Final Purchase Price Sample Clauses
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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. 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 or delivered and ownership is transferred from Breeder to Buyer. The total purchase price for the puppy ranges from $_2,250_ to $_5,500_ and is dependent on AKC registration type, color, and gender. The foregoing purchase price does not include sales tax, delivery or shipping charges.
Final Purchase Price. ▇▇▇▇▇▇▇ and ▇▇▇▇▇ 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 term "Final Purchase Price" shall have the meaning set forth in Section 4.4.
Final Purchase Price. (a) The Purchase Price shall be adjusted and finally determined upwards or downwards (the “Final Purchase Price”), by (i) subtracting or adding, if any, the Working Capital Adjustment, (ii) subtracting or adding, as the case may be, the difference between the Closing Funded Indebtedness and the Signing Funded Indebtedness, and (iii) adding the Closing Cash.
(b) Promptly after the Closing Date, and in any event not later than sixty (60) days following the Closing Date, Primary Purchaser shall prepare and deliver to Primary Seller (i) an unaudited consolidated balance sheet of the Company and the Company's Subsidiaries as of 11:59 P.M. on the Business Day immediately prior to the Closing Date prepared in accordance with NIF (the “Closing Balance Sheet”); and (ii) a statement (the “Closing Statement”) setting forth Purchasers' good faith calculations (the “Purchasers' Proposed Calculations”) of (A) the amount of the Closing Cash; (B) the Closing Working Capital; (C) the amount, if any, by which the Target Working Capital differs from the Closing Working Capital (the “Working Capital Adjustment”); (D) the Funded Indebtedness of the Company as of 11:59 P.M. on the Business Day immediately prior to the Closing Date (the “Closing Funded Indebtedness”); (E) the difference between the Closing Funded Indebtedness and the Signing Funded Indebtedness; and (F) a calculation of the Final Purchase Price based on such amounts. Purchasers' Proposed Calculations shall be made in accordance with NIF. Purchasers shall cause the Subject Companies and their personnel to provide Primary Seller with prompt and reasonable access to the Subject Companies' auditors and accounting and other personnel and to the books and records of the Subject Companies and any other document or information reasonably requested by Primary Seller (including the workpapers of the Subject Companies' auditors) in order to allow Primary Seller to review the Purchasers' Proposed Calculations.
(c) In the event that Primary Seller does not object to the Closing Balance Sheet or Purchasers' Proposed Calculations by written notice of objection (the “Notice of Objection”) delivered to Primary Purchaser within forty-five (45) days after Primary Seller's receipt of the Closing Balance Sheet and Purchasers' Proposed Calculations, the calculation of the Final Purchase Price pursuant to Purchasers' Proposed Calculations shall be deemed final and binding. A Notice of Objection under this Section 2.3(c) shall set fort...
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 ▇▇▇▇▇▇▇ County, Georgia ▇▇▇ ▇▇▇▇ as of the Closing Date and (y) the capitalized liability on the Gold ▇▇▇▇ books for the remaining lease payments due on the ▇▇▇▇▇ ▇▇▇▇▇ 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 ▇▇▇▇ receiving the Accounts Receivable that are most practicable for it to handle.
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 “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. (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.
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”).