Purchase Price Determination. The purchase price and the terms and conditions subject to the Offer shall be the same as set forth in the Third Party Offer. The closing of the purchase shall take place at the principal office of the Company and shall occur within 30 days of acceptance of the Offer. At closing, the purchase price shall be paid in the manner set forth in the Third Party Offer, provided that if the Third Party Offer includes any consideration other than cash, the accepting Purchasing Member(s), at their option, may pay in cash the fair market value of such non-cash consideration.
Purchase Price Determination. If the Contract is for a single-agency and a single Order (or if no Order applies), then “purchase price” in Subparagraph 14.7.1 above means the aggregate Contract price current at the time of Contract expiration or earlier termination, including all change orders or other forms of Contract Amendment having an effect on the aggregate price through that date. In all other cases, “purchase price” above means the total price of the Order for the specific equipment, software, or services giving rise to the claim, and therefore a separate limit will apply to each Order.
Purchase Price Determination. (a) For purposes of the Closing, the Partnership shall make a good faith estimate of (i) the Balance Sheet as of 12:01 a.m. (Eastern Daylight Time) on the Closing Date (the “Estimated Balance Sheet”), (ii) the Aggregate Purchase Price as of 12:01 a.m. (Eastern Daylight Time) on the Closing Date (the “Estimated Aggregate Purchase Price”), (iii) the Transaction Costs as of 12:01 a.m. (Eastern Daylight Time) on the Closing Date (the “Estimated Transaction Costs”), (iv) the Aggregate Exercise Price as of 12:01 a.m. (Eastern Daylight Time) on the Closing Date (the “Estimated Aggregate Exercise Price”), (v) the Aggregate GP Merger Consideration as of 12:01 a.m. (Eastern Daylight Time) on the Closing Date (the “Estimated Aggregate GP Merger Consideration”), (vi) the Aggregate Partnership Merger Consideration as of 12:01 a.m. (Eastern Daylight Time) on the Closing Date (the “Estimated Aggregate Partnership Merger Consideration”), (vii) the Aggregate Phantom Units Amount, and (viii) the Aggregate Transaction Bonus Amount (the “Estimated Transaction Bonus Amount”), each of which shall be based upon the most recent ascertainable financial information of the Partnership and its Subsidiaries. No less than three (3) business days prior to the Closing, the Partnership will deliver to MergerCo and Parent an Estimated Purchase Price Certificate (the “Estimated Purchase Price Certificate”) in the form attached as Exhibit C and prepared in accordance with the principles set forth in Section 1.1(a) of the Disclosure Letter, setting forth the Estimated Balance Sheet, the Estimated Aggregate Purchase Price, the Estimated Current Assets, the Estimated Liabilities, the Estimated Transaction Costs, the Estimated Aggregate Exercise Price, the Estimated Aggregate GP Merger Consideration, the Estimated Aggregate Partnership Merger Consideration, the Aggregate Phantom Unit Amount and the Estimated Transaction Bonus Amount, and the Partnership will consider in good faith any comments of Parent thereon. For purposes of determining the Estimated Aggregate Purchase Price before a final determination of the Aggregate Purchase Price, Closing Date Current Assets, Closing Date Liabilities, the Aggregate Transaction Bonus Amount and Closing Date Transaction Costs in accordance with Section 3.4(b), Aggregate Purchase Price shall be calculated and paid using the Estimated Current Assets, the Estimated Liabilities, and the Estimated Transaction Costs.
(b) The Surviving Partnership shall cause to ...
Purchase Price Determination. In the event of any dispute between the Venture and the Noteholder Partner regarding the calculation of the Put Purchase Price or the Call Purchase Price, the Noteholder Partner and the Managing Partner shall use reasonable efforts to resolve such dispute. In the event that such dispute is not resolved within thirty (30) days after receipt by the Managing Partner of written notice of such dispute from the Noteholder Partner or as the Managing Partner may elect, the Venture shall engage the Venture’s independent public accountants to determine the Put Purchase Price or the Call Purchase Price, as the case may be. The Venture shall use its commercially reasonable efforts to cause the Venture’s independent public accountants to deliver to the Managing Partner and the Noteholder Partner a determination of such Put Purchase Price or Call Purchase Price, including an itemization of the elements thereof, as promptly as practicable, but in no event more than twenty (20) days after its engagement. Except as otherwise provided in paragraph (d), the fees and expenses of the Venture’s independent public accountants in performance of its obligations pursuant to this paragraph (c) shall be borne by the Venture.
Purchase Price Determination. Within 20 days of the date of the exercise of an Involuntary Withdrawal Option, the affected Members shall mutually agree upon a purchase price for the Interest being sold. If the affected Members are unable to mutually agree upon a purchase price, the affected Members shall mutually select a disinterested appraiser nationally recognized as experienced in valuing healthcare businesses including hospitals to evaluate the Business and determine the fair market value of the Company. If the affected Members cannot select an appraiser, then the American Arbitration Association shall be petitioned to designate an appraiser. The cost of the appraisal and any necessary arbitration shall be paid one-half by the Selling Member and one-half by the Purchasing Members. The appraiser promptly shall provide a written notice ("FAIR MARKET VALUE NOTICE") to each affected Member of its determination of the fair market value, which determination shall be binding upon the affected Members. The purchase price for the Interest being acquired pursuant to this Section 8.2 shall then be the product of (i) the fair market value of the Company pursuant to the Fair Market Value Notice multiplied by (ii) the Percentage Share of the Selling Member.
Purchase Price Determination. The aggregate consideration for the Acquired Assets (as adjusted in accordance with the terms of this Agreement, the “Purchase Price”) will be the sum of the following (without duplication):
(i) $160,000,000.00 (the “Base Purchase Price”); plus
(ii) the Inventory Value.
Purchase Price Determination. 5.1 Pre-Completion estimation
Purchase Price Determination. 8 Section 1.4 Delivery of Stock; Payment .......................................... 10 Section 1.5 Closing ............................................................. 10 Section 1.6
Purchase Price Determination. (a) As soon as practicable after the one year anniversary of the Effective Date, the Purchaser shall prepare and deliver to the Seller special purpose financial statements of the Corporation as of the close of business for the one year period ending on the one year anniversary of the Effective Date (the "Effective Date Financial Statements"), which shall be prepared by the Purchaser in accordance with generally accepted accounting principles ("GAAP"), applied on a consistent basis. The Effective Date Financial Statements shall be reviewed by the Purchaser's accountants.
(b) The Seller shall have until thirty (30) days after the delivery of the Effective Date Financial Statements to review and propose any adjustments thereto. All adjustments proposed by the Seller shall be set forth in detail in a written statement delivered to the Purchaser (the "Adjustment Statement") and upon the Purchaser's acceptance thereof, the accepted adjustments shall be incorporated. If the Seller objects in writing to any such proposed adjustment the parties shall have fifteen (15) days within which to resolve such dispute. If a final resolution thereof is not obtained within such fifteen (15) days, the auditors of Buyer shall be retained to resolve any remaining disputes concerning the purchase price adjustments. The fees of the Independent Accountant shall be borne equally by the Purchaser and the Seller.
(c) The "Purchase Price" shall be equal to the sum of [a] earnings of the Corporation before interest, taxes and depreciation ("EBITDA") as shown on the Effective Date Financial Statements multiplied by five (5), up to a maximum of One Million Two Hundred and Fifty Thousand Dollars ($1,250,000.00) and a minimum of Two Hundred and Fifty Thousand Dollars ($250,000.00), as adjusted by Section 1.3(b) and shall be paid and or adjusted as follows:
Purchase Price Determination. Sellers engaged a third-party valuation service provider (the “Valuation Firm”), to determine the fair value of each Subordinated Note as of September 30, 2021, which amounts, as adjusted to take into account any distributions paid by CLO IV and CLO V subsequent to September 30, 2021, are set forth under the heading “Fair Value” with respect to each Subordinated Note on the Schedule of Transferred Assets. In connection with such engagement, Sellers provided the Valuation Firm its relevant internal models, material reports, and all other relevant material information requested by the Valuation Firm. Each Seller acknowledges that Buyers have relied upon the fair value of each Subordinated Note confirmed by the Valuation Firms in evaluating the Cash Purchase Price and the Common Stock Consideration and approving the price paid to acquire the Subordinated Notes, determined in accordance with Section 3.1 of this Agreement.
