PURCHASE PRICE; OTHER PAYMENTS; ADJUSTMENT Sample Clauses

PURCHASE PRICE; OTHER PAYMENTS; ADJUSTMENT. ALLOCATION 21 4.1 Payment of Closing Purchase Price 21 4.2 Payment of Non-Competition Payment 22 4.3 Purchase Price Adjustment 22 4.4 Post-Closing Payment 24 4.5 Allocation of Purchase Price 25 4.6 Conduct of Business After Closing 26 ARTICLE 5. REPRESENTATIONS AND WARRANTIES OF PARENT 27 5.1 Due Incorporation 27 5.2 Due Authorization 27 5.3 Consents and Approvals; Authority Relative to this Agreement 28 5.4 Capitalization 28 5.5 Financial Statements; Undisclosed Liabilities 30 TABLE OF CONTENTS (continued) Page 5.6 No Adverse Effects or Changes 31 5.7 Title to Properties 33 5.8 Condition and Sufficiency of Assets 34 5.9 Real Property 34 5.10 Personal Property 36 5.11 Computer System 36 5.12 Intellectual Property 37 5.13 Contracts 38 5.14 Licenses 40 5.15 Insurance 40 5.16 Employee Benefit Plans and Employment Agreements 41 5.17 Employment and Labor Matters 44 5.18 Capital Improvements and Significant Non-Capital Expenditures 44 5.19 Taxes 44 5.20 No Defaults or Violations; Registrations 47 5.21 Environmental Matters 49 5.22 Litigation 49 5.23 No Conflict of Interest 50 5.24 Bank Accounts 50 5.25 Customers 51 5.26 Improper and Other Payments 51 5.27 Brokers 51 5.28 Accounting and Disclosure Controls 51 5.29 Benefit Plan Investors 52 5.30 Reports 52 5.31 Accuracy of Statements 52 5.32 UK Warranties 52 ARTICLE 6. REPRESENTATIONS AND WARRANTIES OF PURCHASER 52 6.1 Due Organization 52 6.2 Due Authorization 52 -ii- TABLE OF CONTENTS (continued) Page 6.3 Consents and Approvals; Authority Relative to this Agreement 53 6.4 Litigation 53 6.5 Brokers 53 ARTICLE 7. COVENANTS 54 7.1 Implementing Agreement 54 7.2 Access to Information and Facilities 54 7.3 Preservation of Business 55 7.4 Consents and Approvals 58 7.5 Maintenance of Insurance 59 7.6 Resignation of Officers and Directors 59 7.7 Supplemental Information 59 7.8 Confidentiality 59 7.9 Exclusivity 59 7.10 Use of Cargill Marks 60 7.11 Termination of Certain Agreements 60 7.12 Employees 60 7.13 Section 338(h)(10) Election 62 7.14 Meeting of CIS Limited 63 7.15 Delivery of 2005 Financial Statements 64 7.16 Removal of CIS Limited from existing VAT group 64 ARTICLE 8. CONDITIONS PRECEDENT TO OBLIGATIONS OF PURCHASER 64 8.1 Warranties True as of Both Present Date and Closing 64 8.2 Compliance with Agreements and Covenants 65 8.3 Consents and Approvals 65 8.4 Release of Liens 65 8.5 Estoppel Certificates 65 8.6 Documents 65 8.7 Xxxx-Xxxxx-Xxxxxx 65 8.8 European Commission or Other Antitrust 65 8.9 No Material Adver...
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Related to PURCHASE PRICE; OTHER PAYMENTS; ADJUSTMENT

  • Purchase Price Adjustments In case at any time and from time to time the Company shall issue any shares of Common Stock or Derivative Securities convertible or exercisable for shares of Common Stock (the number of shares so issued, or issuable upon conversion or exercise of such Derivative Securities, as applicable, being referred to as "Additional Shares of Common Stock") for consideration less than the then Market Price at the date of issuance of such shares of Common Stock or such Derivative Securities, in each such case the Conversion Price shall, concurrently with such issuance, be adjusted by multiplying the Conversion Price immediately prior to such event by a fraction: (i) the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to the issuance of such Additional Shares of Common Stock plus the number of shares of Common Stock that the aggregate consideration received by the Company for the total number of such Additional Shares of Common Stock so issued would purchase at the Market Price and (ii) the denominator of which shall be the number of shares of Common Stock outstanding immediately prior to the issuance of Additional Shares of Common Stock plus the number of such Additional Shares of Common Stock so issued or sold.

  • Purchase Price Credit Adjustments If on any day:

  • Purchase Price Adjustment (a) Not later than five Business Days prior to the Closing Date, the Contributor Parties shall prepare in good faith and deliver to Acquiror a preliminary settlement statement (the “Estimated Adjustment Statement”) setting forth (i) an estimated combined balance sheet of the Compression Group Entities as of the Closing Date, which balance sheet will be prepared in accordance with GAAP, applied consistently with the Contributor Parties’ past practices (including its preparation of the Unaudited Financial Statements) (the “Estimated Closing Date Balance Sheet”) based on the most recent financial information of the Compression Group Entities reasonably available to the Contributor Parties and the Contributor Parties’ reasonable estimates with respect to the assets, liabilities and members’ equity of the Compression Group Entities as of the Closing Date, (ii) a calculation of the difference, if any, between the Net Working Capital shown on the Estimated Closing Date Balance Sheet (the “Estimated Net Working Capital”) and the Net Working Capital Threshold, (iii) a calculation of the Debt shown on the Estimated Closing Date Balance Sheet (the “Estimated Closing Date Debt”), (iv) a calculation of the Cash shown on the Estimated Closing Date Balance Sheet (the “Estimated Closing Date Cash Amount”) and (v) a calculation of the estimated Purchase Price Adjustment Amount. Acquiror shall have the right, following Acquiror’s receipt of the Estimated Adjustment Statement, to object thereto by delivering written notice to ETP, on behalf of the Contributor Parties, no later than two Business Days before the Closing Date. To the extent Acquiror timely objects to the Estimated Adjustment Statement (or any component thereof), Acquiror and ETP, on behalf of the Contributor Parties, shall enter into good faith negotiations and attempt to resolve any such objection; provided, however, that if Acquiror and ETP, on behalf of the Contributor Parties, are unable to resolve such objection prior to the Closing Date, then the Contributor Parties’ calculations as reflected in the Estimated Adjustment Statement shall control solely for purposes of the payments to be made at Closing. To the extent Acquiror and ETP, on behalf of the Contributor Parties, resolve any such objection prior to the Closing, then the Parties shall jointly agree on a revised Estimated Adjustment Statement that shall control solely for purposes of the payments to be made at the Closing. The estimated Purchase Price Adjustment Amount that controls for purposes of the payments to be made at the Closing is referred to herein as the “Estimated Purchase Price Adjustment Amount.”

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

  • Adjustments to the Purchase Price The Purchase Price shall be adjusted as of the Closing Date by:

  • Adjustments to Purchase Price The Purchase Price shall be adjusted as follows:

  • Purchase Price; Allocation of Purchase Price (a) Subject to the terms and conditions of this Agreement, the purchase price for the Interests and the Purchased Assets (other than the Specified OUS Assets) (such amount, the “Purchase Price”) is payable as follows:

  • Base Price Adjustments The base aircraft price (pursuant to Article 3 of the Agreement) of the Option Aircraft will be adjusted to Boeing's and the engine manufacturer's then-current prices as of the date of execution of the Option Aircraft Supplemental Agreement.

  • 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.

  • Purchase Price; Payment of Purchase Price In addition to the Assumed Liabilities described below, the aggregate consideration for the Subject Assets (the “Purchase Price”) shall be the amount equal to: $2,000,000. The Purchase Price shall be subject to adjustment as set forth in Section 1.7 below as so adjusted.

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