Debt Adjustment and the Final Purchase Price in accordance with the procedure provided under Annex D. In order to determine the Closing Net Debt, variations over the Debt or Cash arising from the acquisition or sale of companies or businesses by the Acquired Companies, shall not be considered. (e) For purposes of the provisions under this Section 2.3, the most recent monthly financial statements shall be those with a cut-off on the last day of the month immediately preceding the Closing Date, if the Closing takes place after the 15th day of the respective month. If the closing occurs on or before the 15th day of the respective month, the most recent monthly financial statements are those with cut off on the last day of the second-to-last month prior to the Closing Date. (f) The Net Debt Adjustment shall be calculated as follows ("Net Debt Adjustment"): (i) if the Closing Net Debt exceeds the Target Net Debt by more than 5.0%, the adjustment for Nets Debt shall be equal to 51.41% of the amount by which the 5.0% threshold is exceeded, and shall be subtracted from the Base Purchase Price; Or (ii) if the Closing Net Debt is more than 5.0% less than th...
Sample 1
Determination of the Final Purchase Price. The purchase price to be paid by the Buyer for the Sold Shares will be determined as follows: 4.1.1 an amount equal to the Enterprise Value; 4.1.2 plus the Company's Cash (as defined below) as of the Effective Date; 4.1.3 minus the Company's Indebtedness (as defined below) as of the Effective Date; 4.1.4 minus the amount the Actual Working Capital falls below the Target Working Capital; 4.1.5 plus the amount the Actual Working Capital exceeds the Target Working Capital; 4.1.6 whereby the amounts under 4.1.2 through and including 4.1.5 shall be calculated by the Closing Date Financial Calculations; the purchase price for the Sold Shares determined in accordance with the above is hereinafter referred to as the "Final Purchase Price". Cash" the sum of the positions as listed in Annex 4.1.2 as taken from the Closing Date Financial Calculations; a lump sum amount of EUR 137,339.00 (operating cash) shall be deducted from the total amount of Cash (as stated in Annex 4.1.2).
Sample 1
Determination of the Final Purchase Price 
Sample 1
AutoNDA by SimpleDocs

Related to Determination of the Final Purchase Price

  • 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.

  • 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,

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

  • Payment of Receivables Purchase Price In consideration of the sale of the Receivables from the Seller to the Purchaser as provided in Section 2.1, on the Closing Date the Purchaser shall have paid to the Seller the Receivables Purchase Price.

  • Allocation of the Purchase Price (a) Within ninety (90) days after the final determination of the Final Purchase Price pursuant to Section 2.5, the Sellers will provide the Buyer with a statement (or statements) (the “Asset Acquisition Statement”) with the Sellers’ proposed allocation of the Final Purchase Price (plus any other amounts, including Assumed Liabilities, to the extent properly taken into account as consideration for applicable Tax purposes) among the Transferred Assets and, if applicable, the Ancillary Agreements and any other rights transferred hereunder or thereunder in accordance with Section 1060 of the Code (and any other applicable state, local or non-U.S. Law). The Buyer may, within thirty (30) days after receiving such Asset Acquisition Statement, propose to the Sellers in writing any changes to such Asset Acquisition Statement that are consistent with applicable Law (the “Allocation Notice of Objection”), and if the Buyer does not deliver such a Notice of Objection within such period, the Buyer shall be deemed to have accepted such proposed Asset Acquisition Statement and it shall become final and binding on the Parties. If the Buyer delivers a Notice of Objection, then the Buyer and the Sellers will endeavor in good faith to resolve any differences with respect to the Asset Acquisition Statement within thirty (30) days after the Sellers’ receipt of the Notice of Objection. If the Buyer and the Sellers are unable to resolve such differences, the matters in dispute shall be resolved by the Accounting Firm, which determination by such Accounting Firm shall be consistent with this Agreement. The fees, costs and expenses of the Accounting Firm shall be borne by the Buyer and the Sellers in inverse proportion as they may prevail on matters resolved by the Accounting Firm, which proportionate allocations also shall be determined by the Accounting Firm at the time the determination of the Accounting Firm is rendered. (b) The Buyer and the Sellers agree that they shall each (and shall cause their respective Affiliates to) file all Tax Returns (including amended returns and claims for refunds) and information reports in a manner consistent with the Asset Acquisition Statement (as finalized pursuant to Section 2.6(a))); provided that nothing contained in this Section 2.6(b) shall prevent any Party (or their Affiliates) from settling, or require any of them to litigate any challenge, proposed deficiency, adjustment or other similar proceeding by any Governmental Authority with respect to the Asset Acquisition Statement. Upon any adjustment to the Purchase Price in connection with an indemnification claim made pursuant to Article 13, the allocation described in the Asset Acquisition Statement (as finalized pursuant to Section 2.6(a)) shall be subject to adjustment in a manner consistent with Section 2.6(a).

  • Deposit of Fundamental Change Purchase Price (a) The Company shall deposit with the Trustee (or other Paying Agent appointed by the Company, or if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.05 of the Base Indenture) on or prior to 11:00 a.m., New York City time, on the Fundamental Change Purchase Date an amount of money sufficient to purchase all of the Notes to be purchased at the appropriate Fundamental Change Purchase Price. Subject to receipt of funds by the Trustee (or other Paying Agent appointed by the Company), payment for Notes surrendered for purchase (and not withdrawn prior to the close of business on the Business Day immediately preceding the Fundamental Change Purchase Date) will be made on the later of (i) the Fundamental Change Purchase Date (provided that the Holder has satisfied the conditions in Section 10.01) and (ii) the time of book-entry transfer or the delivery of such Notes to the Trustee (or other Paying Agent appointed by the Company) by the Holder thereof in the manner required by Section 10.01, by mailing checks for the amount payable to the Holders of such Notes entitled thereto as they shall appear in the Note Register; provided, however, that payments to the Depositary shall be made by wire transfer of immediately available funds to the account of the Depositary or its nominee. The Trustee shall, promptly after such payment and upon written demand by the Company, return to the Company any funds in excess of the Fundamental Change Purchase Price. (b) If by 11:00 a.m., New York City time, on the Fundamental Change Purchase Date, the Trustee (or other Paying Agent appointed by the Company) holds money sufficient to make payment of the Fundamental Change Purchase Price on all the Notes or portions thereof that are to be purchased on such Fundamental Change Purchase Date, then, with respect to the Notes that have been properly surrendered for purchase and not validly withdrawn: (i) such Notes shall cease to be outstanding and interest shall cease to accrue on such Notes (whether or not book-entry transfer of the Notes has been made or the Notes have been delivered to the Trustee or Paying Agent); and (ii) all other rights of the Holders of such Notes shall terminate (other than (x) the right to receive the Fundamental Change Purchase Price and (y) if the Fundamental Change Purchase Date falls after a Regular Record Date but on or prior to the related Interest Payment Date, the right of the Holder of record on such Regular Record Date to receive the related interest payment). (c) Upon surrender of a Note that is to be purchased in part pursuant to Section 10.01, the Company shall execute and the Trustee shall authenticate and deliver to the Holder a new Note in an authorized denomination equal in principal amount to the unpurchased portion of the Note surrendered, without payment of any service charge.

  • Deposit of Fundamental Change Repurchase Price (a) The Company will deposit with the Trustee (or other Paying Agent appointed by the Company, or if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 4.04) on or prior to 11:00 a.m., New York City time, on the Fundamental Change Repurchase Date an amount of money sufficient to repurchase all of the Notes to be repurchased at the appropriate Fundamental Change Repurchase Price. Subject to receipt of funds and/or Notes by the Trustee (or other Paying Agent appointed by the Company), payment for Notes surrendered for repurchase (and not withdrawn prior to the close of business on the Business Day immediately preceding the Fundamental Change Repurchase Date) will be made on the later of (i) the Fundamental Change Repurchase Date (provided the Holder has satisfied the conditions in Section 15.02) and (ii) the time of book-entry transfer or the delivery of such Note to the Trustee (or other Paying Agent appointed by the Company) by the Holder thereof in the manner required by Section 15.02 by mailing checks for the amount payable to the Holders of such Notes entitled thereto as they shall appear in the Note Register; provided, however, that payments to the Depositary shall be made by wire transfer of immediately available funds to the account of the Depositary or its nominee. The Trustee shall, promptly after such payment and upon written demand by the Company, return to the Company any funds in excess of the Fundamental Change Repurchase Price. (b) If by 11:00 a.m. New York City time, on the Fundamental Change Repurchase Date, the Trustee (or other Paying Agent appointed by the Company) holds money sufficient to make payment on all the Notes or portions thereof that are to be repurchased on such Fundamental Change Repurchase Date, then, with respect to the Notes that have been properly surrendered for repurchase and have not been validly withdrawn, (i) such Notes will cease to be outstanding, (ii) interest will cease to accrue on such Notes (whether or not book-entry transfer of the Notes has been made or the Notes have been delivered to the Trustee or Paying Agent) and (iii) all other rights of the Holders of such Notes will terminate (other than the right to receive the Fundamental Change Repurchase Price and, if applicable, accrued and unpaid interest). (c) Upon surrender of a Note that is to be repurchased in part pursuant to Section 15.02, the Company shall execute and the Trustee shall authenticate and deliver to the Holder a new Note in an authorized denomination equal in principal amount to the unrepurchased portion of the Note surrendered.

  • 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.

  • Receivables Purchase Price On the Closing Date, the Purchaser shall deliver to the Seller the Receivables Purchase Price, as provided in Section 2.1(b).

  • 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.

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