Procedures for Determining Purchase Price Sample Clauses

Procedures for Determining Purchase Price. No later than five (5) Business Days prior to the Sale Date, the Seller shall deliver to the Purchaser a loan level report of all Servicing Rights to be sold to the Purchaser on the Sale Date (the “Preliminary Settlement Report”). The Preliminary Settlement Report shall include the Purchase Price applicable to each Servicing Right, loan level information for each Mortgage Loan and such other information as is set forth in Exhibit C attached hereto. The Preliminary Settlement Report shall include the unpaid principal balance of the Mortgage Loans as of a date mutually agreed to by the Parties. The Purchaser shall review and either approve or object (in writing) to such Preliminary Settlement Report within three (3) Business Days of the Purchaser’s receipt thereof. In the event that the Purchaser objects to the content of the Preliminary Settlement Report, the Purchaser’s written objection shall contain sufficient specificity to enable the Seller to reconcile and/or remedy any and all exceptions discovered by the Purchaser on or before the Sale Date.
Sample 1
AutoNDA by SimpleDocs
Procedures for Determining Purchase Price. (a) At least five business days prior to the Closing Date, Chronicle shall deliver or cause to be delivered to Acquiror a schedule identifying the Existing Chronicle Debt to be included in the Retained Chronicle Debt, together with a calculation of any premium, penalty, or other fee or charge with respect to such Existing Chronicle Debt that is required to be included in Retained Chronicle Debt pursuant to Section 3.3(b), and setting forth Chronicle's reasonable and good faith estimates of the Retained Chronicle Debt, the number of Basic Subscribers in each of Western's Systems as of the Closing Date, and the Purchase Price, all determined as of the Closing Date. The Purchase Price as determined on an estimated basis in accordance with the preceding provisions of this Section 2.5(a) is referred to in this Agreement as the "Estimated Purchase Price." Such schedule shall be accompanied by a certificate, executed on behalf of Chronicle by its chief financial officer, to the effect that the estimates contained therein were made in good faith and on a reasonable basis. Chronicle shall make available to Acquiror prior to Closing all information that Acquiror reasonably requests supporting Chronicle's estimate of the Retained Chronicle Debt and the number of Basic Subscribers as of the Closing Date.
Sample 1
Procedures for Determining Purchase Price. (a) No later than five (5) Business Days prior to the Sale Date, the Seller shall deliver to the Purchaser a loan level report of all Servicing Rights to be sold to the Purchaser on the Sale Date (the “Preliminary Settlement Report”). The Preliminary Settlement Report shall include the Purchase Price applicable to the Servicing Rights, loan level information for each Mortgage Loan and such other information as is set forth in Exhibit 3.02(b) attached hereto. The Preliminary Settlement Report shall include an estimate of the unpaid principal balance of the Mortgage Loans as of the date of such Preliminary Settlement Report.
Sample 1
Procedures for Determining Purchase Price a) No later than five (5) Business Days prior to the Sale Date, the Seller shall deliver to the Purchaser a loan level report of all Servicing Rights to be sold to the Purchaser on such Sale Date (the “Preliminary Settlement Report”) and the Estimated Purchase Price Computation Worksheet in the form of Exhibit E-1. The Preliminary Settlement Report shall include loan level information for each related Mortgage Loan and such other information as is set forth in Exhibit E attached hereto. The Preliminary Settlement Report shall include the unpaid principal balance of the Mortgage Loans as of the related Estimate Date. The Purchaser shall review and either approve or object (in writing) to such Preliminary Settlement Report and the related Estimated Purchase Price Computation Worksheet within three (3) Business Days of the Purchaser’s receipt thereof. In the event that the Purchaser objects to the content of the Preliminary Settlement Report and the related Estimated Purchase Price Computation Worksheet, the Purchaser’s written objection shall contain sufficient specificity to enable the Seller to reconcile and/or remedy any and all exceptions discovered by the Purchaser on or before the Sale Date.
Sample 1

Related to Procedures for Determining Purchase Price

  • Price Adjustments 17.1 Prices for Goods/Services supplied in terms of this Agreement shall be subject to review as indicated in the Schedule of Requirements/Works Order annexed hereto.

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

  • Purchase Price Adjustments (a) As promptly as practicable (but not later than ninety (90) days) following the Closing Date, Buyer shall deliver to Parent a certificate setting forth in reasonable detail (A) Buyer’s calculation of (1) Closing Date Working Capital (the “Preliminary Working Capital Determination”), (2) Closing Date Cash (the “Preliminary Cash Determination”), (3) Closing Date Debt (the “Preliminary Debt Determination”) and (4) Closing Date Transaction Expenses (the “Preliminary Transaction Expenses Determination”), and (B) based on such calculations, a calculation of the Purchase Price (the “Preliminary Purchase Price Determination” and, together with the Preliminary Working Capital Determination, the Preliminary Cash Determination, the Preliminary Debt Determination and the Preliminary Transaction Expenses Determination, the “Preliminary Closing Statement”), all in accordance with the Accounting Principles; provided, however, that until such time as the calculation of the amounts shown on the Closing Date Working Capital, Closing Date Cash, Closing Date Debt, Closing Date Transaction Expenses and Purchase Price determinations are final and binding on the parties pursuant to this Section 2.5, Buyer and its accountants shall, upon Parent’s reasonable request, make themselves available to discuss with Parent and its accountants during normal business hours at a mutually agreeable time the Preliminary Closing Statement and Parent and its accountants shall be provided copies of, and have access upon reasonable notice at all reasonable times during normal business hours to, subject to Parent’s entrance into a customary confidentiality agreement with Buyer’s accountants (if required thereby), the work papers and supporting records of Buyer and its accountants used in connection with the preparation of the Preliminary Closing Statement.

  • Purchase Price Adjustment (a) As soon as reasonably practicable, following each Closing Date, Purchaser shall prepare, or shall cause to be prepared, a Final Closing Statement for each Target Business Segment that is the subject of such Closing and a certificate of the chief financial officer directly overseeing the Target Companies comprising such Target Business Segment certifying that the Final Closing Statement was prepared in accordance with the Agreed Accounting Principles and engage Deloitte and Touche LLP (or such other registered public accounting firm of international reputation which is mutually acceptable to Parent and Purchaser) (the “Accounting Expert”) to (i) audit the Final Closing Statement and issue a report thereon, and (ii) certify in writing to Parent and Purchaser that such audit was conducted in accordance with the terms hereof, and Purchaser shall cause such report and such certificate to be produced no later than 120 days following each Closing Date. The Accounting Expert shall be provided reasonable access to the books, records and other relevant information of the Target Companies, Purchaser, Parent and their respective Representatives, to the extent necessary to complete its audit of the Final Closing Statement, and Purchaser and Parent shall, and shall cause their Representatives (including the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used in, and reasonably necessary for the preparation of, such Final Closing Statement and in order to respond to inquiries made by the Accounting Expert, and Purchaser shall cause the Subject Companies to prepare and deliver customary management representation letters as may be requested by the Accounting Expert. Parent shall be provided reasonable access to the books, records and other relevant information of the Target Companies, Purchaser, and their respective Representatives (including the working papers of Parent and the Accounting Expert in connection with the preparation and audit of the applicable Final Closing Statement), and Purchaser and Parent shall, and shall cause their Representatives (including the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used in the Final Closing Statement in order to respond to inquiries made by Parent. The Final Closing Statement shall be final and binding and shall be used in determining the Adjustment Amount, absent manifest error. The fees and expenses of the Accounting Expert shall be borne by Parent.

  • Calculation of Purchase Price The bank’s ownership interest in a security will be quantified one of two ways: (i) number of shares or other units, as applicable (in the case of equity securities) or (ii) par value or notational amount, as applicable (in the case of non-equity securities). As a result, the purchase price (except where determined pursuant to clause (ii) of the preceding paragraph) shall be calculated one of two ways, depending on whether or not the security is an equity security: (i) the purchase price for an equity security shall be calculated by multiplying the number of shares or other units by the applicable market price per unit; and (ii) the purchase price for a non-equity security shall be an amount equal to the applicable market price (expressed as a decimal), multiplied by the par value for such security (based on the payment factor most recently widely available). The purchase price also shall include accrued interest as calculated below (see Calculation of Accrued Interest), except to the extent the parties may otherwise expressly agree, pursuant to clause (ii) of the preceding paragraph. If the factor used to determine the par value of any security for purposes of calculating the purchase price, is not for the period in which the Bank Closing Date occurs, then the purchase price for that security shall be subject to adjustment post-closing based on a “cancel and correct” procedure. Under this procedure, after such current factor becomes publicly available, the Receiver will recalculate the purchase price utilizing the current factor and related interest rate, and will notify the Assuming Institution of any difference and of the applicable amount due from one party to the other. Such amount will then be paid as part of the settlement process pursuant to Article VIII.

Time is Money Join Law Insider Premium to draft better contracts faster.