Purchase Price Calculation Sample Clauses

Purchase Price Calculation. The “Purchase Price” to be paid to Seller on any Payment Date in accordance with the terms of Article III for the Receivables and the Related Rights that are purchased hereunder from Seller 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 (x) the discount rate to be determined by the Buyer and Seller from time to time to account for credit risk and profit margin and (y) 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 calendar 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. (a) Notwithstanding anything to the contrary contained in this Agreement, from the date of this Agreement through the Closing Date, the Seller shall afford to the Purchaser, its independent auditors and other Representatives complete access of any type whatsoever to the personnel, properties, books and records of the Business and to customers and suppliers to the extent necessary or relevant to the calculations of Final Assumed Indebtedness, Final Working Capital and Transaction Expenses to be made pursuant to this Article I. (b) In furtherance of the foregoing, the Seller shall provide the Purchaser with a calculation (including reasonably detailed supporting documentation) of the Working Capital and Indebtedness of the Transferred Entities on a weekly basis (and then on a daily basis in the seven days preceding the Closing) from and after the date of this Agreement. The Chief Financial Officers of the Seller and the Purchaser shall confer regularly with respect to such calculations and the Chief Financial Officer of the Seller shall respond promptly and in a reasonably detailed manner with such supporting documentation as may be requested in good faith by the Chief Financial Officer of the Purchaser to any questions asked by or clarifications sought by the Chief Financial Officer of the Purchaser with respect to the foregoing.

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. Purchaser shall provide Sellers with a calculation of the Base Purchase Price at least four (4) Business Days prior to the Auction.

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. The consideration to be paid to Sellers for the Shares, subject to terms and conditions of this Agreement, shall consist of the following (collectively, the “Purchase Price”): (a) The Initial Cash Payment; plus (b) The Earn-Out Payments. Notwithstanding any language to the contrary contained in this Agreement, in no event shall the Purchase Price exceed $7,113,081 in the aggregate, subject to adjustment based on the values to be determined at or prior to Closing in accordance with items (b) and (c) in Schedule 1.2.2 (the “Maximum Purchase Price”).

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.