Initial Cash Purchase Price Sample Clauses

Initial Cash Purchase Price. The Note carries an original issue discount of $200,000.00 (the “OID”). In addition, the Company agrees to pay $15,000.00 ($5,000.00 of which has been previously paid to the Buyer) to the Buyer to cover the Buyer’s legal fees, accounting costs, due diligence, monitoring and other transaction costs incurred in connection with the purchase and sale of the Securities, $10,000.00 of which amount is included in the initial principal balance of the Note (the “Transaction Expenses”). The Initial Cash Purchase Price, therefore, shall be $500,000.00, computed as follows: $2,210,000.00 less the OID, less the $10,000 in unpaid Transaction Expenses, less the sum of initial principal amounts of the Buyer Trust Deed Notes and the Buyer Notes.
Sample 1See All (4)
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Initial Cash Purchase Price. The Note carries an original issue discount of $80,000.00 (the “OID”). In addition, the Company agrees to pay $10,000.00 to the Buyer to cover the Buyer’s legal fees, accounting costs, due diligence, monitoring and other transaction costs incurred in connection with the purchase and sale of the Securities (the “Transaction Expenses”). The Transaction Expenses shall be added to the balance of the Note. The Initial Cash Purchase Price, therefore, shall be $400,000.00, computed as follows: $890,000.00 less the OID less the Transaction Expenses less the initial principal amounts of the Buyer Trust Deed Notes.
Sample 1
Initial Cash Purchase Price. The Initial Cash Purchase Price shall be paid by Buyer to WWS, by wire transfer of immediately available funds to the accounts designated by WWS on Schedule I hereto. The Initial Cash Purchase Price may be adjusted as provided for in Section 1.3.
Sample 1
Initial Cash Purchase Price. The Note carries an original issue discount of $126,500.00 (the “OID”). The Initial Cash Purchase Price, therefore, shall be $100,000, computed as follows: $1,226,500.00 less the OID less the sum of the initial principal amounts of the Mortgage Notes.
Sample 1
Initial Cash Purchase Price. The aggregate purchase price for the Assets shall be (i) $15,000,000.00, plus (ii) the assumption of the Assumed Liabilities, plus (iii) the Accounts Receivable Payment, plus (iv) the Equipment Inventory Cash Price, plus (v) the Intellectual Property Cash Price, minus (vi) the Pro Rata Prepayment Amount (collectively, clauses (i) through (vi) the “Initial Cash Purchase Price”), plus (vii) the Earnout Purchase Price (collectively, the “Purchase Price”), At Closing, Buyer shall pay the Initial Cash Purchase Price by wire transfer to Seller of immediately available funds in accordance with the wire transfer instructions set forth on Schedule 1.5(a).
Sample 1
Initial Cash Purchase Price. The Note carries an original issue discount of $251,500.00 (the “OID”). In addition, the Company agrees to pay $15,000.00 to the Buyer and issue to the Buyer 50,000 shares of Common Stock (which shares the Buyer acknowledges having already received) to cover the Buyer’s legal fees, accounting costs, due diligence, monitoring and other transaction costs incurred in connection with the purchase and sale of the Securities (the “Transaction Expenses”), $15,000 of which is included in the initial principal balance of the Note. The Initial Cash Purchase Price, therefore, shall be $500,000.00, computed as follows: $2,766,500.00 less the OID less $15,000.00 of the Transaction Expenses less the sum of initial principal amounts of the Secured Buyer Notes.
Sample 1
Initial Cash Purchase Price. The aggregate initial purchase price payable by the Purchaser for the Shares and as consideration for the Selling Shareholders having arranged the release of the Company Options by the respective holders (the “Initial Cash Purchase Price”) shall be $147 million. The Initial Cash Purchase Price shall be paid as follows: (a) An aggregate amount equal to: the Initial Cash Purchase Price; less (i) the Indemnification Escrow Amount; less (ii) the aggregate of all amounts set forth in Columns 4 and 5 of Schedule I (the “Aggregate Founders Escrow Amount”) shall be paid at the Closing by the Purchaser to the Shareholders’ Representative (for and on behalf of the Selling Shareholders as set forth on Schedule I) by wire transfer of immediately available funds to an account provided by the Shareholders’ Representative to the Purchaser, such amount to be allocated to the Selling Shareholders in accordance with the allocations set forth opposite each Selling Shareholder’s name in Column 3 of Schedule I. (b) On the Closing Date, the Indemnification Escrow Amount shall be deposited into the Indemnification Escrow Account with Citibank, N.A. (the “Escrow Agent”), to be held and disbursed in accordance with the Escrow Agreement of even date among the Escrow Agent, MIPS and the Shareholders’ Representative (the “Indemnification Escrow Agreement”). Upon release of any amount from the Indemnification Escrow Account in accordance with the terms of the Indemnification Escrow Agreement, the Escrow Agent shall deliver such amount: (i) to the Shareholders’ Representative (for and on behalf of the Selling Shareholders as determined by the Shareholders’ Representative); or (ii) to MIPS on behalf of an Indemnitee, as appropriate. (c) On the Closing Date, the Purchaser shall cause to be deposited in the Founders Deferral Escrow Account an aggregate amount of cash equal to the Aggregate Founders Escrow Amount, which amount shall be held pursuant to the Escrow Agreement of even date among the Escrow Agent, MIPS and the Founders (the “Founders Deferral Escrow Agreement”) and paid to the Founders in accordance with (but only to the extent required by) Section 2.5.
Sample 1
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Related to Initial Cash Purchase Price

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

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

  • 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.

  • 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”.

  • Purchase Price; Allocation of Purchase Price (a) The purchase price for the Purchased Assets and the Shares, subject to the adjustment set forth in Section 3.08(c), shall be an amount in cash (the “Purchase Price”) equal to (i) $32,000,000, minus (ii) the Estimated Closing Date Indebtedness, plus (iii) the Estimated Closing Date Cash, and minus (iv) the Inventory Adjustment, if any. The Purchase Price shall be paid to Seller at the Initial Closing in accordance with Section 3.08(b). (b) Within forty-five (45) days after the Determination Date, Seller shall prepare and deliver to Buyer an allocation of the final Purchase Price (plus the amount of Assumed Liabilities and Liabilities of the Purchased Subsidiaries, in each case, to the extent properly taken into account for U.S. federal and other applicable income tax purposes) among the Purchased Assets and the assets of the Purchased Subsidiaries for U.S. federal income tax purposes, consistent with the procedures in Section 3.08(c) and in accordance with applicable Law and taking into account Section 7.08 and the section 336(e) elections referred to in Section 7.04(d) (the “Allocation Statement”). If Buyer does not object to the Allocation Statement within thirty (30) days after receipt, the Allocation Statement shall be final and binding on the Parties. If Buyer does object to the Allocation Statement within such period, then Buyer and Seller shall negotiate in good faith to resolve promptly any such objection. If Buyer and Seller do not obtain a final resolution within thirty (30) days after Buyer has so objected (or such longer period as mutually agreed between Buyer and Seller), then the dispute shall be resolved by the Auditor, and the procedures for such resolution (including the allocation of liability for the Auditor’s fees and expenses) shall be consistent with the procedures set forth in Section 3.09(c) (with such provisions applying to this Section 3.07(b) mutatis mutandis). Promptly after any adjustment to the amount of

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

  • 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.

  • 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. (b) The purchase price for securities (other than the capital stock of any Acquired Subsidiary, Shared-Loss Securities, FRB and FHLB stock) purchased under Section 3.1 by the Assuming Institution shall be the market value thereof as of Bank Closing, which market value shall be (i) the market price for each such security quoted at the close of the trading day effective on Bank Closing as published electronically by Bloomberg, L.P., or alternatively, at the discretion of the Receiver, IDC/Financial Times (FT) Interactive Data; (ii) provided, that if such market price is not available for any such security, the Assuming Institution will submit a bid for each such security within three days of notification/bid request by the Receiver (unless a different time period is agreed to by the Assuming Institution and the Receiver) and the Receiver, in its sole discretion will accept or reject each such bid; and (iii) further provided in the absence of an acceptable bid from the Assuming Institution, each such security shall not pass to the Assuming Institution and shall be deemed to be an excluded asset hereunder. (c) Qualified Financial Contracts shall be purchased at market value determined in accordance with the terms of Exhibit 3.2(c). Any costs associated with such valuation shall be shared equally by the Receiver and the Assuming Institution.

  • 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.

  • 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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