Purchase Price Calculation Sample Clauses

Purchase Price Calculation. The “Purchase Price” to be paid to each Originator on any Payment Date (as defined below) in accordance with the terms of Article III for the Receivables and the Related Rights that are purchased hereunder from such Originator shall be determined in accordance with the following formula: PP = OB x FMVD where: PP = Purchase Price for each Receivable as calculated on the relevant Payment Date. OB = The Outstanding Balance of such Receivable on the relevant Payment Date. FMVD = Fair Market Value Discount, as measured on such Payment Date, which is equal to the sum of (a) the discount rate to be determined by the Buyer and Seller from time to time to account for credit risk and profit margin and (b) the quotient (expressed as a percentage) of (i) one, divided by (ii) the sum of (A) one, plus (B) the product of (1) the Prime Rate on such Payment Date, times (2) a fraction, the numerator of which is the Days’ Sales Outstanding (calculated as of the last day of the Fiscal Month immediately preceding such Payment Date) and the denominator of which is 365 or 366, as applicable.

Purchase Price Calculation. At least thirty (30) days prior to the Closing Date, Seller shall submit to Buyer a detailed calculation setting forth the Purchase Price, as the same may have been adjusted pursuant to Change Orders, if any, together with supporting documents used by Seller in calculating the Purchase Price, including an allocation of the Purchase Price not yet paid and such other documents reasonably requested by Buyer to support the calculation. At least fifteen (15) days prior to Closing Buyer shall notify Seller of any disputed amounts included in Seller’s calculation of the Purchase Price. Within five (5) days prior to Closing Seller shall (a) notify Buyer of any disputes Seller may have regarding Buyer’s challenges to amounts, and (b) provide a revised calculation with supporting documents showing agreed changes to the initial calculation statement. Any disputes remaining after such exchange shall be submitted for dispute resolution as set forth in article 32 (“Claims, Claim Notice and Dispute Resolution”).‌

Purchase Price Calculation. 10.2.1 No later than forty-five (45) Business Days after the Closing Date, the Buyer shall send a draft Purchase Price Calculation to the Majority Sellers’ Representatives consisting of a calculation accompanied by relevant documentation of (i) the Enterprise Value; (ii) the Final Net Debt; (iii) the Final Net Working Capital; (iv) the Adjustment Amount; and (v) the Purchase Price in accordance with clause 5. 1. The Buyer must procure that the Company makes available all necessary and reasonable information and employees to enable the Majority Sellers’ Representative to assess the Buyer’s Purchase Price Calculation. For the avoidance of doubt, no adjustment shall be made to the Purchase Price, if the Final Net Working Capital falls within the Lower Net Working Capital Target or the Upper Net Working Capital Target. 10.2.2 If the Majority Sellers’ Representatives agrees to the draft Purchase Price Calculation, it will be final and binding on the Parties. 10.2.3 If the Majority Sellers’ Representatives disagree with the draft Purchase Price Calculation, the Majority Sellers’ Representatives must on behalf of the Majority Sellers give Notice of an Objection to the Buyer no later than 15 Business Days after receipt of the draft Purchase Price Calculation. To be legally effective, the Objection must contain a detailed description of the Disputed Matters and refer to the provisions of the Agreement that the Majority Sellers’ Representatives invokes in support of its position, including the amount (or estimated amount) involved by the Objection. Otherwise, the Purchase Price Calculation will be final and binding on the Parties. 10.2.4 If the Majority Sellers’ Representatives give a valid Notice of an Objection in accordance with clause 10.2.3, the Parties must attempt to reach an agreement on the Disputed Matters no later than fifteen (15) Business Days after the Buyer’s receipt of the Objection. If the Parties are unable to reach an agreement within this time limit, either Party may demand that the Disputed Matters are referred to the Expert. (a) The Expert will decide on the Disputed Matters in accordance with the Agreement and the Accounting Principles and will revise the draft Purchase Price Calculation to the extent that the Expert’s decision on the Disputed Matters deviates from the draft Purchase Price Calculation. If the decision of the Disputed Matters depends on an accounting estimate, the Expert must make an independent estimate on the basis of what he...

Purchase Price Calculation. (a) Not less than five (5) Business Days prior to the anticipated Initial Closing Date, LivaNova shall deliver to Purchaser a written statement (the “Estimate Report”), certified on behalf of LivaNova by its Chief Financial Officer, setting forth (i) LivaNova’s good faith calculation in reasonable detail of its estimates of Net Working Capital, Transferred Subsidiary Cash, Transferred Subsidiary Debt, 2017 EBITDA and the Adjustment Amount (“Estimated Adjustment Amount”), which estimates shall (absent manifest error) be used to determine the Purchase Price to be paid to LivaNova at the Initial Closing and (ii) reasonably detailed documentation supporting the basis of all such calculations described in the foregoing clause (i). During the period of five (5) Business Days prior to the Initial Closing Date, LivaNova shall consider in good faith any comments made by Purchaser to the Estimate Report and will make any revisions to the Estimate Report that are agreed between LivaNova and Purchaser. (b) At the Initial Closing, Purchaser shall deliver (i) to LivaNova, payment, by wire transfer of immediately available funds to one or more accounts designated in writing by LivaNova (such designation to be made at least two (2) Business Days prior to the Initial Closing Date), of an aggregate amount equal to the Purchase Price (calculated using the Estimated Adjustment Amount, the “Initial Closing Date Payment”), and (ii) to Sellers, as applicable, (w) a duly executed counterpart to each of the Local Transfer Agreements, (x) a duly executed counterpart to the Transition Services Agreement, (y) a duly executed counterpart to the Trademark License Agreement and (z) a duly executed counterpart to each of the Saluggia Leases.

Purchase Price Calculation. The aggregate purchase price for the Company Shares (the “Purchase Price”) will, subject to Sections 2.2(d) and 2.3 hereof, be as follows: (i) the GAAP book value of the Company as of the Closing Date after giving effect to the WC Reinsurance Transaction and disregarding any reserves for CIE Claims (the “Book Value”), minus (ii) DTAs of the Company (net of the DTLs of the Company), minus (iii) Deferred Policy Acquisition Costs, plus (iii) $2,000,000, plus (iv) any WC Renewal Rights Proceeds (in each case, as adjusted post closing pursuant to Sections 2.2(d) and 2.3). For purposes hereof, the Purchase Price calculation will be determined in accordance with GAAP consistently applied and in a manner consistent with the example calculation (prepared based on the Company's preliminary unaudited consolidated balance sheet contained in its GAAP Financial Statement as of September 30, 2012 provided to Buyer on October 23, 2012) attached hereto as Exhibit C (the “Purchase Price Calculation and Payment Methodology”).

Purchase Price Calculation. Subject to the adjustment described in Section 2.2(E) of this Agreement, the Purchase Price for the Purchased Assets will be the principal balance of the Receivables as of the close of business on the business day immediately preceding the Initial Closing Date plus all accrued but unpaid interest, without premium or discount but net of all deferred taxes and net of all reserves established by Seller for uncollectible Purchased Assets, which reserve shall be reasonably acceptable to Purchaser as of the Initial Closing Date. Subject to the adjustment described in Section 2.2(E) of this Agreement, for all Subsequent Assets, the Purchase Price shall equal the unpaid principal balance of the Future Receivables as of the relevant Subsequent Closing Date plus all accrued but unpaid interest, without premium or discount.

Purchase Price Calculation. If the volume weighted average closing price plus premium is below $22.87 per share, then the following calculation will apply:

Purchase Price Calculation. The “Purchase Price” to be paid to each Originator on any Payment Date in accordance with the terms of Article III for the Receivables and the Related Rights that are purchased hereunder from such Originator shall be determined in accordance with the following formula: PP = OB x FMVD where: PP = Purchase Price for each Receivable as calculated on the relevant Payment Date. OB = The Outstanding Balance of such Receivable on the relevant Payment Date. FMVD = Fair Market Value Discount, as measured on such Payment Date, which is equal to the quotient (expressed as a percentage) of (a) one, divided by (b) the sum of (i) one, plus (ii) the product of (A) the Prime Rate on such Payment Date, times (B) a fraction, the numerator of which is the Days’ Sales Outstanding (calculated as of the last day of the Fiscal Month immediately preceding such Payment Date) and the denominator of which is 365 or 366, as applicable.

Purchase Price Calculation. The Company shall deliver to the Seller a statement reasonably acceptable to the Seller that includes detailed calculations of each of the Acquisition Expenses, the Debt and Liabilities Payment and the Distribution.