Final Cash Purchase Price Sample Clauses

Final Cash Purchase Price. Not more than forty-five (45) days after the Closing Date, Seller shall deliver to Buyer (i) the Closing Balance Sheet, (ii) the Final NWC Calculation and (iii) the Final Capital Lease Obligations Calculation. Subject to Section 2.8, based upon such exchange of information, the parties shall determine, calculate and agree, in writing, upon the Final Cash Purchase Price.
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Final Cash Purchase Price. The balance of the Cash Purchase Price shall be paid on the Final Payment Date in accordance with Section 2.2.3 below. The adjustments to the Cash Purchase Price shall be calculated as follows:
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Final Cash Purchase Price. (a) The parties acknowledge and agree that the exact amounts of the Trade Accounts Payable Amount, the Current Asset Amount and the Capital Asset Amount will not be known as of the Closing Date and, as a result, the parties have agreed to consummate the transactions contemplated herein on the basis of a mutually agreed upon estimate of $40,011 for the Trade Accounts Payable Amount (the “Estimated Trade Accounts Payable Amount”), $1,196,951 for the Current Asset Amount (the “Estimated Current Asset Amount”) and $202,438 for the Capital Asset Amount (the “Estimated Capital Asset Amount”). The Estimated Current Asset Amount plus the Estimated Capital Asset Amount minus the Estimated Trade Accounts Payable Amount shall be the “Estimated Net Amount.” The parties further acknowledge and agree that the Cash Purchase Price may need to be adjusted subsequent to the Closing Date on the basis set forth in this Paragraph 2.3. Accordingly, within sixty (60) days following the Closing Date, the Buyer shall prepare and deliver to the Seller a reasonably detailed statement setting forth the Buyer’s calculation of the Trade Accounts Payable Amount, the Current Asset Amount and the Capital Asset Amount (the “Statement”), such calculation to be made on a basis consistent with that used by the Seller to determine the Estimated Net Amount; provided, however, the Buyer shall have the right to base such calculation on a physical inventory of the Subject Assets. The Buyer’s determination of the Trade Accounts Payable Amount, the Current Asset Amount and the Capital Asset Amount shall be final, conclusive and binding upon the parties for all purposes unless, within thirty (30) days after receipt of the Statement, the Seller notifies the Buyer in writing (the “Dispute Notice”), setting forth in reasonable detail, any dispute with any item contained in the Statement. Any item or amount to which no dispute is raised in the Dispute Notice shall be final, conclusive and binding upon the parties for all purposes. If the Seller timely delivers a Dispute Notice, then the Seller and the Buyer shall attempt to resolve the disputed items. If the Buyer and the Seller are unable to resolve the disputed items within thirty (30) days after the Buyer’s receipt of the Dispute Notice, such disputed items shall be referred to BDO Xxxxxxx, LLP (the “Resolving Accounting Firm”); provided, however, that the scope of the engagement of the Resolving Accounting Firm shall be limited to the resolution of t...
Sample 1
Final Cash Purchase Price. If the Closing Cash Purchase Price, as adjusted pursuant to Section 2.4(b)(ii) (the “Final Cash Purchase Price”), is greater than the amount of the Closing Cash Purchase Price, as adjusted by Section 2.4(b)(i) (the “Estimated Closing Cash Purchase Price”), Buyer shall pay the amount of such difference to Seller in cash, consisting of immediately available funds, within 10 days after finalization thereof, and if the Final Cash Purchase Price is less than the Estimated Closing Cash Purchase Price, Seller shall pay the amount of such difference to Buyer in cash, consisting of immediately available funds, within 10 days after finalization thereof.
Sample 1

Related to Final Cash Purchase Price

  • Cash Purchase Price The term "Cash Purchase Price" shall have the meaning set forth in Section 2.3(a).

  • Post-Closing Purchase Price Adjustment (a) As soon as practicable, but no later than forty-five (45) calendar days after the Closing Date, Buyer shall cause to be prepared and delivered to Griffon a single statement (the “Closing Statement”) setting forth Buyer’s calculation of (i) the Net Working Capital, (ii) based on such Net Working Capital amount, the Net Working Capital Adjustment, (iii) the Closing Date Funded Indebtedness, (iv) the Closing Date Cash, (v) the Transaction Related Expenses and the components thereof in reasonable detail. Buyer’s calculation of the Net Working Capital, the Net Working Capital Adjustment, the Closing Date Funded Indebtedness, the Closing Date Cash and the Transaction Related Expenses set forth in the Closing Statement shall be prepared and calculated in good faith, and in the manner and on a basis consistent with the terms of this Agreement and the Accounting Principles (in the case of Net Working Capital) and the definitions thereof, and in the case of Net Working Capital shall also be in the same form and include the same line items as the Estimated Net Working Capital calculation, and shall otherwise (x) not include any changes in assets or liabilities as a result of purchase accounting adjustments or other changes arising from or resulting as a consequence of the transactions contemplated hereby, (y) be based on facts and circumstances as they exist as of the Closing and (z) exclude the effect of any decision or event occurring on or after the Closing. In furtherance of the foregoing, Buyer acknowledges and agrees that the Accounting Principles are not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies. If the Closing Statement is not so timely delivered by Buyer for any reason, then the Estimated Closing Statement shall be considered for all purposes of this Agreement as the Closing Statement, from which the Seller will have all of its rights under this Section 2.7 with respect thereto, including the right to dispute the calculations set forth in the Estimated Closing Statement in accordance with the procedures set forth in Section 2.7(b) and Section 2.7(c) mutatis mutandis.

  • Aggregate Purchase Price The aggregate purchase price for the Notes (the “Aggregate Purchase Price”) shall equal the result of (x) divided by (y), where (x) equals the Aggregate Principal Amount and (y) equals 1.25. Each date upon which a Closing occurs is a “Closing Date”.

  • Cash Payment The Employee shall make cash payments by wire transfer, certified or bank check or personal check, in each case payable to the order of the Company; the Company shall not be required to deliver certificates for Option Shares until the Company has confirmed the receipt of good and available funds in payment of the purchase price thereof.

  • Closing Purchase Price Buyer shall have delivered the Closing Purchase Price in accordance with Section 2.5. ARTICLE VII

  • Purchase Price Payment The total Purchase Price for the Property is the amount of the successful bid for the parcel at public auction.

  • Asset Purchase Price (a) All Assets and assets of the Failed Bank subject to an option to purchase by the Assuming Institution shall be purchased for the amount, or the amount resulting from the method specified for determining the amount, as specified on Schedule 3.2, except as otherwise may be provided herein. Any Asset, asset of the Failed Bank subject to an option to purchase or other asset purchased for which no purchase price is specified on Schedule 3.2 or otherwise herein shall be purchased at its Book Value. Loans or other assets charged off the Accounting Records of the Failed Bank before the Bid Valuation Date shall be purchased at a price of zero.

  • Purchase Price Adjustment (a) As soon as reasonably practicable, following each Closing Date, Purchaser shall prepare, or shall cause to be prepared, a Final Closing Statement for each Target Business Segment that is the subject of such Closing and a certificate of the chief financial officer directly overseeing the Target Companies comprising such Target Business Segment certifying that the Final Closing Statement was prepared in accordance with the Agreed Accounting Principles and engage Deloitte and Touche LLP (or such other registered public accounting firm of international reputation which is mutually acceptable to Parent and Purchaser) (the “Accounting Expert”) to (i) audit the Final Closing Statement and issue a report thereon, and (ii) certify in writing to Parent and Purchaser that such audit was conducted in accordance with the terms hereof, and Purchaser shall cause such report and such certificate to be produced no later than 120 days following each Closing Date. The Accounting Expert shall be provided reasonable access to the books, records and other relevant information of the Target Companies, Purchaser, Parent and their respective Representatives, to the extent necessary to complete its audit of the Final Closing Statement, and Purchaser and Parent shall, and shall cause their Representatives (including the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used in, and reasonably necessary for the preparation of, such Final Closing Statement and in order to respond to inquiries made by the Accounting Expert, and Purchaser shall cause the Subject Companies to prepare and deliver customary management representation letters as may be requested by the Accounting Expert. Parent shall be provided reasonable access to the books, records and other relevant information of the Target Companies, Purchaser, and their respective Representatives (including the working papers of Parent and the Accounting Expert in connection with the preparation and audit of the applicable Final Closing Statement), and Purchaser and Parent shall, and shall cause their Representatives (including the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used in the Final Closing Statement in order to respond to inquiries made by Parent. The Final Closing Statement shall be final and binding and shall be used in determining the Adjustment Amount, absent manifest error. The fees and expenses of the Accounting Expert shall be borne by Parent.

  • Purchase Price; Allocation of Purchase Price (a) The purchase price for the Purchased Assets and the Shares (the “Purchase Price”) is $3,000,000,000 (three billion dollars) in cash. The Purchase Price shall be paid as provided in Section 2.09 and shall be subject to adjustment as provided in Sections 2.09 and 2.11. Seller shall be treated as receiving a portion of the Purchase Price as agent for its Affiliates actually selling the Purchased Assets and the Shares consistent with the allocation of the Purchase Price pursuant to the Allocation Statement.

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