Purchase Price and Additional Purchase Price Sample Clauses

Purchase Price and Additional Purchase Price. Except as provided in the following sentence, in full consideration for the sale, contribution, assignment, transfer, conveyance and granting of the Purchased Assets, and subject to the terms and conditions set forth herein, the Purchaser shall pay (or cause to be paid) (i) to the Seller, or the Seller’s designee, by 10:30 a.m. EST on the Closing Date, the sum of $3,300,000,000, in immediately available funds by wire transfer to the Seller Account (the “Initial Purchase Price”) and (ii) shall pay (or cause to be paid) to the Seller the Excess Royalties (any such amounts, the “Additional Purchase Price,” and collectively with the Initial Purchase Price, the “Purchase Price”). In addition, Purchaser shall also pay to Seller, which amounts shall also constitute “Additional Purchase Price”:
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Purchase Price and Additional Purchase Price. The purchase price for the Shares and the Additional Shares shall be cash in the amount of $9.00 per share. At the Closing, the Purchaser shall pay an aggregate amount equal to the sum of (i) $9.00 multiplied by the total number of Shares being sold by the Principal Stockholders as set forth on the signature pages to this Agreement (the "Purchase Price") and (ii) $9.00 multiplied by the number of Additional Shares being sold by the Other Stockholders as set forth on the signature pages to this Agreement (the "Additional Purchase Price" and, together with the Purchase Price, the "Aggregate Purchase Price"), in each case, by wire transfer of immediately available funds to accounts designated by Willxxx X. Xxxxxxx (xxe "Stockholder Representative") or, if applicable, the stockholder representatives designated by the Other Stockholders pursuant to Section 3.9, in writing no later than two business days prior to the Closing Date. The provisions of Sections 1.1 and 1.2 notwithstanding, The 1818 Mezzanine Fund, L. P. shall be entitled to transfer the warrants held by it to the Purchaser, rather than the Additional Shares underlying the warrants, for the Additional Purchase Price per share for which the warrants are exercisable less the $.01 per Additional Share exercise price and, in such event, the representations and warranties made by The 1818 Mezzanine Fund, L. P. shall apply to the warrants and the shares of Class A Common Stock issuable upon exercise thereunder (assuming the Purchaser were to exercise the warrants immediately following the Closing). The Purchaser shall convert any warrants acquired pursuant to the foregoing sentence into Class A Common Stock on or promptly after the Closing Date.
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Purchase Price and Additional Purchase Price. 14 Section 3.01. Purchase Price 14 Section 3.02. Fair Consideration 15 Section 3.03. Transfer Taxes 15
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Purchase Price and Additional Purchase Price. 1.2.1 The purchase price (the "Purchase Price") for the Purchased Stock is $__________ in cash, subject to adjustment as set forth in Section 1.2.2 below. 1.2.2 Additionally, the Purchaser shall pay the Seller a royalty of five percent (5%) (the "Additional Purchase Price") of the Purchaser's sales of fly ash generated at the Colstrip facility should the ash generated at that facility become marketable. The royalty will be calculated using the F.O.B. plant price, less any processing costs incurred by the Purchaser and less any payments made by the Purchaser to the utility, and will be paid for a period of five (5) years from the date on which such sales begin. 1.2.3 The Purchase Price will increase dollar for dollar equal to the amount of increase in the Company's net book value (the "Net Book Value") (defined as total assets less liabilities) during the period ___________ to the Closing Date . To determine whether an adjustment is appropriate, Sellers shall (within thirty days of the Closing Date) provide the Purchaser with financial statements of the Company indicating the Net Book Value as of the Closing Date (the "Sellers' Calculation"). If Purchaser (within thirty days of receiving the Sellers' Calculation") disagrees with the Sellers' Calculation, then Purchaser will promptly engage an independent accounting firm to review the financial condition of the Company as of the Closing in accordance with GAAP, on a basis consistent with the Financial Statements. Within forty-five (45) days after the matter is referred to the accounting firm, the accounting firm will prepare and deliver a report to all parties which will detail whether a Purchase Price adjustment is necessary. The report will be final and binding on both parties, absent fraud or clear error.
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Purchase Price and Additional Purchase Price. The consideration to be paid by Buyer for the Membership Interests (the “Purchase Price”) is described in Schedule 1.1(a). The consideration to be paid by Buyer for the Additional Membership Interests (the “Additional Purchase Price”) is described in Schedule 1.1(b) The Purchase Price and the Additional Purchase Price shall be made in cash (U.S. Dollars) via wire transfer, or in the alternative, such other payment method as agreed to by the Buyer and Seller.
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Related to Purchase Price and Additional 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.

  • 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.

  • Purchase Price (a) In consideration for the Shares, at the Closing: (i) the Buyer will pay to the Sellers at Closing an aggregate amount equal to (x) Three Million Dollars ($3,000,000), less (y) the sum of (A) any Extension Fee paid pursuant to the Collaboration Agreement and (B) the amount of any liabilities identified on Exhibit 2.2(a) and any other Company GAAP Liabilities (to the extent not paid by the Company prior to the Closing Date), by wire transfer of immediately available funds to the Sellers (the difference of (x) minus (y), the “Net Closing Payment”); (ii) the Buyer will pay the amount of liabilities specified on Exhibit 2.2(a) to such account or accounts specified by the Company for immediate distribution in payment of the liabilities set forth on Exhibit 2.2(a); provided, however, that in no event shall the amounts payable under this Section 2(a)(ii) exceed an amount equal to Three Million Dollars ($3,000,000) minus the Company GAAP Liabilities that are not specified on Exhibit 2.2(a); and (iii) the then outstanding amount of the [***] Loan shall be reduced to zero, ((i), (ii) and (iii) collectively, the”Closing Consideration”) 5 Confidential material which has been omitted and filed separately with the Securities and Exchange Commission. #32620513 v1 (i) The Buyer shall pay to [***] in his capacity as Seller Representative for further distribution to the Sellers at the Closing, the Net Closing Payment, by wire transfer of immediately available funds to the accounts in the United States specified by [***]6 in writing to the Buyer at least three (3) Business Days prior to the Closing. (c) In the event any Company GAAP Liabilities are identified within two (2) years after Closing that were not deducted from the Net Closing Payment as required by Section 2.2(a), Sellers shall reimburse Buyer for each and every such Company GAAP Liability within five (5) Business Days after receiving the Buyer’s written demand therefor. Subject to Section7.4(d), the foregoing does not limit or modify the indemnification obligations in Article 7.

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

  • 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.

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

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

  • 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.

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

  • 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.

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