Incremental Purchase Price Sample Clauses

Incremental Purchase Price. In the event that (i) Purchaser, within six months following the Closing, sells or enters into a definitive agreement to sell, all or substantially all of the Willbridge Facility to a person or entity that is not controlled by, controlling, or under common control with the Purchaser, and (ii) the sale price for the Willbridge Facility exceeds sixty million dollars, then Purchaser shall pay to Seller ten percent of (A) the amount by which: the lesser of (1) the amount described in the next to last sentence of Section 25.4 of the Terminal System Lease (calculated as of the Closing), or (2) the purchase price in that transaction exceeds (B) sixty million dollars. Any such amount shall be payable to Seller within three business days after the closing of such transaction, and the amount so paid shall be additional Purchase Price to be allocated as determined by Seller pursuant to Section 3.2.
Sample 1
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Incremental Purchase Price. A Responsible Officer shall on behalf of the Seller provide the Administrative Agent with a notice in substantially the form of Exhibit C hereto (a "Purchase Notice") --------------- at least five Business Days prior to each Incremental Purchase. On the closing date for each Incremental Purchase, the Administrative Agent, on behalf of the applicable Owner or Owners, shall deposit to the Seller's account at the location indicated on the signature page hereof, in immediately available funds, an amount equal to the Purchase Price for such Incremental Purchase. Each Purchase Notice shall be irrevocable and binding on the Seller and the Seller shall indemnify the applicable Owner or Owners against any loss or expense incurred by the applicable Owner or Owners, either directly or indirectly, as a result of any failure by the Seller to complete such Incremental Purchase (other than as a result of failure by the Buyer or the Administrative Agent on behalf of the Owners to accept an Incremental Purchase that satisfies the applicable conditions and requirements of this Agreement) including, without limitation, any loss (including loss of anticipated profits) or expense incurred by the applicable Owner or Owners, either directly or indirectly, by reason of the liquidation or reemployment of funds acquired by the applicable Owner or Owners (including, without limitation, funds obtained by issuing commercial paper or promissory notes or obtaining deposits as loans from third parties) for the applicable Owner or Owners to fund such Incremental Purchase. The Administrative Agent shall notify the Seller of the amount determined by the applicable Owner or Owners to be necessary to compensate such Owner or Owners for such loss or expense. Such amount shall be due and payable by the Seller to the Administrative Agent for distribution to the applicable Owner or Owners ten Business Days after such notice is given.
Sample 1
Incremental Purchase Price. In addition to the Purchase Price as adjusted pursuant to Section 3.4 hereof, Buyer shall pay Sellers an incremental purchase price of Two Million Nine Hundred Sixty-Four Thousand Dollars ($2,964,000.00) conditioned upon the Oil and Gas Properties receiving high-cost natural gas certification (as contemplated by TEX. TAX CODE XXX. 201.057 (Xxxxxx Supp. 2000)) so as to qualify the Company’s interest in the Oil and Gas Properties to receive the exemption or tax reduction provided for by the above referenced law on or before December 31, 2005 (the “Incremental Purchase Price”). In the event such certification is obtained prior to the Closing Date, the Incremental Purchase Price shall be added to the Base Purchase Price in accordance with Section 3.4. In the event such certification is obtained after the Closing Date, the Incremental Purchase Price shall be (i) allocated amongst the Sellers and the holders of Employee Options in accordance with Section 3.3(b) as if such payment had been received prior to the Closing Date and were included as an adjustment to the Base Purchase Price on the Closing Date and (ii) shall be payable by wire transfer of immediately available funds within three (3) business days of Sellers’ notification to Buyer of the receipt of such approval to be accompanied by reasonable documentation thereof all in accordance with Section 3.3(c). In the event the certification has not been received by December 31, 2005, the Incremental Purchase Price shall not be payable by Buyer to Sellers, but nothing in this section shall otherwise affect Sellers’ right to receive severance tax refunds with respect to production prior to the Effective Date irrespective of when obtained.
Sample 1
Incremental Purchase Price. 28 2.04. Deferred Purchase Price ............................................... 29 2.05. Reinvestment Purchases ................................................ 29 2.06. Funding of the Net Investment ......................................... 29 2.07. Discount .............................................................. 30 2.08. Non-Liquidation Settlements and Other Payment Procedures .............. 31 2.09.
Sample 1

Related to Incremental Purchase Price

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

  • 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.

  • Final Purchase Price Xxxxxxx and Buyer agree that (a) the Deposit shall be applied to the final purchase price of the puppy, (b) the remaining balance will become due at the time of picking a puppy, at least 2 weeks before the puppy is delivered and/or ownership is transferred from Breeder to Buyer if paying any other way besides cash. The total purchase price for the puppy is $ . The foregoing purchase price does not include any delivery or shipping charges.

  • Initial Purchase Price The VFN is to be purchased at a price (the “Initial Purchase Price”) equal to 100% of the Initial Note Principal.

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

  • 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”.

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

  • 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.

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

  • Option Purchase Price (A) If the Management Investor shall be terminated by the Company without Cause, resign with Good Reason or shall cease to be employed by the Company by reason of death, normal retirement at age 65 or more under the Company's normal retirement policies, or temporary or permanent disability, the "Option Purchase Price" for the Incentive Shares to be purchased from such Management Investor or such Management Investor's Permitted Transferees pursuant to the Purchase Option (such number of Incentive Shares being the "Purchase Number") shall equal the price calculated as set forth in the table below opposite the applicable Termination Date of such Management Investor: If the Termination Date Occurs: Option Purchase Price On or prior to the first anniversary of Adjusted Cost Price multiplied by the Closing the Purchase Number After the first anniversary of the Adjusted Cost Price multiplied by Closing, and on or prior to the second 80% of the Purchase Number, plus anniversary of the Closing Adjusted Book Value Price multiplied by 20% of the Purchase Number After the second anniversary of the Adjusted Cost Price multiplied by Closing, and on or prior to the third 60% of the Purchase Number, plus anniversary of the Closing Adjusted Book Value Price multiplied by 40% of the Purchase Number After the third anniversary of the Adjusted Cost Price multiplied by Closing, and on or prior to the fourth 40% of the Purchase Number, plus anniversary of the Closing Adjusted Book Value Price multiplied by 60% of the Purchase Number After the fourth anniversary of the Adjusted Cost Price multiplied by Closing, and on or prior to the fifth 20% of the Purchase Number, plus anniversary of the Closing Adjusted Book Value Price multiplied by 80% of the Purchase Number

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