Purchase Price; Holdback Amount Sample Clauses

Purchase Price; Holdback Amount. (a) Subject to Section 2.2 and to the adjustments set forth in Sections 3.1(a)(iv), 3.4, 3.5 and 3.6 and Schedule 3.1, the purchase price (the “Purchase Price”) payable to MDS or as MDS directs for all of the Purchased Assets, the Replacement Contracts and the Migrating Assets is $801,000,000. The cash amount payable on Closing (the “Closing Cash Amount”) is equal to the Purchase Price less (i) the amount of the Estimated Long-Term Liabilities; (ii) a contribution of capital of $7,000,000 being the amount of cash, which together with the Target Working Capital will permit Buyer immediately after the Closing Time to carry on the Diagnostics Business in the ordinary course of business; (iii) the Holdback Amount; and (iv) the aggregate amount of the net proceeds received by MDS or any Operators from the sale of any assets Primarily related to the Diagnostics Business since April 30, 2006 to the extent that, in respect of any sale completed, such net proceeds are not less than $100,000 and have been distributed to MDS or the partners of MDS ONT LP, as applicable. Buyer acknowledges that the Purchase Price does not include any amount payable by Buyer as contemplated under Subsection 3.10(c). MDS shall provide a statement of the Estimated Long-Term Liabilities to the Buyer three Business Days prior to the Closing Date. MDS acknowledges that the Purchase Price is inclusive of the purchase price consideration payable by Buyer or the applicable Designated Buyer Affiliate to MDS under a Regional Purchase Agreement. Consequently, appropriate adjustments shall be made to the Closing Cash Amount to reflect the actual purchase price paid under all Regional Purchase Agreements.
Sample 1Sample 2
AutoNDA by SimpleDocs
Purchase Price; Holdback Amount. All payments to be made pursuant to this Section shall be made on a date (the "Purchase Price Adjustment Payment Date") on or before the fifth Business Day after the date of the final determination of the Net Working Capital Amount.
Sample 1
Purchase Price; Holdback Amount. 5.2 On the Purchase Price Holdback Release Date:
Sample 1
Purchase Price; Holdback Amount 
Sample 1

Related to Purchase Price; Holdback Amount

  • 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.

  • Purchase Price and Allocation The price payable by the Purchaser to the Vendor for the Assets shall be Five Million Dollars ($5,000,000) which the parties agree shall be allocated as follows:

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

  • Purchase Price Payment Purchaser shall deliver to SAFEDOX the sum of $5,000 in payment of the 16,667 shares of Common Stock purchased by Purchaser hereunder, a per share price of $.30, which payment shall be delivered as provided in paragraphs VI and VII hereinbelow.

  • Post-Closing Purchase Price Adjustment (a) As promptly as practicable, but in no event later than ninety (90) days following the date of the Applicable Closing, Parent shall prepare and deliver to SunGard Data a statement (the “Post-Closing Statement”), certified by the chief financial officer of Parent and accompanied by reasonable supporting detail, setting forth the Closing Net Working Capital, the Company Transaction Fees and Expenses and the Merger Consideration, including, in each case, the calculation thereof in reasonable detail. The calculations set forth in the Post-Closing Statement shall be final and binding on all Parties unless SunGard Data gives Parent written notice of its objections thereto (an “Objection Notice”), with reasonable supporting detail as to each such objection (each, a “Post-Closing Calculation Objection”), within forty-five (45) days after receipt of the Post-Closing Statement (the “Objection Period”). In the event SunGard Data fails to give Parent an Objection Notice prior to the expiration of the Objection Period or otherwise earlier notifies Parent in writing that SunGard Data has no objections to the calculations set forth in the Post-Closing Statement, the Post-Closing Statement shall be deemed final and binding on all Parties hereto, and all payments to be made in accordance with Section 3.4(d) shall be derived therefrom. Any component of the calculations set forth in the Post-Closing Statement that is not the subject of a timely delivered Objection Notice by SunGard Data shall be final and binding on all Parties except to the extent such component could be affected by other components of the calculations set forth in the Post-Closing Statement. Throughout the period following the Closing Date until the components of the calculations set forth in the Post-Closing Statement are deemed final and binding pursuant to this Section 3.4, subject to Section 7.21, Parent shall permit SunGard Data and its Representatives reasonable access (with the right to make copies), during business hours upon reasonable advance notice, to the financial books and records of the Surviving Corporation and its Subsidiaries for the purposes of the review and objection right contemplated herein.

  • Closing Purchase Price The Closing Purchase Price (the "Closing Purchase Price") shall be paid or delivered by Buyer at Closing in the following manner:

  • Purchase Price The Purchase Price for each Mortgage Loan shall be the percentage of par as stated in the related Purchase Price and Terms Agreement (subject to adjustment as provided therein), multiplied by the aggregate principal balance, as of the related Cut-off Date, of the Mortgage Loans listed on the related Mortgage Loan Schedule, after application of scheduled payments of principal due on or before the related Cut-off Date, but only to the extent such payments were actually received. The initial principal amount of the related Mortgage Loans shall be the aggregate principal balance of the Mortgage Loans, so computed as of the related Cut-off Date. If so provided in the related Purchase Price and Terms Agreement, portions of the Mortgage Loans shall be priced separately. In addition to the Purchase Price as described above, the Purchaser shall pay to the Seller, at closing, accrued interest on the current principal amount of the related Mortgage Loans as of the related Cut-off Date at the weighted average Mortgage Interest Rate of those Mortgage Loans. The Purchase Price plus accrued interest as set forth in the preceding paragraph shall be paid to the Seller by wire transfer of immediately available funds to an account designated by the Seller in writing.

  • Purchase Price Payments 23 Section 10.02. THE PURCHASER NOTE.........................................................................23 ARTICLE XI Confidentiality.......................................................................................24 ARTICLE XII Term.................................................................................................25

  • Share Purchase Price The aggregate purchase price for the Purchased Shares (the "Share Purchase Price") will consist of the payment of an amount of cash, equal to $30.10 per Purchased Share, as set forth on Schedule I.

  • Base Purchase Price 10 3.2 Adjustments to Base Purchase Price..................................... 10 3.3

Time is Money Join Law Insider Premium to draft better contracts faster.