Purchase Price Formula Sample Clauses

Purchase Price Formula. The Purchase Price for the Corn Oil purchased by Soy Energy from Seller shall be calculated as follows:
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Purchase Price Formula. The aggregate purchase price to be paid for the Sold Shares shall be an amount equal to (i) $ 2,350,000,000 (in words: US Dollars two billion three hundred and fifty million) (the "BASE AMOUNT"); (ii) plus an amount equal to the Effective Date Cash; (iii) minus an amount equal to the Effective Date External Debt; (iv) minus an amount equal to the Effective Date Inter-Group Debt; (v) minus an amount (if any) equal to the amount by which the Effective Date Working Capital Target Amount exceeds the Effective Date Working Capital; (vi) minus an amount equal to the Effective Date Taxation Liability; (vii) minus an amount equal to the Unfunded Pension Liability; (viii) minus a fixed amount of $ 25,000,000 (equal to a purchase price reduction agreed between the Parties with respect to payment obligations of the Group under EPU schemes which may arise as a result of the transactions contemplated hereby, obligations which may arise in respect of software consultancy fees and the write off of aged accounts receivables of Wyle Systems Division); (ix) minus an amount equal to the aggregate of the Post Effective Date Inter-Group Interest Portion and the Post Effective Date External Interest Portion; (x) minus an amount equal to the aggregate of the Pre-Closing Distributions and the Pre-Closing Non-Recurring Charges; (xi) plus an amount equal to 12% of $ 600,000,000 multiplied by the number of days from and including October 1, 2000 to, but excluding, the Closing Date divided by 365 (the "ADDITIONAL AMOUNT"). The amount of the aggregate purchase price as calculated above is referred to as the "FINAL SHARE PURCHASE PRICE".
Purchase Price Formula. The per-credit purchase price for the applicable year is calculated as follows: Per-credit price = [(CAP Long Term M&I Subcontract Capital Charge + CAP Fixed OM&R Charge + CAP Pumping Energy Rate Charge + CAP Underground Water Storage O&M Charge for the Phoenix AMA) / 0.94]. As expressed in numbers reflecting 2018 Final CAP rates, the formula is as follows: [($45 + $95 + $65 + $13) / 0.94 = $231.91].
Purchase Price Formula. The per-credit purchase price for the applicable year is calculated as follows: Per-credit price = [(CAP Long Term M&I Subcontract Capital Charge + CAP Fixed OM&R Charge + CAP Pumping Energy Rate Charge + CAP Underground Water Storage O&M Charge for the Phoenix or Tucson AMA) / 0.94]. As expressed in numbers reflecting 2019 Final CAP rates, the formula for Phoenix Long-Term Storage Credits is as follows: [($41 + $96 + $62 + $13) / 0.94 = $225.53]. As expressed in numbers reflecting 2019 Final CAP rates, the formula for Tucson Long-Term Storage Credits is as follows: [($41 + $96 + $62 + $15) / 0.94 = $227.66].
Purchase Price Formula. The total purchase price (the "Purchase Price") to be paid to Seller by Buyer shall be equal to Fifty-Three Million and No/100 Dollars ($53,000,000.00). In calculating the Purchase Price, no portion of the Purchase Price is allocated to the Intangibles.
Purchase Price Formula. Subject to the finalization thereof in accordance with this Article 3, the total purchase price for the Purchased Shares (the "Purchase Price") shall be equal to the remainder obtained when OXX XXXXXXX XXXXXX-XXXXX XXXXXXX XXXX XXXXXXX XXXXXXXX XXXXXX XXXXXX DOLLARS ((US) $187,500,000) is reduced by 100% of the Net Company Indebtedness Amount as at the Effective Time (which remainder is hereafter referred to in this Section 3.3 as the "Remainder"), and the Remainder shall be subject to further adjustment as follows: (a) if: (i) the Working Capital Amount of Intercon at the Effective Time, calculated on a consolidated basis for Intercon and its Subsidiary (namely, FirstService (USA) Security Holdings, Inc. (but, for greater certainty, not including any of the Subsidiaries of FirstService (USA) Security Holdings, Inc.)), is less than (CDN) $27,127,000, then the Remainder shall be reduced by the amount by which (CDN) $27,127,000 exceeds the Working Capital Amount of Intercon and its Subsidiary (namely, FirstService (USA) Security Holdings, Inc.) at the Effective Time as so calculated; or (ii) the Working Capital Amount of Intercon at the Effective Time, calculated on a consolidated basis for Intercon and its Subsidiary (namely, FirstService (USA) Security Holdings, Inc. (but, for greater certainty, not including any of the Subsidiaries of FirstService (USA) Security Holdings, Inc.)), is greater than (CDN) $27,127,000, then the Remainder shall be increased by the amount by which the Working Capital Amount of Intercon and its Subsidiary (namely, FirstService (USA) Security Holdings, Inc.) at the Effective Time as so calculated exceeds (CDN) $27,127,000; and (b) if: (i) the Working Capital Amount of BLW, Inc. at the Effective Time, calculated on a consolidated basis for BLW, Inc. and its two Subsidiaries (namely, VASEC - Virginia Security and Automation, Inc. and Innovative Security Solutions, Inc.), is less than (US) $9,394,000, then the Remainder shall be reduced by the amount by which (US) $9,394,000 exceeds the Working Capital Amount of BLW, Inc. and its two Subsidiaries (namely, VASEC - Virginia Security and Automation, Inc. and Innovative Security Solutions, Inc.) at the Effective Time as so calculated; or (ii) the Working Capital Amount of BLW, Inc. at the Effective Time, calculated on a consolidated basis for BLW, Inc. and its two Subsidiaries (namely, VASEC - Virginia Security and Automation, Inc. and Innovative Security Solutions, Inc.), is greater tha...
Purchase Price Formula. In addition to any other payment by the Purchaser (or procured by Purchaser) on Closing in respect of the Outstanding Debt, the consideration for the purchase and sale of the Robuschi Interest (hereinafter referred to as the “Purchase Price” or “Price”) shall be an amount equal to: (a) Euro 152.000.000,00 (one hundred fifty two million); (b) plus 100% of the Effective Date Cash and minus 100% of the Effective Date Financial Debt; (c) in the event that the Effective Date Working Capital falls below the Target Working Capital reduced by the Tolerance Amount, minus an amount equal to 100% of the shortfall, or, in the event that the Effective Date Working Capital is greater than the Target Working Capital increased by the Tolerance Amount, plus an amount equal to 100% of the excess amount. For the sake of clarity, if the difference between the Effective Date Working Capital and the Target Working Capital exceeds the Tolerance Amount the increase or decrease, as the case may be, pursuant to letter (c) above will not be limited to the excess and will apply to the entire amount.
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Purchase Price Formula. The Purchase Price shall be established by averaging an appraisal obtained by the Landlord and one by the Tenant. Each appraisal shall be given by a certified appraiser under the Appraisal Institute of Canada. The costs of such appraisals shall be borne by each of the respective commissioning parties. In arriving at the Purchase Price the parties shall reduce the Purchase Price by the value of the Tenant’s unamortized leasehold improvement costs (determined at the month of the Closing) incurred by the Tenant at 00 Xxxxxxxxx Xxxx, Xxxxxxx, Xxxxxxx, to a maximum reduction of CAD$250,000.

Related to Purchase Price Formula

  • Purchase Price Floor The Company and the Buyer shall not effect any sales under this Agreement on any Purchase Date where the Closing Sale Price is less than the Floor Price. “Floor Price” means $0.25 per share of Common Stock, which shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction.

  • Purchase Price Adjustment (a) Within 90 days following the Closing, the Buyer shall prepare and deliver, or cause to be prepared and delivered, to the Seller a statement (the “Closing Schedule”) setting forth: (i) the Buyer’s determination of the actual amounts of (A) the Adjustment Amount, including the Final Adjustment Amount Overage or the Final Adjustment Amount Underage (the “Final Adjustment Amount”), and (B) the Seller Indebtedness Amount, in each case as of 12:01 a.m. Eastern Time on the Closing Date without taking into account any of the transactions to be completed on the Closing Date in accordance with the terms of this Agreement; (ii) a calculation of any adjustments to the Closing Payment based on such calculations (the adjusted Closing Payment as a result of such calculation being the “Final Closing Payment”); and (iii) a calculation of the accounts receivable contained in the Preliminary Adjustment Amount that were not collected by Buyer within the thirty (30) days immediately following the Closing and the accounts receivable existing at the Closing but not taken into account in calculating the Adjustment Amount (the “Excluded AR”). (b) Within fifteen (15) days after delivery of the Closing Schedule, the Seller may deliver a notice to Buyer either: (i) concurring with the Closing Schedule (a “Notice of Concurrence”); or (ii) disagreeing therewith (a “Notice of Disagreement”). If the Seller delivers a Notice of Disagreement, then it shall be accompanied by the Seller’s proposed revisions to the Closing Schedule. If the Seller fails to deliver any notice within such 15-day period, the Seller shall be deemed to have delivered a Notice of Concurrence. (c) If a Notice of Concurrence is delivered or deemed delivered, and if the Final Closing Payment is less than the Closing Payment, the Buyer shall be entitled to payment out of the Royalty Consideration in the full amount of such shortfall. If a Notice of Concurrence is delivered or deemed delivered, and the Final Closing Payment is greater than the Closing Payment, Buyer shall pay to the Seller the full amount of such excess (with such payment being in shares of Buyer Common Stock priced at $1.50 per share) within thirty (30) days of the delivery of the Notice of Concurrence. (d) If a Notice of Disagreement is delivered, then the Seller and the Buyer shall, during the 15-day period following such delivery (the “Negotiation Period”), use commercially reasonable efforts to agree on the Final Adjustment Amount. If, during such period, the Seller and the Buyer are unable to reach agreement, they promptly shall engage a nationally recognized certified public accounting firm reasonably acceptable to each such party (the “Independent Auditor”) to resolve the disagreement, and any such resolution shall be final, conclusive and binding upon the parties hereto, absent fraud or manifest error. To the extent the Final Closing Payment as determined by the Independent Auditor is less than the Closing Payment, the Buyer shall be entitled to payment out of the Royalty Consideration in the full amount of such shortfall. To the extent the Final Closing Payment as determined by the Independent Auditor is more than the Closing Payment, the Buyer shall pay to the Seller the full amount of such excess (with such payment being in shares of Buyer Common Stock priced at $1.50 per share) within thirty (30) days of such resolution. (e) Each of the Seller and the Buyer shall pay fifty percent (50%) of the fees and expenses of the Independent Auditor.

  • Purchase Price Adjustments (a) Schedule 2.4 sets forth the Seller’s good faith estimate of the Net Working Capital (the “Estimated Net Working Capital”) as of September 30, 2013, together with a calculation of the Closing Purchase Price based on such estimate. The Estimated Net Working Capital shall be determined in accordance with Section 2.6 and the other terms of this Agreement. (b) As promptly as possible, but in any event within forty five (45) days after the Closing Date, the Buyer will deliver to the Seller a balance sheet of the Company (the “Closing Balance Sheet”) and a statement showing the calculation of the Net Working Capital derived from the Closing Balance Sheet (together with the Closing Balance Sheet, the “Preliminary Closing Statement”), in each case as of the Reference Time. The Closing Balance Sheet shall be prepared, and the Net Working Capital and the Preliminary Closing Statement shall be determined, in accordance with Section 2.6 and the definitions and other terms set forth in this Agreement. The Preliminary Closing Statement shall contain line item detail comparable to the Balance Sheet with respect to the components of Net Working Capital of the Company as of the Reference Time. After delivery of the Preliminary Closing Statement, the Buyer shall give the Seller and its accountants and representatives reasonable access at reasonable times to review the Company’s books and records and work papers related to the preparation of the Preliminary Closing Statement subject to customary confidentiality restrictions. The Seller and its accountants and representatives may make inquiries of the Buyer and its accountants regarding questions concerning or disagreements with the Preliminary Closing Statement arising in the course of its review thereof, and the Buyer shall use its commercially reasonable efforts to cause any such accountants to cooperate with and respond to such inquiries. If the Seller has any objections to the Preliminary Closing Statement, the Seller shall deliver to the Buyer a statement setting forth its objections thereto (an “Objections Statement”). If an Objections Statement is not delivered by the Seller to the Buyer within twenty (20) days after delivery of the Preliminary Closing Statement, the Preliminary Closing Statement shall be final, binding and non-appealable by the Parties hereto. The Seller and the Buyer shall negotiate in good faith to resolve any such objections for fifteen (15) days after the delivery of the Objections Statement, but if they do not reach a final resolution, the Seller and the Buyer shall submit such dispute to PricewaterhouseCoopers, or if they are not independent pursuant to the rules and regulations of the Securities and Exchange Commission at the time, another nationally recognized independent accounting firm reasonably acceptable to the Buyer and the Seller (the “Dispute Resolution Firm”) within three (3) Business Days following the end of the fifteen (15)-day period from the date of the delivery of the Objections Statement. Any further submissions to the Dispute Resolution Firm must be written and delivered to each party to the dispute. The Dispute Resolution Firm shall consider work papers and other documents and information related to those items and amounts which are identified in the Objections Statement as being items which the Seller and the Buyer are unable to resolve. The Dispute Resolution Firm’s determination will be based on the definition of Net Working Capital and the other definitions and terms contained herein and shall be in amounts between the disputed amounts set forth in the Preliminary Closing Statement and the Objections Statement. The Seller and the Buyer shall use their commercially reasonable efforts to cause the Dispute Resolution Firm to resolve all disagreements as soon as practicable and in any event within thirty (30) days after the submission of any dispute. Further, the Dispute Resolution Firm’s determination shall be based solely on the presentations by the Buyer and the Seller which are in accordance with the terms and procedures set forth in this Agreement (i.e., not on the basis of an independent review). The resolution of the dispute by the Dispute Resolution Firm shall be, absent manifest error, final, binding and non-appealable on the Parties hereto. The costs and expenses of the Dispute Resolution Firm shall be allocated fifty percent (50%) to the Buyer and fifty percent (50%) to the Seller. (c) If the Net Working Capital as finally determined pursuant to Section 2.4(b) above is greater than the Target Working Capital, the Buyer shall promptly pay to the Seller the amount of such excess in cash. If the Net Working Capital as finally determined pursuant to Section 2.4(b) above is less than the Target Working Capital (such amount, the “Working Capital Deficiency”), the Seller and the Buyer shall promptly cause an amount equal to the Working Capital Deficiency to be paid to the Buyer from the Working Capital Escrow Amount; provided, however, that if the Working Capital Deficiency is in excess of the Working Capital Escrow Amount (such excess amount, the “Working Capital Indemnity Amount”), then the Buyer may elect to seek indemnification for the Working Capital Indemnity Amount either (i) from the Indemnity Escrow Amount or (ii) directly from the Seller. The net adjustment amount payable to the Seller or the Buyer under this Section 2.4(c) (such amount, the “Net Adjustment Amount”) shall be paid in accordance with Section 2.5.

  • Purchase Price; Allocation of Purchase Price (a) The purchase price for the Purchased Assets (the “Purchase Price”) is equal to $675,000,000 in cash. The Purchase Price shall be paid as provided in Section 2.07 and shall be subject to adjustment as provided in Section 2.08. Seller shall be treated as receiving a portion of the Purchase Price as agent for any of its Affiliates actually selling, transferring or conveying the Purchased Assets, consistent with the allocation of the Purchase Price pursuant to the Allocation Statement, and Buyer’s payment of the Purchase Price to Seller shall constitute payment by Buyer to any of Seller’s Affiliates actually selling, transferring or conveying the Purchased Assets hereunder. (b) Within 60 days after the Closing, Buyer shall deliver to Seller a statement (the “Allocation Statement”) allocating the Purchase Price (plus Assumed Liabilities and transaction costs, to the extent properly taken into account under Section 1060 of the Code) among the Purchased Assets in accordance with Section 1060 of the Code. If, within five Business Days after delivery of the Allocation Statement, Seller notifies Buyer in writing that Seller objects to the allocation set forth in the Allocation Statement, Buyer and Seller shall use commercially reasonable efforts to resolve such dispute within 20 days. In the event that Buyer and Seller are unable to resolve such dispute within 20 days, Buyer and Seller shall jointly retain KPMG LLP (the “Accounting Referee”) to resolve the disputed items in the manner described in Section 8.10. (c) Each of Buyer and Seller shall (i) be bound by the Allocation Statement, as may be adjusted in accordance with Section 2.06(e), (ii) act in accordance with, and cause its Affiliates to act in accordance with, the Allocation Statement in the preparation, filing and audit of any Tax Return (including filing IRS Form 8594 with its federal Income Tax Return for the taxable year that includes the Closing) and (iii) take no position, and cause its Affiliates to take no position, inconsistent with the allocation reflected on the Allocation Statement on any Tax Return, in any Contest or otherwise, unless required by a Final Determination. (d) In the event that the allocation reflected on the Allocation Statement is disputed by any Taxing Authority, the party receiving notice of the dispute shall promptly notify the other party hereto, and Buyer and Seller shall use their commercially reasonable efforts to defend such allocation in any Tax audit or similar proceeding. (e) If an adjustment is made with respect to the Purchase Price pursuant to Section 2.08, the Allocation Statement shall be adjusted in accordance with Section 1060 of the Code and as mutually agreed by Buyer and Seller. In the event that an agreement is not reached within 20 days after the determination of the Final Closing Working Capital, any disputed items shall be resolved in the manner described in Section 8.10. Buyer and Seller shall file any additional information return required to be filed pursuant to Section 1060 of the Code and to treat the Allocation Statement as adjusted in the manner described in Section 2.06(c). (f) Not later than 30 days prior to the filing of their respective Forms 8594 relating to this transaction, each party shall deliver to the other party a copy of its Form 8594.

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

  • Base Purchase Price Buyer agrees to pay for the Assets the total sum of Thirty Million and No/100 Dollars ($30,000,000.00) (“Base Purchase Price”) to be paid by direct bank deposit or wire transfer in same day funds at the Closing, subject only to the price adjustments set forth in this Agreement.

  • Exercise Price Adjustment Whenever the number of Warrant Shares purchasable upon the exercise of the Warrant is adjusted, as herein provided, the Exercise Price payable upon the exercise of this Warrant shall be adjusted by multiplying such Exercise Price immediately prior to such adjustment by a fraction, of which the numerator shall be the number of Warrant Shares purchasable upon the exercise of the Warrant immediately prior to such adjustment, and of which the denominator shall be the number of Warrant Shares purchasable immediately thereafter.

  • Purchase Price Payments (a) On each Payment Date, on the terms and subject to the conditions of this Agreement, the Initial Purchaser shall pay to KBK the Purchase Price for the Receivables and Related Assets to be purchased on such day by (i) making a cash payment to or at the direction of KBK to the extent that the Initial Purchaser has cash available to make such payment pursuant to SECTION 3.3, and (ii) automatically increasing the principal amount outstanding under the Purchaser Note issued to KBK by the amount of the excess, if any, of the Purchase Price to be paid to KBK for such Receivables and Related Assets OVER the amount of any payment made on such day pursuant to CLAUSE (I) next above. (b) On each Payment Date, the Initial Purchaser shall reduce the Purchase Price payable to KBK for the Receivables and Related Assets that the Initial Purchaser is to purchase on such day by an amount (the "PURCHASE PRICE ADJUSTMENTS") equal to the difference between (i) the sum of (A) the Dilution Adjustment (as defined in SECTION 3.5(B)), if any, for the immediately preceding Business Day, PLUS (B) the Noncomplying Receivables Adjustment (as defined in SECTION 3.5(A)), if any, for the immediately preceding Business Day, MINUS (ii) the amount of any payments that the Initial Purchaser shall have received on the immediately preceding Business Day on account of Collections due with respect to Noncomplying Receivables that have been included in an Purchase Price Adjustment previously deducted or paid in accordance with this SECTION 3.1. (c) If the Purchase Price Adjustments on any Payment Date exceed the Purchase Price payable by the Initial Purchaser to KBK on such day, then the principal amount of the Purchaser Note shall be automatically reduced by the amount of such excess; PROVIDED, that if the Purchaser Note has been reduced to zero, then KBK shall pay to the Initial Purchaser in cash the amount of such Purchase Price Adjustments on the next succeeding Business Day; and PROVIDED FURTHER, HOWEVER, that at any time (y) when a Liquidation Event or Unmatured Liquidation Event exists or (z) on or after the Purchase Termination Date, the amount of any such credit shall be paid by KBK to the Initial Purchaser by deposit in immediately available funds into the Collection Account for application by Servicer to the same extent as if Collections of the applicable Receivable in such amount had actually been received on such date.

  • Purchase Price Credit Adjustments If on any day: (a) the Outstanding Balance of a Receivable purchased from any Originator is: (i) reduced as a result of any defective or rejected or returned goods or services, any cash discounts, any volume discounts or any adjustment or otherwise by such Originator or any Affiliate thereof (other than as a result of a charge-off of such Receivable or cash Collections applied to such Receivable), (ii) reduced or canceled as a result of a setoff in respect of any claim by any Person (whether such claim arises out of the same or a related transaction or an unrelated transaction), (iii) reduced on account of the obligation of such Originator or any Affiliate thereof to pay to the related Obligor any rebate or refund, or (iv) less on the date of its sale then the amount reflected in the applicable Purchase Report, or (b) any of the representations and warranties set forth in Sections 2.1(i), (j), (l), (r), (s), (t), (u) and the second sentence of Section 2.1(q) hereof is not true when made or deemed made with respect to any such Receivable, then, in such event, Buyer shall be entitled to a credit (each, a “Purchase Price Credit”) against the Purchase Price otherwise payable to the applicable Originator hereunder equal to (x) in the case of clauses (a)(i) – (iv) above, the amount of such reduction or cancellation or the difference between the actual Outstanding Balance and the amount reflected in the applicable Purchase Report, as applicable, and (y) in the case of clause (b) above, the amount of the Outstanding Balance of such Receivable, which shall be reconveyed by the Buyer to the applicable Originator following receipt of such amount. If such Purchase Price Credit exceeds the Original Balance of the Receivables originated by the applicable Originator on any day, such Originator shall pay the remaining amount of such Purchase Price Credit in cash immediately, provided that if the applicable Termination Date has not occurred, such Originator shall be allowed to deduct the remaining amount of such Purchase Price Credit from any indebtedness owed to it under its Subordinated Note.

  • Exercise Price Adjusted As used in this Warrant, the term "Exercise Price" shall mean the purchase price per share specified in Section 3 of this Warrant, until the occurrence of an event stated in subsection (a), (b) or (c) of this Section 5, and thereafter shall mean said price as adjusted from time to time in accordance with the provisions of said subsection. No such adjustment under this Section 5 shall be made unless such adjustment would change the Exercise Price at the time by $.01 or more; provided, however, that all adjustments not so made shall be deferred and made when the aggregate thereof would change the Exercise Price at the time by $.01 or more. No adjustment made pursuant to any provision of this Section 5 shall have the net effect of increasing the Exercise Price in relation to the split adjusted and distribution adjusted price of the Common Stock. The number of shares of Common Stock subject hereto shall increase proportionately with each decrease in the Exercise Price.

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