Purchase Price; Closing Deliverables Sample Clauses

Purchase Price; Closing Deliverables. Notwithstanding anything to the contrary in the Purchase Agreement: a. prior to the Initial Closing Date, the Seller, the Purchaser and Fidelity National Title Insurance Company (the “Escrow Agent”) shall enter into an Escrow Agreement substantially in the form attached hereto as Annex C (the “Escrow Agreement”) with respect to the Closing Amount (as defined below) and the documents required to be delivered by the Parties on the Initial Closing Date (the “Closing Deliverables”);
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Purchase Price; Closing Deliverables. (a) On the terms and subject to the conditions set forth in this Agreement, Purchaser agrees to deliver the amounts set forth in this Section 1.3(a) (collectively, the “Purchase Price”). The Purchase Price shall be subject to adjustment after Closing in accordance with Section 1.4. The Purchase Price shall be payable as follows:
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Purchase Price; Closing Deliverables. (a) The aggregate purchase price to be paid by Buyer for the Purchased Shares shall be equal to the Closing CEBARRA Purchase Price, plus the Closing CELSEPAR Purchase Price, regardless of whether Buyer acquires the DC Energia Shares as a result of the DC Energia Corporate Reorganization having been consummated on or before the Limit Date in accordance with the DC Energia Reorganization. As used herein: (i) “Closing CEBARRA Purchase Price” means (A) the Base CEBARRA Purchase Price, plus (B) the Additional CEBARRA Equity Amount, if any, minus (C) the CEBARRA Leakage Amount, if any, plus (D) the applicable Closing Interest; (ii) “Closing CELSEPAR Purchase Price” means (A) the Base CELSEPAR Purchase Price, plus (B) the Additional CELSEPAR Equity Amount, if any, minus (C) the CELSEPAR Leakage Amount, if any, minus (D) the Closing Debt Payment, minus (E) the Closing EPC Payment, plus (F) the applicable Closing Interest, minus (G) the Consent Fees and Expenses, if any, minus (H) the CELSEPAR Credit Agreement Amortization Payments, if any, minus (I) the EPC Payment Agreement Payments, if any; and (iii) “Closing Interest” means, with respect to the Closing CEBARRA Purchase Price and the Closing CELSEPAR Purchase Price, as applicable, an aggregate amount equal to (x) the interest accrued on the Base CEBARRA Purchase Price or the Base CELSEPAR Purchase Price, as applicable, at a rate equal to the CDI Index on the Closing Date, plus 1.00% (the “Closing Interest Rate”) per annum computed on the basis of a two hundred and fifty two (252) business days year and the actual number of days elapsed from (but not including) the Lockbox Date and to (and including) the Closing Date, plus (y) the interest accrued on the applicable Additional Equity Amount at a rate equal to the Closing Interest Rate per annum computed on the basis of a two hundred and fifty two (252) business days year and the actual number of days elapsed from (but not including) the date each such Additional Equity Amounts are contributed to the applicable Company by Sellers (or in the case of the Additional Cebarra Equity Amount, by Sellers or NFE Power Brasil 2
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Purchase Price; Closing Deliverables. (a) On the terms and subject to the conditions set forth in this Agreement, Purchaser agrees to deliver the amounts set forth in this Section 1.3(a) (collectively, the “Stock Consideration"). The Stock Consideration shall be subject to adjustment after Closing in accordance with Section 1.4. The Stock Consideration shall be payable as follows:
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Purchase Price; Closing Deliverables. Section 3.01 Purchase Price 8 Section 3.02 Payments at Closing 8 Section 3.03 Certain Closing Deliverables 8 Section 3.04 Allocation of the Purchase Price 9
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Related to Purchase Price; Closing Deliverables

  • Purchase Price Closing (a) The total amount which the buying party shall pay the selling party in a purchase shall be the amount that the selling party would have received if the Company (i) sold the Property for an amount equal to the Buy-Sell Stated Value, (ii) satisfied the indebtedness of the Company specifically referred to in subsection (b) below (and no other liabilities) out of the sale proceeds and (iii) distributed the remaining balance to Administrative Agent and PACOP in accordance with their respective percentage ownership interests in the Company (i.e., 51%, in the case of PACOP, and up to 49%, in the case of Administrative Agent).

  • Seller’s Closing Deliverables At or prior to the Closing, Seller shall deliver, or cause to be delivered, to Buyer each of the following:

  • Post-Closing Deliverables On or before the Closing Date, the applicable Seller shall deliver to Buyer the following:

  • Seller Closing Deliverables At the Closing, Seller shall deliver or cause to be delivered to Buyer:

  • Purchaser Closing Deliveries At the Closing, Purchaser shall deliver, or cause to be delivered, the following:

  • Closing Deliverables (a) At the Closing, Seller shall deliver to Buyer the following:

  • Pre-Closing Deliveries At least five (5) Business Days prior to the Closing Date, the Company shall prepare and deliver to Buyer (a) a written statement (the “Estimated Closing Statement”) setting forth in reasonable detail (i) the Company’s good faith estimate of the Closing Cash Amount (the “Estimated Closing Cash Amount”) and the Closing Debt Amount (the “Estimated Closing Debt Amount”), (ii) the Company’s good faith estimate of the Closing Net Working Capital (the “Estimated Closing Net Working Capital”), (iii) the Company’s good faith estimate of the Closing Transaction Expenses (the “Estimated Closing Transaction Expenses”) and (iv) the Company’s good faith estimates of the Initial Merger Consideration, the UAR Payment Amount, the Per Interest Payment Amount (the “Estimated Per Interest Payment Amount”) and the Closing Date Company Unit Consideration; and (b) the Company’s good faith draft of the Distribution Waterfall, which shall be prepared in accordance with the Company LLC Agreement and the UAR Plans. The Estimated Closing Statement shall be prepared in accordance with this Agreement and include reasonable supporting detail of each of the calculations contained therein. Prior to the Closing, and following the delivery of the Estimated Closing Statement by the Company to Buyer, the Company shall consider in good faith any comments to the Estimated Closing Statement reasonably proposed by Buyer and may, in its sole discretion, determine whether to reflect any or all of such comments therein; provided that the Closing shall not be delayed in respect of any such comments proposed by Buyer and in no event shall the proposal of such comments or the delivery of such Estimated Closing Statement be deemed to constitute the agreement of Buyer as to any of the estimated amounts set forth in such Estimated Closing Statement, and in no way shall the delivery of the Estimated Closing Statement or the consummation of the Closing be construed as a waiver by Buyer of its rights under Section 3.6. Notwithstanding anything to the contrary herein, the parties acknowledge and agree, and each Pre-Closing Holder shall acknowledge and agree in such Pre-Closing Holder’s Letter of Transmittal, if applicable, that Buyer shall be entitled to rely on the Company’s calculation of the Closing Date Company Unit Consideration, the Distribution Waterfall and the Estimated Per Interest Payment Amount or UAR Payment Amount payable with respect to each Pre-Closing Holder set forth in the Estimated Closing Statement, as setting forth a true, complete and accurate listing of all items set forth therein and a true, complete and accurate calculation of the amounts to which such Pre-Closing Holders are entitled pursuant to the Company LLC Agreement and the UAR Plans, as in effect as of immediately prior to the Effective Time, in connection with the transactions contemplated by this Agreement, and in no event shall Buyer or any of its Affiliates (including, following the Closing, the Surviving Company and its Subsidiaries) have any liability to the Pre-Closing Holders or to any other Person for the calculation or allocation of any item or amount set forth therein.

  • Closing Closing Deliveries (a) The consummation of the transactions contemplated by this Agreement (the “Closing”) will take place on the Closing Date

  • Buyer Closing Deliveries At the Closing, Buyer shall deliver or cause to be delivered the following:

  • Purchaser’s Closing Deliveries At the Closing, the Purchaser shall deliver or cause to be delivered to the Vendor the following documents and payments:

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