Purchase Price Payment Adjustment Sample Clauses

Purchase Price Payment Adjustment. (a) As consideration for the Assets (and in addition to the consideration included elsewhere in this Agreement, including but not limited to in SECTIONS 6.5 and 6.7), the Purchaser agrees, subject to the terms, conditions and limitations set forth in this Agreement:
Sample 1
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Purchase Price Payment Adjustment a. As full consideration for the Target Assets, any good will associated with the Target Assets, the business and the Noncompetition Agreement, Buyer shall assume the Assumed Obligations and pay to Seller an aggregate sum of $2,475,000 less cash received by Seller in the realization of accounts receivable from the Target Office as such accounts receivable are reflected on the Net Asset Statement (as defined below) after November 30, 1999, plus accrued and unpaid payroll and payroll tax expenses and health insurance premiums all as reflected on the Net Asset Statement. Of this net amount, which will be reflected on a closing settlement statement to be agreed upon by the parties at Closing, (i) $125,000 will be in the form of a promissory note payable to Seller on the second anniversary hereof and bearing interest at the rate of 6% per year and (ii) the balance of which shall be paid to Seller in cash to the bank account designated by Seller in writing. pursuant to wire transfer instructions to be provided by Seller to Buyer. The foregoing is collectively referred to as the "Purchase Price."
Sample 1
Purchase Price Payment Adjustment. 3.1. The purchase price for the Business to be paid by PURCHASER to the SELLER shall be the aggregate amount of US$1,430,000,000 (one billion, four hundred and thirty million Dollars), subject to the Purchase Price Adjustments below, payable pursuant to Section 3.1.1 (“Purchase Price”), allocated as follows: (i) US$1,270,000,000, corresponding to the purchase price for NEWCO1’s Quotas, (ii) US$59,000,000, corresponding to the purchase price for ARG’s Quotas, and (iii) US$101,000,000, corresponding to the advance payment of the purchase price of the NEWCO2’s Quotas under the Purchase and Sale Commitment Agreement. The Purchase Price shall be paid in cash, by wire transfer of immediately available funds, in Reais converted as per the PTAX-800 rate of the day immediately prior to the corresponding payment date, to an account designated in writing by SELLER not less than 3 (three) Business Days prior to the Closing Date.
Sample 1
Purchase Price Payment Adjustment. On or before 3:00 p.m. (EST time), on the Funding Date(s), Buyer shall pay to Seller the Initial Funding Amount. Within thirty (30) days following the Transfer Date, Seller shall calculate an amount equal to: the actual collections received by or on behalf of the Seller between and including January 1, 2009 and January 31, 2009; minus two-million-eight-hundred-thousand-dollars ($2,800,000.00); the difference (which may be positive or negative) shall be multiplied by fifty-percent (50%). For example, if the actual collections are $3.0 million, the Seller shall pay the Buyer $100,000. If the actual collections are $2.6 million, the Buyer shall pay the Seller $100,000. The Seller shall then immediately inform the Buyer of this calculation and provide sufficient detail to allow the Buyer to adjust the Unpaid Balance for any Assets, as needed. If this amount is greater than zero, the Seller shall pay that amount to the Buyer within five (5) days. If this amount is less than zero, the Buyer shall pay that amount to the Seller within five (5) days. All of such funds must be paid in immediately available funds in United States Dollars by wire transfer to the payee’s bank account in accordance with the recipient’s wire transfer instructions.
Sample 1
Purchase Price Payment Adjustment. (a) The aggregate purchase price for (i) the Notes shall be equal to the Intercompany Debt (the "Note Purchase Price"), and (ii) the Stock shall be equal to Sixty-Two Million Eight Hundred Thousand Dollars ($62,800,000) minus ----- the Intercompany Debt (the "Stock Purchase Price," together with the Note Purchase Price, the "Purchase Price"), subject to adjustment as set forth in subsection (b) below. The Stock Purchase Price shall be paid by permitting the Assumed Debt to remain outstanding and, with respect to the balance, in immediately available funds. At Closing, Buyer shall pay to Seller an amount equal to the Purchase Price, as adjusted pursuant hereto, minus the Assumed Debt ----- by wire transfer to an account designated in writing by the Seller at least three business days prior to the Closing.
Sample 1
Purchase Price Payment Adjustment. (a) At least ten (10) days prior to the Closing, the Sellers shall provide to the Buyer an estimate as of the Closing Date, which, absent manifest error, shall be the basis for calculating, on a preliminary basis, of the value of the Qualified Liabilities for purposes of determining the number of shares of Buyer Common Stock to be issued to the LLC at Closing (the “Estimated Qualified Liabilities”).
Sample 1
Purchase Price Payment Adjustment 
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Related to Purchase Price Payment Adjustment

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

  • 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; 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.

  • 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.

  • 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.

  • 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:

  • Adjustment to Purchase Price (a) Subject to Section 3.3(b), at the Closing, the Purchase Price shall be adjusted, without duplication, to account for the items set forth in this Section 3.3(a):

  • Price Payment (a) ViewRay shall pay PEKO for the services (and Deliverables) that are provided to ViewRay pursuant to this Section 2 and any Work Statement, the fee specified in such Work Statement. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

  • Adjustment Payment If the Closing Working Capital exceeds the Target Working Capital, the Purchase Price shall be increased by the amount by which Closing Working Capital exceeds the Target Working Capital, and if the Closing Working Capital is less than the Target Working Capital, the Purchase Price shall be decreased by the amount by which Closing Working Capital is less than the Target Working Capital. In addition to the foregoing adjustment, (i) the Purchase Price shall be decreased by an amount equal to the Debt Amount and (ii) the Purchase Price shall be increased by an amount equal to the Closing Eligible Capital Expenditures. The Purchase Price as so increased or decreased under this Section 2.03(c) shall hereinafter be referred to as the “Adjusted Purchase Price”. If the Closing Date Payment is less than the Adjusted Purchase Price, Purchaser shall, and if the Closing Date Payment is more than the Adjusted Purchase Price, Seller shall, within 10 Business Days after the Statement becomes final and binding on the parties, make payment by wire transfer in immediately available funds in an amount equal to the absolute value of the difference between the Adjusted Purchase Price and the Closing Date Payment to one or more accounts designated in writing at least two Business Days prior to such payment by the party entitled to receive such payment, plus interest thereon at a rate of 5% per annum, calculated on the basis of the actual number of days elapsed divided by 365, from and including the Closing Date to but excluding the date of payment.

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