Final Purchase Price Sample Clauses
Final Purchase Price. Breeder and Buyer agree that (a) the Deposit shall be applied to the final purchase price of the puppy and (b) the remaining balance will become due before the puppy is shipped and/or ownership is transferred from Breeder to Buyer. [The total purchase price for a pet puppy is $2,000. Show puppy price ranges from $2,500 to $3,500.] The foregoing purchase price does not any delivery or shipping charges.]
Final Purchase Price. Within 120 days after the Closing Date (provided, however, and notwithstanding the foregoing, not before ninety (90) days after the Closing Date), Seller Representative will prepare and deliver to Buyer, in accordance with this Agreement, a proposed statement (the “Final Settlement Statement”) setting forth each adjustment to the Purchase Price to be made pursuant to Section 2.04, along with supporting documentation reasonably necessary to support Sellers’ calculations and all back up invoices, statements and other materials, and the resulting final Purchase Price (as such final Purchase Price is agreed by Buyer and Seller Representative or determined pursuant to this Section 2.06, the “Final Purchase Price”). Within 30 days after receipt of the preliminary Final Settlement Statement, Buyer shall return a written report containing any proposed changes to the preliminary Final Settlement Statement (a “Dispute Notice”) and/or request additional supporting documentation or information. Buyer and Seller Representative agree to use commercially reasonable efforts to finalize such post-Closing adjustments no later than 180 days after the Closing Date (the date such agreement is made or such adjustments are otherwise determined pursuant to this Section 2.06, the “Final Settlement Date”). In the event that (a) the Closing Purchase Price, as determined pursuant to Section 2.05, is more than the Final Purchase Price, within two Business Days after the Final Settlement Date, Sellers shall pay to Buyer the amount of such difference, or (b) the Closing Purchase Price, as determined pursuant to Section 2.05, is less than the Final Purchase Price, within two Business Days after the Final Settlement Date, Buyer shall pay to Sellers the amount of such difference, in either event by wire transfer or other immediately available funds to the account notified by Seller Representative or Buyer, as the case may be. If Seller Representative and Buyer are unable to resolve the matters addressed in the Dispute Notice within 210 days after the Closing Date, each of Buyer and Seller Representative shall, within ten Business Days after such deadline, summarize its position with regard to such dispute in a written document of 20 pages or less (exclusive of exhibits) and submit such summaries to a nationally or internationally recognized accounting firm with expertise in the oil and gas industry and that is otherwise reasonably acceptable to and mutually accepted by Buyer and Seller Rep...
Final Purchase Price. A. Final Working Capital. During the one hundred and twenty (120) day period following the Closing Date, the Purchaser shall have the right to review the Closing Statement. During such 120-day period, the Purchaser and its authorized representatives will be entitled to review, during normal business hours, the Seller's books, records and workpapers (to the extent related to the Business (excluding the books, records and workpapers of EMA, unless otherwise consented to by EMA) and not otherwise Transferred to the Purchaser at Closing), and the Seller shall otherwise cooperate with the Purchaser and with the Purchaser's independent accountants and other authorized representatives in connection with such review. By no later than the last day of the Purchaser's 120-day review period, the Purchaser shall notify the Seller whether the Purchaser accepts or rejects the accuracy of the Seller's Closing Statement and Estimated Working Capital, and if it rejects, the Purchaser shall furnish to the Seller as part of such notice an adjusted Closing Statement reflecting such changes as its believes appropriate to make the Closing Statement accurate as of the Closing Date. The failure by the Seller to deliver to the Purchaser a notice of its objection (the "Objection Notice") to the Purchaser's adjusted Closing Statement prior to the expiration of the ten business day period following the delivery of the same to the Seller shall constitute the Seller's acceptance of the Purchaser's adjusted Closing Statement and the Working Capital calculated therefrom. If the Purchaser and the Seller are unable to resolve any disagreement between them regarding the Closing Statement and the Working Capital Adjustment within ten business days after the Seller's delivery, to the Purchaser, of an Objection Notice, any items still in dispute will be referred for determination to Axxxxx Axxxxxxx LLP (or, if Axxxxx Axxxxxxx LLP refuses to act on behalf of the parties pursuant to this Section 2.3(A), such other nationally recognized accounting firm as shall be appointed by the President of the Boston office of the American Arbitration Association (the "AAA")) (the "Independent Accountants") within ten business days following the expiration of the foregoing ten business day period. The Independent Accountants' determination will be (a) in writing, (b) furnished to each of the parties hereto as promptly as practicable, and (c) conclusive and binding upon the parties hereto. The fees and expenses...
Final Purchase Price. Final Purchase Price" shall mean the Initial Purchase Price as adjusted pursuant to Section 2.6 (exclusive of the interest on such adjustment as contemplated in such Section 2.6).
Final Purchase Price. The term "Final Purchase Price" shall have the meaning set forth in Section 4.4.
Final Purchase Price. The “Final Purchase Price” means an amount equal to the Purchase Price, plus the amount, if any, by which Closing Date Net Working Capital exceeds the Reference Net Working Capital, or minus the amount, if any, by which the Reference Net Working Capital exceeds the Closing Date Net Working Capital.
Final Purchase Price. Xxxxxxx and Xxxxx agrees that: (a) the Deposit shall be applied to the final purchase price of the puppy and (b) the remaining balance will become due before the puppy is shipped and/or ownership is transferred from Breeder to Buyer.
Final Purchase Price. The aggregate final purchase price (the "Final Purchase Price") of the Purchased Assets shall be an amount equal to (i) $41.4 million plus (ii) one hundred percent (100%) of the Net Current Asset Value as set forth on the Post-Closing Statement of Net Current Asset Value less (x) the remaining principal balance on the Xxxxxxx County, Georgia XXX Xxxx as of the Closing Date and (y) the capitalized liability on the Gold Xxxx books for the remaining lease payments due on the Xxxxx Xxxxx Lease as of the Closing Date. Notwithstanding anything else in this Article IV, unless Southern States otherwise agrees in writing, the Final Purchase Price shall not exceed $251.4 million and the Purchased Assets shall be reduced to cause the Final Purchase Price to be less than $251.4 million by reducing the Accounts Receivable, with Gold Xxxx receiving the Accounts Receivable that are most practicable for it to handle.
Final Purchase Price. The purchase price for the Shares shall be equal to the Initial Purchase Price calculated in accordance with Clause 3.2, adjusted, as the case may be, with the amount of the Price Adjustment in accordance with Clause 3.3 (as so adjusted, the “Final Purchase Price”).
Final Purchase Price. (a) The final purchase price for the Acquired Assets and the Assumed Liabilities (as may be finally determined pursuant to Section 3.6 and Section 3.8, the “Final Purchase Price”) shall be an amount, determined as of the Cut-Off Time, equal to the Purchase Price. If the Final Purchase Price is greater than the Estimated Purchase Price paid by Purchaser on the Closing Date, Purchaser shall, within five (5) Business Days following the determination of the Final Purchase Price, remit the difference to Parent, together with interest on such amount at the Federal Funds Rate divided by three hundred sixty five (365) for each day during the period from the Closing Date to the date of such payment. If the Final Purchase Price is less than the Estimated Purchase Price paid by Purchaser on the Closing Date, Parent shall, within five (5) Business Days following the determination of the Final Purchase Price, remit the difference to Purchaser together with interest on such amount at the Federal Funds Rate divided by three hundred sixty five (365) for each day during the period from the Closing Date to the date of such payment.
(b) Payments made pursuant to Section 3.6(a) shall be remitted by a wire transfer of immediately available U.S. dollars to an account designated in writing by the party to which payment is due. Wire instructions shall be forwarded to the paying party no later than two (2) Business Days prior to the date that such payment is to be made.