Potential Adjustment to Purchase Price Sample Clauses

Potential Adjustment to Purchase Price. If the EBIT of Company (as hereinafter defined as Purchaser's Columbus Division) during the fiscal years 2000, 2001, 2002 and 2003 exceed the applicable EBIT Threshold for such year set forth below: Fiscal 2000 - $1,589,000.00 Fiscal 2001 - $1,689,000.00 Fiscal 2002 - $1,789,000.00 Fiscal 2003 - $1,889,000.00 Purchaser shall pay to Sellers according to the percentages set forth in Section 2.04(a) below, by bank check or wiring within ninety (90) days following the end of the fiscal year, an amount equal to fifty percent (50%) of the EBIT of Company in excess of the EBIT Threshold for the applicable year or portion thereof, subject to a cumulative limitation of Five Million Dollars ($5,000,000.00) during such aggregate period. Any EBIT shortfall in any year shall not be offset against any excess EBIT in any subsequent year(s) hereunder, it being the intent of the parties that the EBIT Threshold set forth herein shall apply to each applicable year separately, subject, however, to the cumulative limitation of Five Million Dollars ($5,000,000.00) during such aggregate period. Such cash payment by Purchaser shall be additional Purchase Price for the Company Shares. Commencing on the later of the closing date or the installation of the ASTEA Accounting System at Company, 1.5% MAS royalty fee and a .3% Adfund fee on gross sales by Company shall be made incident to said determination. For each subsequent year described above in this paragraph for which Purchaser may be required to pay additional Purchase Price, the parties shall, in good faith, agree upon the MAS and Adfund royalty fee to be charged hereunder based on the level of services and support being provided by Purchaser to Company. Provided, however, such MAS royalty fee shall be 1.5% and the Adfund royalty fee shall be .3% if the parties are unable to come to an agreement for each subsequent year. For purposes of this Section 2.03, the term "Purchaser's Columbus Division" shall be the business acquired by Purchaser from Sellers under this Agreement including any part of the business that is operated by Purchaser's wholly-owned subsidiary, Xxxxxxx Select Integration Solutions, Inc., and shall include Purchaser's operations in Columbus, Ohio that existed prior to the closing of this Agreement. In the event that during the term of this Section 2.03, Purchaser would cause Company to merge into Purchaser or any Affiliate of Purchaser, the term "Purchaser's Columbus Division" shall also include such entity int...
Sample 1See All (4)
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Potential Adjustment to Purchase Price. If the earnings before interest, taxes, depreciation and amortization ("EBITDA") of the Purchaser No. 1's and Purchaser No. 2's System 5/Ballantyne Divisions in the aggregate during any of fiscal years 2002 (January 6, 2002 to January 5, 2003), 2003 and 2004 exceed the applicable EBITDA threshold for such year set forth below: Fiscal Year 2002 - $1,358,744 Fiscal Year 2003 - $1,358,744 Fiscal Year 2004 - $1,358,744 E27 Purchaser No. 1 and Purchaser No. 2 (according to the percentages set forth below) shall pay Seller, by bank check or wiring within ninety (90) days following the end of the fiscal year, an amount equal to 57.40% of fifty percent (50%) of the aggregate EBITDA of Purchaser No. 1's and Purchaser No. 2's System 5/Ballantyne Divisions in excess of the EBITDA Threshold for the applicable year, subject to a cumulative limitation of Three Million Two Hundred Seventy-One Thousand Nine Hundred Seventy-Four Dollars ($3,271,974.00) during such aggregate period. Any EBITDA shortfall in any year shall not be offset against any excess EBITDA in any subsequent year(s) hereunder, it being the intent of the parties that the EBITDA Threshold set forth herein shall apply to each applicable year separately, subject, however, to the cumulative limitation of Three Million Two Hundred Seventy-One Thousand Nine Hundred Seventy-Four Dollars ($3,271,974.00) during such aggregate period. Such cash payment by Purchaser No. 1 and Purchaser No. 2 shall be additional Purchase Price No. 1 and Purchase Price No. 2, in the proportions set forth below, which will be added to the good will allocation of Purchase Price No. 1 and Purchase Price No. 2, in the proportions set forth below, provided, however, Purchaser No. 1 and/or Purchaser No. 2 shall not be liable to pay to Seller the first Two Hundred Ninety-Five Thousand Two Hundred Sixty-Two Dollars ($295,262.00), as may be adjusted pursuant to the provisions of Section 5.1, that may be earned under this Section 4.6, it being the intent of the parties that such amount to the extent earned hereunder shall not be due and payable to Seller but rather Purchaser No. 1 and/or Purchaser No. 2 xxxxx xx xxxxxxxx xx xx xxxxxx xxxinst any amount owing hereunder until it has recovered such amount. Commencing upon the earlier of February 1, 2002 or the installation of the Astea (MAS and Accounting) System at the Purchaser No. 1's and Purchaser No. 2's System 5/Ballantyne Division, a 1.5% MAS royalty fee and a .3% Ad Fund royalty fee on gro...
Sample 1See All (4)
Potential Adjustment to Purchase Price. Seller and Buyer shall calculate an adjustment to the Purchase Price based upon the following described formula: The Purchase Price shall be adjusted as follows: (i) as of the date of this Agreement, calculate the total square feet of Project Vacant Space and multiply that sum by the base rental per square foot values, described on a space-by-space basis upon the Rent Roll, to obtain the Project Vacant Space base rent value (the “Vacant Space Base Rent Value”). The Vacant Space Base Rent Value shall be calculated as to both the aggregate Project Vacant Space as well as to Project Vacant Space on a space-by-space basis; then (ii) during the twelve (12) month term of this Master Lease Escrow Agreement, as an individual unit(s) of Project Vacant Space is leased, calculate the square feet of Project Vacant Space on a space-by-space basis leased to tenants under Leases (from the date of this Agreement to the date of Closing) which are then open for business, operating and paying base rent and reimbursable expenses per their respective Leases (the “Leased Space”); and then multiply the Leased Space by the actual base rent payable by such tenants under such Leases (on a space-by-space basis) to obtain, on a space-by-space basis, the Leased Space base rental value for each individual space (the “Leased Space Base Rent Value”); then (iii) subtract the Vacant Space Base Rent Value attributable to Leased Space from the Leased Space Rent Value (on a space-by-space basis), and divide the value so obtained by , to obtain, on a space-by-space basis, the “Adjustment to Purchase Price Value.” If the Adjustment to Purchase Price Value is a positive number, the amount will be added to the Purchase Price and paid by Buyer to Seller at such time as the Vacant Space Escrow Deposit related to the individual space of Leased Space is disbursed pursuant to Section 3, above. In calculating the Leased Space Base Rent Value contemplated by subparagraph (ii), above, there shall be included in such calculation any rental income received from tenants occupying individual tenant panels on any shopping center signage.
Sample 1
Potential Adjustment to Purchase Price. If the Net Profits Before Taxes ("NPBT") of Purchaser's Verity Solutions Division during any of fiscal years 2003, 2004 and 2005 exceed the applicable NPBT threshold for such year set forth below: Fiscal Year 2003 $126,800 Fiscal Year 2004 - $176,800 Fiscal Year 2005 - $226,800 Purchaser shall pay Seller, by bank check or wiring, within ninety (90) days following the end of the fiscal year, fifty percent (50%) of the NPBT of Purchaser's Verity Solutions Division in excess of the NPBT threshold for the applicable year, subject to a cumulative limitation of One Million Dollars ($1,000,000.00) during such aggregate period. Any NPBT shortfall in any year shall not be offset against any excess NPBT in any subsequent year(s) hereunder, it being the intent of the parties that the NPBT set forth herein shall apply to each applicable year separately, subject, however, to the cumulative limitation of $1,000,000.00 during such aggregate period. Such cash payment by Purchaser shall be additional Purchase Price, which will be added to the goodwill allocation of the Purchase Price.
Sample 1
Potential Adjustment to Purchase Price. Earn-Out No. 1 ---------------- If the Net Profits Before Taxes ("NPBT") of Purchaser No. 1's and Purchaser No. 2's eServ Solutions Group Divisions during any of fiscal years 2004 (January 6, 2004 to January 5, 2005), 2005 and 2006 exceed the applicable NPBT Threshold for such year set forth below: Fiscal Year 2004 - $450,000.00 Fiscal Year 2005 - $450,000.00 Fiscal Year 2006 - $450,000.00
Sample 1
Potential Adjustment to Purchase Price. Earnout No.
Sample 1
Potential Adjustment to Purchase Price. Earn-Out No. 1. If the EBITDA ("EBITDA") of Purchaser's System 5/Ballantyne Divisions computed as set forth in Section 4.6 during any of the fiscal periods set forth below equals or exceeds 70%, but is less than 100% of the applicable EBITDA Threshold for such period set forth below: Fiscal Year 2002 - (January 6, 2002 to January 5, 2003) $1,358,744 Fiscal Year 2003 - $1,358,744 Fiscal Year 2004 - $1,358,744 Purchaser shall pay Seller, by bank check or wiring within ninety (90) days following the end of the fiscal year, the following for such period: [(actual EBITDA / 1,358,744) - .7] (3.33) ($697,543.00). If the EBITDA ("EBITDA") of Purchaser's System 5/Ballantyne Divisions is greater than 100% of the applicable EBITDA Threshold, as listed above, Purchaser shall pay Seller, by bank check or wiring within ninety (90) E77 days following the end of the fiscal year, the amount of Six Hundred Ninety-Seven Thousand Five Hundred Forty-Three Dollars ($697,543.00) for such period. Any EBITDA shortfall in any year shall not offset any excess EBITDA in any subsequent year(s) hereunder, it being the intent of the parties that the EBITDA Threshold set forth herein shall apply to each applicable year separately, subject, however, to the ability of Seller to earn $697,543.00 for each fiscal year, or Two Million Ninety-Two Thousand Six Hundred Thirty Dollars ($2,092,630.00) if the EBITDA Threshold criteria were satisfied in all three years. Such cash payment by Purchaser shall be additional Purchase Price which will be added to the goodwill allocation of the Purchase Price.
Sample 1
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Potential Adjustment to Purchase Price. Earn-Out No.
Sample 1

Related to Potential Adjustment to Purchase Price

  • Adjustment to Purchase Price (a) The Closing Payment shall be increased by the parties' good faith estimate of the Current Assets of Seller and decreased by the parties' good faith estimate of the Current Liabilities of Seller as of the Closing Date (the "Closing Adjustment"), which adjustment shall be subject to final adjustment as provided for in paragraph (c) below. (b) No later than sixty (60) days after the Closing Date, or within three (3) days after receipt of the necessary accounting data from the NRTC Central Billing System, whichever is later, Purchaser shall make and deliver to Seller a balance sheet reflecting the Current Assets and Current Liabilities of Seller as of the Closing Date (the "Closing Date Balance Sheet"), prepared on a basis consistent with GAAP. For purposes of the Closing Adjustment and the Final Closing Adjustment (as hereinafter defined), the amount of Accounts Receivable of Seller to be included in the Closing Date Balance Sheet shall include only Accounts Receivable of Subscribers as reflected on Report 18A (Subscriber Accounts Receivable Aging By Account) of the NRTC Central Billing System Reports less a reserve of six percent (6%) for Accounts Receivable which are not collectible. In addition, the Closing Date Balance Sheet and the Final Closing Adjustment shall not include as a Current Asset any accounts receivable arising from Leased Subscriber Equipment. Purchaser may, by providing Seller with written notice at least five (5) days prior to the Closing, elect to purchase all, or certain of, the DSS(TM) subscriber equipment owned by Seller (other than Leased Subscriber Equipment) on the Closing Date; provided, however, Purchaser shall not have the right to acquire any assets attributable to Seller's Electric Business. Any such equipment which is purchased by Purchaser shall be included as Inventory in the Closing Date Balance Sheet. Except as set forth in this Section 4.4(b), no other assets or liabilities shall be included in the Closing Date Balance Sheet. Seller shall make available to Purchaser such documentation, back-up, invoices, and books and records of Seller as Purchaser may reasonably request. (c) Seller and Purchaser shall negotiate in good faith to reconcile any discrepancies which may arise in connection with the determination of the Closing Date Balance Sheet. If Seller and Purchaser are unable to reconcile such discrepancies, Seller shall have fifteen (15) days from presentment of the Closing Date Balance Sheet by Purchaser to notify Purchaser if Seller wishes to have Purchaser's determination examined. If Seller elects to have Purchaser's determination examined, it shall be submitted to the determination in Atlanta, Georgia, by the Certified Public Accounting firm of KMPG Peat Marwick (or any other independent Certified Public Accounting firm mutually acceptable to Seller and Purchaser), the cost of such examination to be paid fifty percent (50%) by Seller and fifty percent (50%) by Purchaser. The determination by Purchaser shall be final and binding on the parties unless Seller elects to have an examination as provided herein, in which case the results of the examination shall be made within thirty (30) days of such referral, and shall be final and binding on the parties (the "Final Closing Adjustment"). (d) To the extent the Final Closing Adjustment is less than the Closing Adjustment, Seller shall pay the difference in cash to Purchaser within five (5) days after the final determination. In the event the Final Closing Adjustment is greater than the Closing Adjustment, Purchaser shall pay such excess in cash to Seller within five (5) days after the final determination. If, following any payment pursuant to this Section 4.4(d), an error (in billing or reporting by NRTC or otherwise) is thereafter discovered which would have affected the Final Closing Adjustment, the party in whose favor the error was made shall immediately pay in cash the amount of such error to the other party.

  • Agreement to Purchase Purchase Price Buyer acknowledges that it was the successful bidder for the Property at the Foreclosure Sale with a successful bid for the Property at the Foreclosure Sale in the amount of [ ] ($ ) (the “Purchase Price”), and agrees to purchase all of the interest in the Property from Seller in accordance with and in reliance upon the terms and conditions of this Agreement.

  • 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.

  • 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.

  • 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.

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

  • 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.

  • Additional Adjustment If, in Dealer’s commercially reasonable judgment, the actual cost to Dealer (or an affiliate of Dealer), over any [10] consecutive Scheduled Trading Day period, of borrowing a number of Shares equal to the Number of Shares to hedge in a commercially reasonable manner its exposure to the Transaction exceeds a weighted average rate equal to [25] basis points per annum, the Calculation Agent shall reduce the Forward Price to compensate Dealer for the amount by which such cost exceeded a weighted average rate equal to [25] basis points per annum during such period. The Calculation Agent shall notify Counterparty prior to making any such adjustment to the Forward Price. Extraordinary Events: In lieu of the applicable provisions contained in Article 12 of the Equity Definitions, the consequences of any Extraordinary Event (including, for the avoidance of doubt, any Merger Event, Tender Offer, Nationalization, Insolvency, Delisting, or Change In Law) shall be as specified below under the headings “Acceleration Events” and “Termination Settlement” in Paragraphs 7(f) and 7(g), respectively. Notwithstanding anything to the contrary herein or in the Equity Definitions, no Additional Disruption Event will be applicable except to the extent expressly referenced in Paragraph 7(f)(iv) below. The definition of “Tender Offer” in Section 12.1(d) of the Equity Definitions is hereby amended by replacing “10%” with “15%.” Dividends: No adjustment shall be made if, on any day occurring after the Trade Date, Counterparty declares a distribution, issue or dividend to existing holders of the Shares of (i) any cash dividend (other than an Extraordinary Dividend) to the extent all cash dividends having an ex-dividend date during the period from and including any Forward Price Reduction Date (with the Trade Date being a Forward Price Reduction Date for purposes of this clause (i) only) to but excluding the next subsequent Forward Price Reduction Date differs from, on a per Share basis, the Forward Price Reduction Amount set forth opposite the first date of any such period on Schedule I, (ii) share capital or securities of another issuer acquired or owned (directly or indirectly) by Counterparty as a result of a spin-off or other similar transaction or (iii) any other type of securities (other than Shares), rights or warrants or other assets, for payment (cash or other consideration) at less than the prevailing market price as determined by Dealer. Non-Reliance: Applicable Agreements and Acknowledgments: Regarding Hedging Activities: Applicable

  • Adjustments to Purchase Price At Closing, the Purchase Price shall be adjusted (without duplication) in accordance with this Section 2.4. (a) The Purchase Price shall be increased by the following amounts: (i) the amount of all production expenses, operating expenses, third-party overhead expenses under applicable operating agreements, ad valorem and severance taxes, well bonds and capital expenditures actually paid by Seller in connection with the Assets, insofar and only insofar as the same are attributable to the period of time from and after the Effective Time, including, without limitation, (a) all operating costs and expenses paid by Seller, (b) all capital expenditures, including, without limitation, all drilling, completion, reworking, deepening, side-tracking, plugging and abandoning costs and expenses and paid by Seller, (c) all prepaid expenses and land related costs and expenses attributable to the Assets, including, without limitation, all bonus payments, royalty disbursements, delay rental payments, shut-in payments and other similar costs paid by Seller (provided, however, that the Purchase Price shall not be increased by land related expenses incurred by Seller in connection with Title Defect or Environmental Defect curative work), (d) excise, severance and production tax payments, and any other tax payments based upon or measured by the production of Sale Hydrocarbons or the proceeds of sale or other disposition therefrom paid by Seller and (e) expenses paid by Seller to any third party under applicable joint operating agreements or other contracts or agreements included in the Assets (with respect to which Seller shall provide Buyer with copies of the related invoices); (ii) an amount equal to the value of all Stock Hydrocarbons (it being understood that such value shall be calculated based on the reference prices set forth in Schedule 2.4(a)(ii) determined as of the Effective Time, less transportation costs, quality adjustment, if any, applicable taxes and royalty payments); (iii) the adjustment amount, if any, due Seller as determined pursuant to Section 11.1 with respect to Imbalances; (iv) by Six Hundred Thousand Dollars ($600,000.00) if all of Seller’s right, title and interest in the RCVC Agreement are assigned to Buyer pursuant to the terms of this Agreement; and (v) any other amount specified herein or otherwise agreed upon by Seller and Buyer in writing. (b) The Purchase Price shall be decreased by the following amounts: (i) an amount equal to the net proceeds (the price at which the Hydrocarbons are sold after the Effective Time, less transportation costs, quality adjustment, if any, applicable taxes and royalty payments) received by Seller from the sale or other disposition of Sale Hydrocarbons and Stock Hydrocarbons; (ii) all actual production expenses, operating expenses, overhead under applicable operating agreements, taxes, and capital expenditures paid or incurred by Buyer in connection with the Assets (including, without limitation, royalties, minimum royalties, rentals, and prepaid charges, including, without limitation, prepaid taxes and prepaid insurance), to the extent they are attributable to the ownership or operation of the Assets (or to the Hydrocarbons produced and saved from, or allocable to, the Assets) before the Effective Time; (iii) an amount equal to all proceeds received by Seller from whatever source that relate to the sale of Assets and are attributable to periods after the Effective Time; (iv) the adjustment amount, if any, due Buyer as determined pursuant to Section 11.1 with respect to Imbalances; (v) if reductions due to the aggregate Title Defect Value is greater than the aggregate Title Benefit Value, as provided in Section 6, an amount equal to such difference; (vi) reductions due to Environmental Defects as provided in Section 7; (vii) reductions due to the exercise of Preferential Rights as provided for in Section 9.2 or the time for the exercise of such right has not expired by Closing, or for the Allocated Value of Assets for which consents to assignment have not been obtained by Closing; (viii) reductions due to Casualty Loss as provided in Section 11.3; (ix) Seller’s pro rata share of taxes as determined pursuant to Section 4.1; (x) reductions of the aggregate Allocated Values (without application of thresholds and deductibles) of Leases: (a) for which a consent for assignment has not been obtained by Closing and (b) which have an expiration date between execution of this Agreement and three (3) months after the Closing Date which have not been cured by an extension of such Lease for a period of time of not less than one (1) year; and (xi) any other amount specified herein or otherwise agreed upon by Seller and Buyer in writing.

  • 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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