Final Purchase Price Determination Sample Clauses

Final Purchase Price Determination. (i) The Final Purchase Price shall be equal to the Preliminary Purchase Price, (w) plus, if the Final Net Working Capital as determined pursuant to Section 2.3(b)(ii) exceeds the Estimated Net Working Capital, the amount of such excess, (x) minus, if the Estimated Net Working Capital exceeds the Final Net Working Capital as determined pursuant to Section 2.3(b)(ii), the amount of such excess, (y) plus, if the Final Closing Cash Amount as determined pursuant to Section 2.3(b)(ii) exceeds the Estimated Closing Cash Amount, the amount of such excess, (z) minus, if the Estimated Closing Cash Amount exceeds the Final Closing Cash Amount as determined pursuant to Section 2.3(b)(ii), the amount of such excess (the difference between the Preliminary Purchase Price and the Final Purchase Price, the “Final Closing Adjustment”). (ii) Buyer or TDY, as the case may be, shall, within five (5) Business Days after the determination of the Final Net Working Capital and Final Closing Cash Amount pursuant to Section 2.3(b)(ii), make payment to the other by wire transfer of immediately available funds to one or more accounts designated by the other of the amount of the Final Closing Adjustment as determined pursuant to Section 2.3(c)(i), together with interest thereon at a rate equal to the prime rate as published in The Wall Street Journal in effect on the Closing Date, for the period from the Closing Date through and including the date of payment.
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Final Purchase Price Determination. (a) No later than five (5) Business Days before the Initial Closing Date or any Subsequent Closing Date, Sellers shall deliver or cause to be delivered to Purchaser, at Sellers’ expense a statement (which statement shall have been prepared in accordance with U.S. GAAP on a basis consistent with the accounting principles, practices and procedures used in the preparation of the Financial Statements) setting forth (and accompanied by such documentation as Purchaser may reasonably request) a calculation of the Sellers Allocated Payment and the Minority Equity Allocated Payment (each, a “Sellers Allocated Payment Statement”), and itemizing, as applicable, with respect to each Initial Acquired Company or Subsequent Acquired Company that is the subject of the Initial Closing Date or Subsequent Closing Date: (i) the total Acquired Company Cash, (ii) the total Intercompany Debt Receivables of such Acquired Company and (iii) the total Acquired Company Debt, in each case estimated as of 12:01 a.m. New York time on the applicable Closing Date and calculated as of a date no earlier than five (5) Business Days prior to the Initial Closing Date or any Subsequent Closing Date. The amount of Acquired Company Debt set forth in a Sellers Allocated Payment Statement is referred to as the “Estimated Acquired Company Debt” for the applicable Initial Closing Date or any Subsequent Closing Date. The amount of Acquired Company Cash set forth in a Sellers Allocated Payment Statement is referred to as the “Estimated Acquired Company Cash” for the applicable Initial Closing Date or any Subsequent Closing Date. The amount of Intercompany Debt Receivables of such Acquired Company set forth in the Sellers Allocated Payment Statement is referred to as the “Estimated Acquired Company Intercompany Debt Receivables” for the applicable Initial Closing Date or any Subsequent Closing Date. Promptly upon Purchaser’s request, Sellers shall make available to Purchaser copies of the work papers and back-up materials used by Sellers in preparing the Sellers Allocated Payment Statements and such other documents as Purchaser may reasonably request in connection with its review of the Sellers Allocated Payment Statements. (b) Within forty-five (45) days after the Initial Closing Date or any Subsequent Closing Date, Purchaser shall prepare and deliver to the Seller Representative at Purchaser’s expense a statement (which statement shall have been prepared in accordance with U.S. GAAP on a basis consist...
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Final Purchase Price Determination. The Final Purchase Price shall be equal to (A) the Preliminary Purchase Price, plus (B) the Post-Closing Adjustment, and minus (C) the Final Pension Funding Amount, if any, as determined pursuant to Section 2.4(a).
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Final Purchase Price Determination. (i) Promptly upon determination of the Final Adjusted Closing Amounts pursuant to Section 2.4(a), the amount that would have been paid pursuant to Section 2.2 if the applicable Final Adjusted Closing Amounts had been substituted for the Estimated Closing Net Working Capital, Estimated Closing Cash, Estimated Closing Indebtedness, and Estimated Closing Seller Expenses, shall be paid as follows: (1) if such substitution, when netted, would have resulted in a Purchase Price that is less than the Preliminary Purchase Price paid at Closing, then SEE shall pay to Buyer an aggregate amount equal to such shortfall pursuant to Section 2.4(b)(ii); (2) if such substitution, when netted, would have resulted in a Purchase Price that is greater than the Preliminary Purchase Price paid at Closing, then Buyer shall pay to SEE an aggregate amount equal to such excess pursuant to Section 2.4(b)(ii); and (3) if such substitution, when netted, would have resulted in a Purchase Price that is equal to the Preliminary Purchase Price paid at Closing, then there shall be no adjustment to the Preliminary Purchase Price. (ii) Buyer or SEE, as the case may be and if applicable, shall, within three (3) Business Days of the determination of the Final Adjusted Closing Amounts and the calculations in Section 2.4(b)(i) make any payments pursuant to Section 2.4(b)(i)(1) or Section 2.4(b)(i)(2), as the case may be, to the other by wire transfer of immediately available funds to one or more accounts designated by the other.
Sample 1
Final Purchase Price Determination. (i) The Final Purchase Price shall be an amount equal to the Preliminary Purchase Price, (u) plus, if the Final Net Working Capital as
Sample 1
Final Purchase Price Determination. (i) Within ninety (90) days after the Closing Date, the Buyer shall deliver to the Seller a statement (the “Closing Statement”) setting forth the Buyer’s good- faith calculation of (A) Closing Net Working Capital, (B) Closing Cash, (C) Seller
Sample 1
Final Purchase Price Determination. (i) The “Final Cash Purchase Price” shall mean an amount equal to the (1) Preliminary Cash Purchase Price (2) (x) plus, if the Final Net Working Capital as determined pursuant to Section 2.3(b)(ii) exceeds the Estimated Net Working Capital, the amount of such excess, (y) minus, if the Estimated Net Working Capital exceeds the Final Net Working Capital as determined pursuant to Section 2.3(b)(ii), the amount of such excess (the “Final Closing Adjustment”), (3) (x) plus if the Primary U.S. Asset Transfer Amount exceeds the Estimated U.S. Asset Transfer Amount, the amount of such excess, (y) minus, if the Estimated U.S. Asset Transfer Amount exceeds the Primary U.S. Asset Transfer Amount, the amount of such excess (the “Final Pension Adjustment”). The “Final Purchase Price” shall mean the Final Cash Purchase Price and the Buyer Stock Consideration, together.
Sample 1
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Final Purchase Price Determination. The parties agree that the determination of the Purchase Price set forth in Section 1 of this Agreement shall be final and binding on the parties, with the same effect as if an Acceptance Notice had been delivered pursuant to Section 2.2(d) and payment had been made in accordance with Sections 2.2 and 2.3 of the Purchase Agreement. The procedures set forth in Section 2.2 of the Purchase Agreement shall be of no further force or effect. Buyer and Parent hereby absolutely, unconditionally and irrevocably release Sellers, Shareholder and the affiliates thereof from and against any and all liabilities or claims of any kind in connection with or related to the Final Balance Sheet, whether asserted or unasserted prior hereto, whether known or unknown, or whether arising prior to or subsequent to this Settlement Agreement. For the avoidance of doubt, the release set forth herein shall be understood to include (without limitation) the obligations of Sellers under the purported agreements with Xx. Xxxx Xxxxx and Mr. Xxx Xxxxx and any other agreements of the Business for which an accrual could or should have been made on the Final Balance Sheet, which obligations shall be borne by Buyer. The preceding sentence shall not prejudice the rights of Buyer under any provisions of the Purchase Agreement other than Sections 1.5, 2.2 and 2.3 thereof.
Sample 1

Related to Final Purchase Price Determination

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

  • Post-Closing Purchase Price Adjustment 1.9.1 Within ninety (90) days following the Closing Date, Seller shall prepare, or cause to be prepared, and deliver to Purchaser a statement (the “Closing Net Working Capital Statement”) which shall set forth the Net Working Capital of the Newsprint Business and of Apache as of the Closing Time (which shall be set forth separately for each of the Newsprint Business and Apache, but as aggregated shall be referred to as the “Closing Net Working Capital”) and shall be prepared in accordance with Seller’s past accounting methods, policies, practices and procedures and in the same manner, with consistent classification and estimation methodology, as the Financial Statements were prepared, except that the Excluded Assets and the Newsprint Retained Obligations shall be excluded. The Closing Net Working Capital Statement may not be amended by Seller after it is delivered to Purchaser. 1.9.2 Purchaser shall, within thirty (30) days after the delivery of the Closing Net Working Capital Statement to it, complete its review of the Closing Net Working Capital reflected on the Closing Net Working Capital Statement. If Purchaser wishes to dispute the Closing Net Working Capital, Purchaser shall notify Seller in writing in reasonable detail of such disagreement and any reason therefore (“Purchaser’s Objection”), setting forth a specific description of the basis of Purchaser’s Objection and the adjustments to the Closing Net Working Capital that Purchaser believes should be made, on or before the last day of such thirty (30) day period, which Purchaser’s Objection may not be amended by Purchaser after it is delivered to Seller (except to withdraw any such Purchaser’s Objection). Any items on the Closing Net Working Capital Statements not disputed in Purchaser’s Objection shall be irrevocably deemed to be accepted by Purchaser. Seller shall then have thirty (30) days to review and respond to Purchaser’s Objection. If Seller and Purchaser are unable to resolve all of their disagreements with respect to the determination of the foregoing items within thirty (30) days following Seller’s receipt of Purchaser’s Objection (the “Negotiation Period”), they shall refer their remaining differences to a mutually agreeable independent accounting firm of national recognition (other than an independent accounting firm utilized by any of Seller, Apache or Purchaser or any Affiliate of any of the foregoing within the past three (3) years) acceptable to both Seller and Purchaser or if Seller and Purchaser are unable to agree as to such third party accounting firm within ten (10) days after the conclusion of the Negotiation Period, either Seller or Purchaser may request that the Chairman of the American Arbitration Association (or the nominated representative of the Chairman) appoint a third party accounting firm meeting the aforementioned requirements to resolve the dispute (the accounting firm selected being referred to as the “CPA Firm”), who shall determine, only with respect to the remaining differences so submitted, whether and to what extent, if any, the Closing Net Working Capital requires adjustment. The procedure and schedule under which any dispute shall be submitted to the CPA Firm shall be as follows: (a) Within ten (10) days after the later of (i) the end of the Negotiation Period and (ii) the selection of the CPA Firm, Purchaser shall submit any unresolved elements of the Purchaser’s Objection to the CPA Firm in writing (with a copy to Seller), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute a withdrawal by Purchaser of the Purchaser’s Objection with respect to any unresolved element to which such failure relates. (b) Within fifteen (15) days following Purchaser’s submission of the unresolved elements of the Purchaser’s Objection as specified in sub-clause (a) above, Seller shall submit its response to the CPA Firm in writing (with a copy to Purchaser), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute an acceptance by Seller with respect to any unresolved elements to which such failure relates. (c) The CPA Firm shall deliver its written determination to Purchaser and Seller no later than the thirtieth (30th) day after the remaining differences underlying Purchaser’s Objection are referred to the CPA Firm, or such longer period of time as the CPA Firm determines is necessary.

  • 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.

  • Purchase Price Adjustment (a) Within 90 days following the Closing, the Buyer shall prepare and deliver, or cause to be prepared and delivered, to the Seller a statement (the “Closing Schedule”) setting forth: (i) the Buyer’s determination of the actual amounts of (A) the Adjustment Amount, including the Final Adjustment Amount Overage or the Final Adjustment Amount Underage (the “Final Adjustment Amount”), and (B) the Seller Indebtedness Amount, in each case as of 12:01 a.m. Eastern Time on the Closing Date without taking into account any of the transactions to be completed on the Closing Date in accordance with the terms of this Agreement; (ii) a calculation of any adjustments to the Closing Payment based on such calculations (the adjusted Closing Payment as a result of such calculation being the “Final Closing Payment”); and (iii) a calculation of the accounts receivable contained in the Preliminary Adjustment Amount that were not collected by Buyer within the thirty (30) days immediately following the Closing and the accounts receivable existing at the Closing but not taken into account in calculating the Adjustment Amount (the “Excluded AR”). (b) Within fifteen (15) days after delivery of the Closing Schedule, the Seller may deliver a notice to Buyer either: (i) concurring with the Closing Schedule (a “Notice of Concurrence”); or (ii) disagreeing therewith (a “Notice of Disagreement”). If the Seller delivers a Notice of Disagreement, then it shall be accompanied by the Seller’s proposed revisions to the Closing Schedule. If the Seller fails to deliver any notice within such 15-day period, the Seller shall be deemed to have delivered a Notice of Concurrence. (c) If a Notice of Concurrence is delivered or deemed delivered, and if the Final Closing Payment is less than the Closing Payment, the Buyer shall be entitled to payment out of the Royalty Consideration in the full amount of such shortfall. If a Notice of Concurrence is delivered or deemed delivered, and the Final Closing Payment is greater than the Closing Payment, Buyer shall pay to the Seller the full amount of such excess (with such payment being in shares of Buyer Common Stock priced at $1.50 per share) within thirty (30) days of the delivery of the Notice of Concurrence. (d) If a Notice of Disagreement is delivered, then the Seller and the Buyer shall, during the 15-day period following such delivery (the “Negotiation Period”), use commercially reasonable efforts to agree on the Final Adjustment Amount. If, during such period, the Seller and the Buyer are unable to reach agreement, they promptly shall engage a nationally recognized certified public accounting firm reasonably acceptable to each such party (the “Independent Auditor”) to resolve the disagreement, and any such resolution shall be final, conclusive and binding upon the parties hereto, absent fraud or manifest error. To the extent the Final Closing Payment as determined by the Independent Auditor is less than the Closing Payment, the Buyer shall be entitled to payment out of the Royalty Consideration in the full amount of such shortfall. To the extent the Final Closing Payment as determined by the Independent Auditor is more than the Closing Payment, the Buyer shall pay to the Seller the full amount of such excess (with such payment being in shares of Buyer Common Stock priced at $1.50 per share) within thirty (30) days of such resolution. (e) Each of the Seller and the Buyer shall pay fifty percent (50%) of the fees and expenses of the Independent Auditor.

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

  • 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.

  • Purchase Price; Deposit (a) The purchase price for the Property is AND 00/100 DOLLARS ($ ) (the “Purchase Price”), payable as follows: (i) TEN PERCENT (10%) of the Purchase Price (which is equal to $ ) (the “Initial Deposit”, and together with the Additional Deposit (as hereinafter defined), if any and to the extent delivered by Purchaser, collectively, the “Deposit”) shall, within five (5) business days after the Effective Date, be deposited by Purchaser with the Title Company (as hereinafter defined), as escrow agent (in such capacity, the “Escrow Agent”) by wire transfer of immediately available funds. Failure by Purchaser to timely deliver the Deposit in accordance with this Section 2(a)(i) shall constitute a material default by Purchaser hereunder and Seller shall be entitled to terminate this Agreement by written notice to Purchaser. The Deposit shall be refundable to Purchaser only to the extent expressly set forth in this Agreement. The Deposit shall be held in a non-interest-bearing, federally-insured account by Escrow Agent in accordance with this Agreement pending the consummation of the Settlement (as defined below). At Settlement, the Deposit shall be paid to Seller on account of the Purchase Price and credited to Purchaser. The giving of the Deposit hereunder shall not be considered to be xxxxxxx money. (ii) Subject to the prorations and adjustments set forth in this Agreement, the balance of the Purchase Price shall be paid to Seller at Settlement by wire transfer of immediately available federal funds. (b) If there is a dispute between Seller and Purchaser regarding whether the Deposit shall be returned to Purchaser or delivered to Seller, Escrow Agent shall have no obligation to either Seller or Purchaser with respect to the Deposit except to interplead (invoke a concursus of) the Deposit into an appropriate court of competent jurisdiction. Escrow Agent may act upon any instrument or other writing believed by Escrow Agent in good faith to be genuine and to be signed and presented by the proper person.

  • Base Purchase Price Buyer agrees to pay for the Assets the total sum of Thirty Million and No/100 Dollars ($30,000,000.00) (“Base Purchase Price”) to be paid by direct bank deposit or wire transfer in same day funds at the Closing, subject only to the price adjustments set forth in this Agreement.

  • Price Adjustment Civil works contracts of long duration (more than 18 months) shall contain an appropriate price adjustment clause.

  • The Purchase Price If the sale of the Property is not subject to HST, Seller agrees to certify on or before (included in/in addition to) closing, that the sale of the Property is not subject to HST. Any HST on chattels, if applicable, is not included in the Purchase Price.

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