Purchase Price; Escrow Amount Sample Clauses

Purchase Price; Escrow Amount. (a) The aggregate purchase price for the sale and conveyance of the Properties to Buyer shall be two billion, six hundred million dollars ($2,600,000,000), payable via direct bank deposit or wire transfer of immediately available United States dollars (the “Purchase Price”), subject to adjustment in accordance with the provisions of Section 2.2.
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Purchase Price; Escrow Amount. In consideration of the Link Parties' willingness to consummate the Merger and the Canadian Asset Sale, the Plains Parties shall pay to the Link Parties the Purchase Price by wire transfer of immediately available funds, which will be payable as follows: (i) at the Closing, the Plains Constituent Parties shall pay to the Link Constituent Parties the Estimated Purchase Price less $10,000,000 million, less the Debt Reduction Adjustment, if any, plus the Funding Adjustment, if any, to an account designated in writing by Link; and (ii) upon the Purchase Price adjustments being finally agreed upon or determined pursuant to Section 2(f), Plains shall pay to Link the amount (if any) determined to be owed to Link in accordance with Section 2(f). The "Debt Reduction Adjustment" shall mean the amount, if any, by which the Net Debt Payoff Target exceeds the aggregate principal and accrued interest amount of all Indebtedness set forth on Schedule 1(a) of Link and its Affiliates, net of unrestricted cash (other than cash proceeds from the Link Parties' litigation settlement with Shell Oil Company and its Affiliates), as of the Closing Date (such aggregate principal and accrued interest amount of Indebtedness net of unrestricted cash being set forth in the Officer's Certificate delivered on the Closing Date pursuant to Section 2(e)(v)). The "Funding Adjustment" means a positive cash amount equal to the sum of (i) the negative net cash flows, if any, from the operations of the Crude Oil Business from April 1, 2004 to but excluding the Closing Date, without inclusion of (A) interest costs of Indebtedness and financing and/or other fees and expenses attributable to such Indebtedness, (B) fees or expenses associated with the transactions contemplated by this Agreement or the litigation and/or settlement of the litigation with Shell Oil Company and its Affiliates or (C) fees or expenses directly attributable to a Link Retained Item, Link Retained Obligation or Link Allocated Asset, and (ii) accrued interest on the Base Purchase Price from April 2, 2004 to but excluding the Closing Date at a rate of 5.0% per annum. If the net cash flows from the operations of the Crude Oil Business from April 1, 2004 to but excluding the Closing Date are positive, then a cash amount equal to such positive amount will be included as a Crude Oil Business Asset and allocated to the Plains Constituent Parties in the Merger (but, for the avoidance of doubt, such cash amount will not be included as...
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Purchase Price; Escrow Amount. (a) The aggregate purchase price for the PPSS Georgia Shares shall be US $17,360,000 (the “PPSS Georgia Shares Purchase Price”).
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Purchase Price; Escrow Amount. At Closing, Sellers shall deposit the Purchase Price Escrow Amount with Escrow Agent, which the parties agree, is a reasonable estimate of the Underwritten Tax Differential. Escrow Agent shall deposit the Purchase Price Escrow Amount in a separate escrow account (the "Purchase Price Escrow Account") and shall hold and distribute the Purchase Price Escrow Amount pursuant to the terms of a separate written escrow agreement which will incorporate the terms set forth in this Section 5.4.14 (the "Purchase Price Escrow Agreement"), the terms of which shall be agreed upon by Sellers, Purchaser and Escrow Agent prior to the expiration of the Feasibility Period. The Purchase Price Escrow Agreement when executed by the parties thereto, shall supersede this Section 5.4.14, and this Section 5.4.14 shall no longer control and shall be deemed to be intentionally omitted. If the Underwritten Tax Differential is greater than the Purchase Price Escrow Amount, then the Escrow Agent shall pay to Purchaser the entire Purchase Price Escrow Amount in full satisfaction of Sellers' obligations pursuant to this Section, and Sellers shall not be required to pay to Purchaser any additional amounts whatsoever in connection with the Underwritten Tax Differential. If, on the other hand, the Underwritten Tax Differential is less than the Purchase Price Escrow Amount, then the balance remaining in the Purchase Price Escrow Account after Escrow Agent pays Purchaser the Underwritten Tax Differential shall be paid to Sellers. For the purpose of illustration only, Escrow Agent would make the following payments based upon the assumptions outlined below. If we assume that Actual Taxes equal $1,615,000.00, then the Underwritten Tax Differential would equal $6,197,151.00, which is greater than the Purchase Price Escrow Amount ($3,458,250.00), and therefore Purchaser would be paid the entire Purchase Price Escrow Amount, and Sellers would be relieved of any further liability. The Underwritten Tax Differential in this example is calculated as follows: [$1,615,000.00 (Actual Taxes) divided by 6.95% (agreed upon capitalization rate) = $23,237,410.00]; $23,237,410.00 - $17,040,259.00 (Underwritten Tax Amount) = $6,197,151.00 (Underwritten Tax Differential). If we assume that Actual Taxes equal $1,250,000.00, then the Underwritten Tax Differential would equal $945,353.00, which is less than the Purchase Price Escrow Amount ($3,458,250.00), and therefore Purchaser would receive the Underwritten Tax Dif...
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Purchase Price; Escrow Amount. (a) In consideration of the sale, assignment, conveyance, license and delivery of the Purchased Assets under ARTICLE II, Buyer agrees, pursuant to the terms and subject to the conditions hereof, to assume the Assumed Liabilities and pay to Seller, the sum of Ten Million Dollars ($10,000,000.00) (the “Purchase Price”).
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Purchase Price; Escrow Amount. On the Closing Date, the Buyer shall deposit an amount in cash equal to $4,000,000 (the “Purchase Price Escrow Amount”) into an escrow account (the “Purchase Price Escrow Account”) with the Escrow Agent, to be held and disbursed pursuant to that certain escrow agreement, dated as of the Closing Date, by and among the Buyer, the Sellers and the Escrow Agent, substantially in the form and on terms and conditions as set forth in Exhibit C attached hereto (the “Purchase Price Escrow Agreement”). The Purchase Price Escrow Amount shall be used solely to satisfy any payment obligations of the Sellers under the Purchase Price adjustments set forth in Section 2.2 and Section 2.3 of this Agreement.
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Purchase Price; Escrow Amount. (a) The aggregate purchase price for the Company Shares (the “Purchase Price”) shall equal $30,200,000, (i) plus (or minus, to the extent a negative number) an amount equal to Working Capital as of the Effective Date, (ii) minus the Wxxxx Fargo Payment Amount, and (iii) minus the Escrow Amount. The Purchase Price shall be divided among Sellers in proportion to the number of Company Shares sold to Purchaser by each of them as provided in Section 1.1 (subject to such adjustments as shall be made with the consent of each Seller affected thereby). The Purchase Price, as adjusted pursuant to this Section 1.2, shall be payable in cash at Closing in immediately available funds to the accounts specified in writing by the Sellers at least 48 hours prior to Closing.
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Purchase Price; Escrow Amount. (a) The purchase price for the Stock shall be an amount in cash equal to the sum of the following: $76,500,000, minus the Closing Reduction, if any, minus the Closing Date Indebtedness, minus the Transaction Expenses that have not been paid prior to the Effective Time, plus the Closing Addition, if any (collectively, the “Aggregate Purchase Price”). Schedule 2.2(a) sets forth the Aggregate Purchase Price taking into account the adjustments described in Section 2.3(a).
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Purchase Price; Escrow Amount 
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Related to Purchase Price; Escrow Amount

  • Cash Purchase Price The term "Cash Purchase Price" shall have the meaning set forth in Section 2.3(a).

  • Post-Closing Purchase Price Adjustment (a) As soon as practicable, but no later than forty-five (45) calendar days after the Closing Date, Buyer shall cause to be prepared and delivered to Griffon a single statement (the “Closing Statement”) setting forth Buyer’s calculation of (i) the Net Working Capital, (ii) based on such Net Working Capital amount, the Net Working Capital Adjustment, (iii) the Closing Date Funded Indebtedness, (iv) the Closing Date Cash, (v) the Transaction Related Expenses and the components thereof in reasonable detail. Buyer’s calculation of the Net Working Capital, the Net Working Capital Adjustment, the Closing Date Funded Indebtedness, the Closing Date Cash and the Transaction Related Expenses set forth in the Closing Statement shall be prepared and calculated in good faith, and in the manner and on a basis consistent with the terms of this Agreement and the Accounting Principles (in the case of Net Working Capital) and the definitions thereof, and in the case of Net Working Capital shall also be in the same form and include the same line items as the Estimated Net Working Capital calculation, and shall otherwise (x) not include any changes in assets or liabilities as a result of purchase accounting adjustments or other changes arising from or resulting as a consequence of the transactions contemplated hereby, (y) be based on facts and circumstances as they exist as of the Closing and (z) exclude the effect of any decision or event occurring on or after the Closing. In furtherance of the foregoing, Buyer acknowledges and agrees that the Accounting Principles are not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies. If the Closing Statement is not so timely delivered by Buyer for any reason, then the Estimated Closing Statement shall be considered for all purposes of this Agreement as the Closing Statement, from which the Seller will have all of its rights under this Section 2.7 with respect thereto, including the right to dispute the calculations set forth in the Estimated Closing Statement in accordance with the procedures set forth in Section 2.7(b) and Section 2.7(c) mutatis mutandis.

  • Purchase Price; Consideration Purchaser shall, on the date hereof (the “Closing Date”), issue to Seller a promissory note, substantially in the form attached hereto as Exhibit B, in the sum of Fifteen Thousand Dollars ($15,000) (the “Promissory Note”) as the consideration for the Ownership Interests.

  • Closing Purchase Price Buyer shall have delivered the Closing Purchase Price in accordance with Section 2.5. ARTICLE VII

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

  • The Purchase Price If the sale of the Property is not subject to HST, Seller agrees to certify on or before (included in/in addition to) closing, that the sale of the Property is not subject to HST. Any HST on chattels, if applicable, is not included in the Purchase Price.

  • Purchase Price Deposit (a) The purchase price for the Property is AND 00/100 DOLLARS ($ ) (the “Purchase Price”), payable as follows:

  • 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; Allocation of Purchase Price (a) The purchase price for the Purchased Assets and the Shares (the “Purchase Price”) is $3,000,000,000 (three billion dollars) in cash. The Purchase Price shall be paid as provided in Section 2.09 and shall be subject to adjustment as provided in Sections 2.09 and 2.11. Seller shall be treated as receiving a portion of the Purchase Price as agent for its Affiliates actually selling the Purchased Assets and the Shares consistent with the allocation of the Purchase Price pursuant to the Allocation Statement.

  • Purchase Price Payments 22 Section 10.02. The Purchaser Note................................. 22 ARTICLE XI Confidentiality.................................... 23 ARTICLE XII Term............................................... 24

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