Initial Order Price Sample Clauses

Initial Order Price. 12.1.1. In consideration for the supply of each of the Products included in the Initial Order, the provision of the Services and the execution of all its obligations hereunder, the Supplier shall be entitled to receive a payment in the amount stipulated in the Supplier's Proposal with respect to such Products amounting to a total of (the “Initial Order Price”). 12.1.2. For the avoidance of doubt, it is clarified that the Initial Order Price is inclusive of any and all taxes, costs, customs, charges ancillary to the execution by the Supplier of its obligations hereunder. 12.1.3. The Initial Order Price is firm, and shall not be linked to any index.
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Initial Order Price. For the purpose of this Contract, the price of the Initial Products and Initial Spare Parts shall be referred to as the “Initial Order Price”. 7.1.1. In consideration of the supply of the Initial Products and the Initial Spare Parts and the execution of all its obligations hereunder with regard to the Initial Order, the Supplier shall be entitled to receive a payment from the IAA amounting to the sum of [ ] (the “Initial Order Price”) 7.1.2. For the avoidance of doubt, it is clarified that the Initial Products shall be delivered and installed on Site against payment of the Initial Order Price as stipulated in the Price Proposal only and it shall not in any manner be linked to the PPI. 7.1.3. The Consideration detailed above in this Contract covers all payments, compensations and benefits of any kind to which the Supplier is entitled from the IAA with respect to the supply and installation of the Equipment and the Supplier is not entitled to, nor require or claim any payment, compensation or benefit from the IAA, unless explicitly specified in this Agreement or if agreed otherwise in writing by both Parties
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Initial Order Price. Valneva shall supply the quantity of Product to Authority pursuant to the Initial Order at a Price, subject to clause 13.7, [***] (the “Initial Order Price”).
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Initial Order Price. 12.1.1. In consideration for the supply of the Belt Loaders included in the Initial Order, the provision of the Services and the execution of all its obligations hereunder, the Supplier shall be entitled to receive a payment in the amount of , as stipulated in the Supplier's Proposal (the “Initial Order Price”). 12.1.2. For the avoidance of doubt, it is clarified that the Initial Order Price is inclusive of any and all costs and charges ancillary to the execution by the Supplier of its obligations hereunder. 12.1.3. The Initial Order Price is firm and shall not be linked to any index.
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Initial Order Price. The Initial Order Price of the first system to be deployed by Customer, consisting of two full processing systems, shall be $ 4,000,000.00 paid in two tranches. The first tranche of $1,500,000.00 shall be paid upon the issuance of the initial Purchase Order (for the down payment of both processing systems, miscellaneous costs of delivery, and the cost of installation of the P2O systems. The second tranche of $2,500,000.00 will be paid, if P2O has not materially defaulted on any operating specifications, at the end of eighteen (18) months following the COF as defined in section 8.2.2.
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Initial Order Price. 12.1.1. In consideration for the supply of the Diesel Tractors included in the Initial Order, the provision of the Services and the execution of all its obligations hereunder, the Supplier shall be entitled to receive a payment in the amount of , as stipulated in the Supplier's Proposal (the “Initial Order Price”). 12.1.2. For the avoidance of doubt, it is clarified that the Initial Order Price is inclusive of any and all costs and charges ancillary to the execution by the Supplier of its obligations hereunder. 12.1.3. The Initial Order Price is firm and shall not be linked to any index.
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Initial Order Price. As full compensation for the Initial Order and all related obligations to be performed by Fabricator under the Contract Documents, TxDOT shall pay to Fabricator the lump sum amount of $ (the “Initial Order Price”), which equates to (a) a unit price of $ for mainline toll booths for the Initial Order (the “Initial Per Mainline Unit Price”), plus (b) a unit price of $ for mainline toll booth frames for the Initial Order (“Initial Mainline Frame Unit Price”), plus (c) a unit price of $ for ramp toll booths for the Initial Order (“the “Initial Per Ramp Unit Price”), plus (d) a unit price of $ for ramp toll booth frames for the Initial Order (“Initial Ramp Frame Unit Price”), plus (e) a unit price of $ for ramp toll booth ACM Platforms (the “Initial Ramp Toll Booth ACM Platform Unit Price”), plus the amount of $ (“Design/ Mobilization Costs”). The Initial Order Price (and the Initial Per Unit Prices) shall be increased or decreased only by a Change Order issued in accordance with Section 11 or by an Agreement amendment. During the Initial Term, the per unit price for any additional orders placed by TxDOT shall remain the same as the Initial Per Mainline Unit Price and Initial Mainline Frame Unit Price for mainline toll booths and the Initial Per Ramp Unit Price, Initial Ramp Toll Booth ACM Platform Unit Price, and Initial Ramp Frame Unit Price for ramp toll booths, subject to (a) escalation and (b) adjustment for steel materials as follows: 10.1.1.1 For any additional orders placed by TxDOT during the second through fifth years of the Initial Term, the per unit price shall be based on the change in the one-year rolling average of the monthly Construction Cost Index, by adding the product of the following to the Initial Per Unit Prices less the price for any stainless steel materials: ∆ = (Initial Per Unit Price) * (A-B)/B where: “∆” is the adjustment amount;
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Initial Order Price. The Price for any one or more Processors ordered via a Purchase Order dated as of or prior to the date upon which Customer delivers written notice to P2O of the satisfaction or waiver of the Financing Contingency (the “Initial Order”) shall be $2,500,000 per Processor (the “Initial Order Price”).
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Initial Order Price. 7.1.1. In consideration of the supply of the Initial Product and the execution of all its obligations hereunder with regard to the Initial Order, the Supplier shall be entitled to receive a payment from the IAA amounting to the sum of [ ] (the “Initial Product Price”). 7.1.2. In consideration of the performance of the Initial Training Session and the execution of all its obligations hereunder with regard to the Initial Training Session, the Supplier shall be entitled to receive a payment from the IAA amounting to the sum of [ ] (the “Initial Training Price”). For the purpose of this Contract, the Initial Product Price and the Initial Training Price form jointly the “Initial Order Price” the total sum of . 7.1.3. For the avoidance of doubt, it is clarified that the Initial Order Price is firm, definitive, sufficient and inclusive of any and all taxes, costs, customs, charges ancillary to the execution by the Supplier of its obligations hereunder. 7.1.4. In addition, the Initial Order Price and shall not be linked to any index.
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Related to Initial Order Price

  • 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.

  • Purchase Price Closing (a) The total amount which the buying party shall pay the selling party in a purchase shall be the amount that the selling party would have received if the Company (i) sold the Property for an amount equal to the Buy-Sell Stated Value, (ii) satisfied the indebtedness of the Company specifically referred to in subsection (b) below (and no other liabilities) out of the sale proceeds and (iii) distributed the remaining balance to Administrative Agent and PACOP in accordance with their respective percentage ownership interests in the Company (i.e., 51%, in the case of PACOP, and up to 49%, in the case of Administrative Agent). (b) In determining the amount of the liabilities that the Company would pay pursuant to Subsection 2(a)(ii), it shall be assumed that the Company would satisfy (through payment of the full payoff amount), in order, the following liabilities in full (and no others): (i) the Secured Note, and (ii) any Mezzanine Loan Deficiency. As used in this Agreement “Mezzanine Loan Deficiency” shall be determined based upon the actual amount received (or bid or credited, as applicable) by Administrative Agent at a foreclosure sale under and in accordance with the Security Agreement on such Membership Interests as Administrative Agent may foreclose on expeditiously and without opposition; the full payoff amount of the loans evidenced by the Mezzanine Loan Agreement, less the amounts so received, bid or credited, as applicable, shall be the Mezzanine Loan Deficiency. In the event that Administrative Agent has not yet foreclosed on the Pledged Interests, the Mezzanine Loan Deficiency shall be an amount equal to the full outstanding amount of the Mezzanine Loan. Administrative Agent shall provide PACOP notice of such foreclosure sale as required by the New York Uniform Commercial Code. PACOP hereby fully waives any right to challenge the determination and calculation of such Mezzanine Loan Deficiency.

  • Purchase Order Number NETAPP's purchase order number must appear on all invoices, packing lists and bills of lading and shall appear on each package, container or envelope on each shipment made pursuant to such purchase order.

  • Transfer Price 4.1. With regard to the Equity Transfer Option, the total Transfer Price to be paid by the WFOE or any other entity or individual designated by the WFOE to each Company Shareholder at each Exercise of Option by the WFOE shall be the capital contribution mirrored by the corresponding Transferred Equity in the Company Registered Capital. But if the lowest price permitted by the then-effective PRC Law is higher than the above capital contribution, the Transfer Price shall be the lowest price permitted by the PRC Law. 4.2. With regard to the Asset Purchase Option, the Transfer Price to be paid by the WFOE or any other entity or individual designated by the WFOE to the Company at each Exercise of Option by the WFOE shall be the net book value of the relevant Transferred Assets. But if the lowest price permitted by the then-effective PRC Law is higher than the net book value of the Transferred Assets, the Transfer Price shall be the lowest price permitted by the PRC Law.

  • Economic Price Adjustment is the adjustment to the Aircraft Basic Price (Base Airframe, Engine and Special Features) as calculated pursuant to Exhibit D.

  • Price Schedule, Payment Terms and Billing, and Price Adjustments (a) Price Schedule: Price Schedule under this Contract is set forth in Exhibit B.

  • C1 Contract Price In consideration of the Contractor’s performance of its obligations under the Contract, the Authority shall pay the Contract Price in accordance with clause C2 (Payment and VAT).

  • 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.

  • Purchase Price; Allocation of Purchase Price (a) The purchase price for the Purchased Assets (the “Purchase Price”) is equal to $675,000,000 in cash. The Purchase Price shall be paid as provided in Section 2.07 and shall be subject to adjustment as provided in Section 2.08. Seller shall be treated as receiving a portion of the Purchase Price as agent for any of its Affiliates actually selling, transferring or conveying the Purchased Assets, consistent with the allocation of the Purchase Price pursuant to the Allocation Statement, and Buyer’s payment of the Purchase Price to Seller shall constitute payment by Buyer to any of Seller’s Affiliates actually selling, transferring or conveying the Purchased Assets hereunder. (b) Within 60 days after the Closing, Buyer shall deliver to Seller a statement (the “Allocation Statement”) allocating the Purchase Price (plus Assumed Liabilities and transaction costs, to the extent properly taken into account under Section 1060 of the Code) among the Purchased Assets in accordance with Section 1060 of the Code. If, within five Business Days after delivery of the Allocation Statement, Seller notifies Buyer in writing that Seller objects to the allocation set forth in the Allocation Statement, Buyer and Seller shall use commercially reasonable efforts to resolve such dispute within 20 days. In the event that Buyer and Seller are unable to resolve such dispute within 20 days, Buyer and Seller shall jointly retain KPMG LLP (the “Accounting Referee”) to resolve the disputed items in the manner described in Section 8.10. (c) Each of Buyer and Seller shall (i) be bound by the Allocation Statement, as may be adjusted in accordance with Section 2.06(e), (ii) act in accordance with, and cause its Affiliates to act in accordance with, the Allocation Statement in the preparation, filing and audit of any Tax Return (including filing IRS Form 8594 with its federal Income Tax Return for the taxable year that includes the Closing) and (iii) take no position, and cause its Affiliates to take no position, inconsistent with the allocation reflected on the Allocation Statement on any Tax Return, in any Contest or otherwise, unless required by a Final Determination. (d) In the event that the allocation reflected on the Allocation Statement is disputed by any Taxing Authority, the party receiving notice of the dispute shall promptly notify the other party hereto, and Buyer and Seller shall use their commercially reasonable efforts to defend such allocation in any Tax audit or similar proceeding. (e) If an adjustment is made with respect to the Purchase Price pursuant to Section 2.08, the Allocation Statement shall be adjusted in accordance with Section 1060 of the Code and as mutually agreed by Buyer and Seller. In the event that an agreement is not reached within 20 days after the determination of the Final Closing Working Capital, any disputed items shall be resolved in the manner described in Section 8.10. Buyer and Seller shall file any additional information return required to be filed pursuant to Section 1060 of the Code and to treat the Allocation Statement as adjusted in the manner described in Section 2.06(c). (f) Not later than 30 days prior to the filing of their respective Forms 8594 relating to this transaction, each party shall deliver to the other party a copy of its Form 8594.

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