Determination of the Purchase Price. The Purchase Price (as defined in Section 3.5) for the Defaulting Stockholder's stock upon an Buy/Sell Event shall be determined in accordance with Section 3.5.
Determination of the Purchase Price. Within ten (10) days following the effective date of any Election Notice, the Accounting Firm shall determine the aggregate amount of cash which would be distributed to each Member if (i) the assets of the Company were sold for their Stated Value as of the effective date of the Election Notice; (ii) the liabilities of the Company were liquidated pursuant to Section 9.02(a); (iii) a reserve was not established for any contingent, conditional or unmatured liabilities or obligations of the Company pursuant to Section 9.02(b); and (iv) any remaining amounts were distributed to the Members in accordance with the provisions of Section 9.02(c). Upon such determination, the Accounting Firm shall give each Member written notice (“Price Determination Notice”) thereof. The determination by the Accounting Firm of such amounts including all components thereof, shall be deemed conclusive on all of the Members, absent any material computational error. One hundred percent (100%) of the amount that would be distributed to each Member pursuant to Section 9.02(c) shall be deemed the purchase price (“Purchase Price”) for such Member’s Interest for purposes of this Article VIII; subject, however, to adjustment for any Non-Contribution Loans described in Section 8.07.
Determination of the Purchase Price. The Sellers (at their sole ----------------------------------- cost and expense) shall, within sixty (60) days after the Closing Date, cause Ernst & Young LLP or other independent "big 5" accounting firm acceptable to the Buyer (the "Sellers' Accountants") to perform an audit as of the Closing Date of the balance sheet of the Company and the Subsidiary on a consolidated basis in accordance with GAAP, and within such period deliver to the Buyer (i) the resulting audited balance sheet (the "Closing Date Balance Sheet") together with the unqualified opinion of Sellers' Accountants and (ii) a statement (the "Closing Statement") setting forth, in reasonable detail, the calculation of the Purchase Price and the Consulting Fee Amount and stating that the Purchase Price and the Consulting Fee Amount have been determined in accordance with this Agreement. If, in the determination of the Purchase Price, there is any conflict between GAAP and consistency with the past practices of the Company and the Subsidiary, it is understood and agreed by the parties hereto that GAAP shall be applied and shall control all determinations. The costs and expenses of Seller's Accountants shall be paid by the Buyer. Within thirty (30) days after receiving the Closing Date Balance Sheet and the Closing Statement, the Buyer shall deliver to the Sellers a statement (the "Statement of Objections") describing their objections thereto, if any, and setting forth in reasonable detail each amount objected to, the amount proposed as an adjustment thereto and the basis for such adjustments. If the Buyer does not deliver a Statement of Objections as provided above, it shall be deemed to have accepted the Closing Statement and the calculation of the Purchase Price and the Consulting Fee Amount therein, which shall be final and binding on the parties hereto and the Minority Unit Holders. If the Buyer delivers a Statement of Objections as provided above, the Buyer and the Sellers together shall use reasonable efforts to resolve any such objections, but if they do not reach a final resolution within twenty (20) days after the date of delivery of the Statement of Objections as to all amounts in dispute, any remaining objections shall be resolved by arbitration in accordance with the rules then in effect of the American Arbitration Association by three arbitrators, all of whom shall be certified public accountants with any of the "big five" public accounting firms which are not currently engaged by any...
Determination of the Purchase Price. (a) In order to determine the estimated Purchase Price, Sellers shall, in good faith, prepare and deliver to Purchaser at least two business days prior to the Closing an estimated unaudited consolidated balance sheet of the Company, as of the Calculation Date (the "Estimated Closing Balance Sheet") ------------------------------- together with the computation of the estimated Indebtedness and the estimated Net Working Capital Adjustment (the "Net Working Capital Report"). The Estimated -------------------------- Closing Balance Sheet, the estimated Indebtedness and the estimated Net Working Capital Report, shall be prepared from the Company's books and records in accordance with GAAP as applied in a manner consistent with the Company's audited December 31, 1998 financial statements.
Determination of the Purchase Price. (a) Within 60 days after the Closing Date, the Purchaser will deliver to the Seller a certificate (the “Closing Purchase Price Certificate”) executed by the Chief Executive Officer or Chief Financial Officer of the Purchaser setting forth the Purchaser’s good faith calculation of (i) the Target Working Capital, (ii) the Closing Working Capital, (iii) the Purchase Price and (iv) the difference between the Estimated Purchase Price and the Purchase Price.
Determination of the Purchase Price. 1. The price of Shares to be purchased under this Agreement shall be their Fair Market Value as of the end of the Corporation's fiscal quarter immediately preceding the event giving rise to the purchase and sale.
Determination of the Purchase Price. The purchase price to be paid by the Purchaser for the Target Shares will be determined as follows:
Determination of the Purchase Price. Promptly after the Purchase Price Adjustment has become final and binding on the parties under this Section 2.4, the Purchase Price shall be determined by giving effect to such final and binding amounts, with appropriate payments made as follows:
Determination of the Purchase Price. 6.1 On each Purchase Date, the Purchaser will acquire the Eligible Receivables for Purchase owned by the Originators on such date at a Purchase Price calculated on the basis on:
Determination of the Purchase Price. The Purchase Price will determined by the Purchaser following a complete due diligence of the company by the purchaser based upon the following elements provided by the Vendor:
