Provisional Purchase Price Sample Clauses

Provisional Purchase Price. In the event that the Net Working Capital as of the close of business on the business day immediately prior to the Closing Date (the “Closing Net Working Capital”) shall be less than the Minimum Target Net Working Capital, then the Purchase Price shall be decreased dollar-for-dollar by the amount of such difference. In the event that the Closing Net Working Capital shall be greater than the Maximum Target Net Working Capital, then the Purchase Price shall be increased dollar-for-dollar by the amount of such difference. Any such downward or upward adjustment shall be referred to as herein as the “Net Working Capital Adjustment.” “Net Working Capital” shall be determined by subtracting current liabilities to be assumed by Buyer (consisting of accounts payable, accrued expenses, provisions for taxes, operating lines of credit, short term notes payable relating to operating expenses but excludes all debt related to capital assets), if any, from current assets to be acquired by Buyer (consisting of cash and cash equivalents, accounts receivable, notes receivable, advances to drivers, inventory and pre-paid expenses). Not more than six and not less than three business days prior to the Closing, Sellers shall prepare and deliver to Buyer a pro forma statement (the “Sellers’ Pre-Closing Statement”) setting forth Sellers’ proposed pro forma determination of the provisional Net Working Capital Adjustment as of Closing. Sellers’ Pre-Closing Statement shall be accompanied by the appropriate documentation setting forth Sellers’ pro forma determination and calculation of the provisional Net Working Capital Adjustment and supporting schedules setting forth in reasonable detail all assets and liabilities included therein for determination of the provisional Net Working Capital Adjustment. The accounting principles and policies used in the preparation of Sellers’ Pre-Closing Statement shall be consistent with the terms and conditions of this Agreement and GAAP, other than with respect to the recording of the Company’s deferred tax liability. Buyer shall have the right to challenge the calculations set forth in, or the content of, Sellers’ Pre-Closing Statement if Buyer believes in good faith that any calculations or content is in error. Buyer and Sellers’ Representative shall, in good faith, attempt to resolve any dispute with respect to Sellers’ Pre-Closing Statement prior to the Closing Date. If such dispute is not resolved at or prior to the Closing, the Closing shall p...
Sample 1
Provisional Purchase Price. In consideration for the Shares, the Buyer shall pay the amount of NOK 2,150 million, (the “Provisional Purchase Price”) an amount which is based upon the projected reference balance sheets of the subsidiaries as of 31.12.2007 attached to the Frame Agreement (the “Reference Balance Sheets”). The Provisional Purchase Price shall be adjusted pursuant to Clause 3.2 below.
Sample 1
Provisional Purchase Price. (a) No later than ten (10) Business Days prior to the Agreed Completion Date, the Sellers’ Agents, acting reasonably and in good faith, shall deliver to the Purchaser a written statement signed by the Sellers’ Agent (the “Pre-Closing Notice”) setting out their reasonable good faith estimate of: (i) the Cash of the Company at Completion (the “Estimated Cash”); (ii) the Financial Debt of the Company at Completion (the “Estimated Financial Debt”); (iii) the Working Capital of the Company at Completion (the “Estimated Working Capital”); established, in accordance with the Accounting Methodology and consistent with past practices and with the assistance of the Sellers’ Accounting Firm, in the format set forth in Schedule 3.2, together with all supporting details of how the estimated amounts were calculated. The Pre-Closing Notice shall also indicate the provisional Purchase Price, based on the amounts above (the “Provisional Purchase Price”) and shall be equal to 120,000,000 (one hundred and twenty million) euros (the “Enterprise Value”): (i) minus the Estimated Financial Debt; (ii) plus the Estimated Cash; and (iii) plus the amount of any excess of the Estimated Working Capital above the Working Capital Target Ceiling; or (iv) minus the amount of any shortfall of the Estimated Working Capital below the Working Capital Target Floor. For avoidance of doubt, if the Estimated Working Capital is equal to an amount between the Working Capital Target Floor and Working Capital Target Ceiling, inclusive, there will be no adjustment to Purchase Price.
Sample 1
Provisional Purchase Price. The Provisional Purchase Price for the CAS Non-Profit Rights shall be as set forth on Schedule 1 attached hereto as may be adjusted from time to time by mutual written agreement of the Parties pursuant to good faith arm’s length negotiations. The Parties may, upon mutual consent, upwardly adjust the Provisional Purchase Price based on one or more credible third party valuation opinions reasonably acceptable to CAS (“Final Purchase Price”).
Sample 1
Provisional Purchase Price. At the Closing, as payment of a "Provisional Purchase Price," Buyer shall deliver to Seller, by wire transfer of immediately available funds to such bank account(s) as Seller shall designate in writing to Buyer the sum of (a) that portion of the Purchase Price set forth in Section 2.2(a) hereof; plus (b) Seven Million Dollars ($7,000,000).
Sample 1
Provisional Purchase Price. On Completion the Buyer must pay to the Seller by Confirmed Electronic Transfer to the Seller's Account an amount equal to the Provisional Purchase Price.
Sample 1

Related to Provisional Purchase Price

  • 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.

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

  • Initial Purchase Price (a) Seller acknowledges that Purchaser prior to this date made a deposit of $250,000 toward the Initial Purchase Price (the “Deposit”), which amount has been received in full by Seller. (b) In full consideration for the Purchased Assets, assumption of Assumed Liabilities as of the Closing Date, and for the other promises and covenants contained herein and in the other agreements to be delivered by Seller hereunder, subject to adjustment as provided in Sections 3.2 and 3.4, at the Closing, Purchaser shall pay to Seller an aggregate principal purchase amount of $5,000,000 (the “Initial Purchase Price”), of which $2,000,000 shall be paid in cash (the “Cash Consideration”) and the remaining $3,000,000 of which shall be paid pursuant to the initial principal amount of the Convertible Note. The amount of cash to be paid to Seller at closing (the “Closing Date Payment”) will equal the Cash Consideration minus (i) the Specified Seller Liabilities; minus (ii) the aggregate amount of the Creditor Payments; minus (iii) the Deposit; and plus or minus, as the case may be, (iv) the Initial Working Capital Adjustment. (c) Not less than five (5) days prior to the Closing Date, Seller shall obtain from each obligee to the Debt of Seller, including any secured party set forth on Schedule 5.10(b), and any creditor of Seller to receive funds at Closing from Seller, a payoff letter and/or lien release letter (the “Payoff Letters”). To the extent applicable, such letter shall include (A) the total obligation owing by Seller to such creditor as of the Closing Date, (B) the total amount of Debt (including all principal, interest, premium, prepayment penalties, and other fees owing on such amounts) owed by Seller to such obligee as of the date of the letter and a per diem amount through the Closing Date, (C) payment instructions for wire transfer of such amount on the Closing Date, and (D) if applicable, confirmation that the obligee shall terminate any lien filings relating to such Debt of Seller upon payment of the amount specified in such letter.

  • 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.

  • 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.

  • 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.

  • Payment of Receivables Purchase Price In consideration of the sale of the Receivables from the Seller to the Purchaser as provided in Section 2.1, on the Closing Date the Purchaser shall have paid to the Seller the Receivables Purchase Price.

  • Receivables Purchase Price On the Closing Date, the Purchaser shall deliver to the Seller the Receivables Purchase Price, as provided in Section 2.1(b).

  • Optional Purchase (a) On any Distribution Date on which the sum of the Class A Note Balance plus the Class B Note Balance plus the Class C Note Balance has been or will, after giving effect to the application of Available Funds on such Distribution Date, be less than or equal to 10% of the sum of the initial Class A Note Balance plus the initial Class B Note Balance plus the initial Class C Note Balance, the Servicer shall have the option, upon no less than twenty (20) days prior written notice prior (or such lesser number of days permissible by the Clearing Agency and reasonably acceptable to the Indenture Trustee) to the related Distribution Date to the Issuer, the Trust Collateral Agent, the Owner Trustee, the Indenture Trustee and the Rating Agencies, to reacquire the Trust Property, other than the Trust Accounts. The Indenture Trustee shall provide notice of the Optional Purchase to the Noteholders within 5 Business Days of its receipt of the Servicer’s notice. To exercise such option, the Servicer shall deposit pursuant to Section 5.04 in the Collection Account an amount equal to: (x) the aggregate Purchase Amount for the Loans, plus (y) the fair market value of any other property held by the Trust (other than the Trust Accounts), plus (z) sufficient funds to pay interest on the Notes through the date of redemption after giving effect to the application of Available Funds on such date. Notwithstanding the foregoing, the Servicer shall not exercise such option unless the purchase price paid by the Servicer and other funds held by the Issuer are sufficient to pay the full amount of principal and interest due and payable on each class of the Notes, and all amounts due and payable to the Indenture Trustee, the Trust Collateral Agent, the Backup Servicer and the Owner Trustee under the Basic Documents. Upon such deposit the Servicer shall succeed to all interests in and to the Trust (other than the Trust Accounts). (b) Notice of any termination of the Trust shall be given by the Servicer to the Board of Trustees, the Owner Trustee, the Indenture Trustee, the Trust Collateral Agent, the Certificate Registrar and the Rating Agencies as soon as practicable after the Servicer has received notice of the occurrence of an event of termination under Section 9.1(a) of the Trust Agreement.