Purchase Price Decrease Sample Clauses

Purchase Price Decrease. The Seller may effectuate a Purchase Price Decrease on any Business Day by delivery to the Agent in immediately available funds of an amount specified by the Seller as a Purchase Price Decrease on that Business Day. No Purchased Loans shall be, or be deemed to be, repurchased in connection with a Purchase Price Decrease.
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Purchase Price Decrease. The Seller may at any time and from time to time, request a Purchase Price Decrease by notice to the Administrative Agent no less than one Business Day prior to the date that the Seller intends to effectuate such Purchase Price Decrease, specifying the date of the Purchase Price Decrease (the “Purchase Price Decrease Date”). The Purchase Price Decrease amount shall be due and payable in immediately available funds on the Purchase Price Decrease date specified therein. Each Purchase Price Decrease must be in an amount not less than $1,000,000. No Purchased Loans shall be, or be deemed to be, repurchased in connection with a Purchase Price Decrease, unless requested in writing pursuant to Section 6.1(b).
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Purchase Price Decrease. The Seller may effectuate a Purchase Price Decrease on any Business Day by delivery to the Agent in immediately available funds (for Pro Rata distribution to the Buyers) of an amount specified by the Seller as a Purchase Price Decrease on that Business Day. No Purchased Loans shall be, or be deemed to be, repurchased in connection with a Purchase Price Decrease. For the avoidance of doubt, following any such Purchase Price Decrease, on any Business Day Seller may request that the Purchase Price of any such Purchased Loan be increased up to the full amount of the Purchase Price available for such Purchased Loan on such Business Day, for any such Mortgage Loan which is the subject of Purchase Price Decrease but remains an Eligible Loan. 3.4.
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Purchase Price Decrease. Section 3.4(c) of the Master Repurchase Agreement is amended and restated in its entirety as follows:
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Purchase Price Decrease. The Seller may repurchase Purchased Mortgage Loans without penalty or premium, subject to the last sentence of this Section 3(d)(i), on any date. The Repurchase Price payable for the repurchase of any such Purchased Mortgage Loan shall be reduced as provided in Section 5(d). If the Seller intends to make such a repurchase, the Seller shall give one (1) Business Day's prior written notice thereof to the Buyer, designating the Purchased Mortgage Loans to be repurchased. If such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, and, on receipt, such amount shall be applied to the Repurchase Price for the designated Purchased Mortgage Loans. If any Purchased Mortgage Loan is repurchased on any date other than the Reset Date for such Transaction, the Seller shall pay to the Buyer any amount required to compensate such Buyer for any additional losses, costs or expenses which it may reasonably incur as a result of such repurchase, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the Buyer to fund or maintain such Transaction.
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Purchase Price Decrease by sending a notice to the Buyer at least one (1) Business Day prior to the date that the Seller intends to effectuate such Purchase Price Decrease, specifying the Purchase Price Decrease Date (a "Purchase Price Decrease Date") of such decrease (a "Purchase Price Decrease Notice"). The Purchase Price Decrease amount shall be due and payable in cash on the Purchase Price Decrease Date specified therein. If a Purchase Price Decrease Notice is given, such Purchase Price Decrease Notice shall be revocable at any time prior to 12:00 noon (New York City time) on the Business Day preceding the requested Purchase Price Decrease Date by delivery of written notice thereof to the Buyer. Notwithstanding the foregoing, any Purchase Price Decrease must be in an amount not less than $1,000,000. On the Repurchase Date, termination of the Transaction will be effected by reassignment to the Seller or its designee of the Purchased Mortgage Loans (and any Income in respect thereof received by Buyer not previously credited or transferred to, or applied to the obligations of, the Seller pursuant to Section 5) against the simultaneous transfer of the Repurchase Price to an account of Buyer. The Seller is obligated to obtain the Mortgage Files from Buyer or its designee at the Seller's expense on the Repurchase Date.
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Purchase Price Decrease. Sellers may at any time, and from time to time, request a decrease in Purchase Price (a “Purchase Price Decrease”) by sending a notice to the Buyer at least one (1) Business Day prior to the date that the applicable Seller intends to effectuate such Purchase Price Decrease, specifying the date of the Purchase Price Decrease (a “Purchase Price Decrease Date”). The Purchase Price Decrease amount shall be due and payable in cash on the Purchase Price Decrease Date specified therein. Notwithstanding the foregoing, any Purchase Price Decrease must be in an amount not less than $1,000,000.
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Related to Purchase Price Decrease

  • Purchase Price Adjustment (a) As soon as reasonably practicable, following each Closing Date, Purchaser shall prepare, or shall cause to be prepared, a Final Closing Statement for each Target Business Segment that is the subject of such Closing and a certificate of the chief financial officer directly overseeing the Target Companies comprising such Target Business Segment certifying that the Final Closing Statement was prepared in accordance with the Agreed Accounting Principles and engage Deloitte and Touche LLP (or such other registered public accounting firm of international reputation which is mutually acceptable to Parent and Purchaser) (the “Accounting Expert”) to (i) audit the Final Closing Statement and issue a report thereon, and (ii) certify in writing to Parent and Purchaser that such audit was conducted in accordance with the terms hereof, and Purchaser shall cause such report and such certificate to be produced no later than 120 days following each Closing Date. The Accounting Expert shall be provided reasonable access to the books, records and other relevant information of the Target Companies, Purchaser, Parent and their respective Representatives, to the extent necessary to complete its audit of the Final Closing Statement, and Purchaser and Parent shall, and shall cause their Representatives (including the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used in, and reasonably necessary for the preparation of, such Final Closing Statement and in order to respond to inquiries made by the Accounting Expert, and Purchaser shall cause the Subject Companies to prepare and deliver customary management representation letters as may be requested by the Accounting Expert. Parent shall be provided reasonable access to the books, records and other relevant information of the Target Companies, Purchaser, and their respective Representatives (including the working papers of Parent and the Accounting Expert in connection with the preparation and audit of the applicable Final Closing Statement), and Purchaser and Parent shall, and shall cause their Representatives (including the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used in the Final Closing Statement in order to respond to inquiries made by Parent. The Final Closing Statement shall be final and binding and shall be used in determining the Adjustment Amount, absent manifest error. The fees and expenses of the Accounting Expert shall be borne by Parent.

  • Purchase Price Adjustments Ernst & Young, LLP shall within seventy-five (75) days of the Closing Date conduct an audit of the Company and the Partnership to ensure that the Company and the Partnership have collected accounts receivable and paid accounts payable in the ordinary course of business during the ninety (90) day period prior to the Closing Date. In the event that the audit reveals that the Company and/or the Partnership have (a) collected accounts receivable at an accelerated rate during such period, or (b) paid accounts payable at a reduced or delayed rate during such period, Vision 21 shall seek an adjustment to the Purchase Price. In the event that the proposed adjustment materially impacts the goodwill which may be created by the transaction, the proposed adjustment shall take into account the related impact upon net income created by the change in amortization of such goodwill. Vision 21 shall notify the Physician in writing within seventy-five (75) days of the Closing Date of its decision to seek an adjustment of the Purchase Price, the amount of the proposed adjustment and its reasons for such decision. If Physician does not notify Vision 21 within ten (10) days of Physician's receipt of such notice that Physician objects to the proposed adjustment, then the proposed adjustment shall take place and shall be final. If Physician notifies Vision 21 within the above-described ten (10) day period that Physician objects to the proposed adjustment, then Vision 21 and Physician shall in good faith negotiate an appropriate amount of the adjustment, if any, which should be made. During all time periods following Vision 21's notice that it intends to adjust the Purchase Price until the adjustment is finalized, Vision 21 shall provide to Physician and his accountants full access to all relevant books, records and work papers utilized in preparing the proposed Purchase Price adjustment. The adjustment may be settled in cash (which shall be set-off from moneys due New P.A. pursuant to the Business Management Agreement) or Vision 21 Common Stock at the Physician's option.

  • Post-Closing Purchase Price Adjustment (a) As promptly as practicable, but in no event later than ninety (90) days after the Closing Date, Buyer will deliver to Seller a Consolidated Balance Sheet of the Companies dated as of the Closing Date and immediately prior to the Dissolution (the "Closing Balance Sheet"), together with a calculation therefrom --------------------- of the Adjusted Net Working Capital, the Fixed Asset Value, and Buyer's determination of the Purchase Price, as adjusted pursuant to Section 3.2 (the "Adjusted Purchase Price") as of such date. If Seller disagrees with Buyer's ------------------------ determination of the Adjusted Purchase Price, Seller shall notify Buyer in writing of such disagreement (such notice setting forth the basis for such disagreement in reasonable detail) within thirty (30) days after Buyer's delivery of its calculation of the Adjusted Purchase Price to Seller. Buyer and Seller thereafter shall negotiate in good faith to resolve any such disagreements. If there is an amount as to which Buyer and Seller are able to agree, such amounts shall be paid to the appropriate Party pursuant to Section 3.5(c) below. If Buyer and Seller are unable to resolve any disagreements about the remaining amounts within thirty (30) days after the delivery by Seller of its notice of disagreement to Buyer, Seller and Buyer shall submit the dispute to a "Big Five" public accounting firm (or any of their respective successors) (the "Auditor") for resolution; provided that if Buyer and Seller ------- are unable to agree upon an Auditor, the Auditor shall be a "Big Five" public accounting firm (or any of their respective successors) selected by lot (after Buyer, on the one hand, and Seller, on the other hand, each exclude one such accounting firm). The selection of the Auditor shall be conclusive, final, binding and nonappealable by the parties.

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

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