Purchase Price; Payments by Buyer Sample Clauses

Purchase Price; Payments by Buyer. (a) The aggregate consideration for the purchase and sale of the Equity Interests of the Company Successor at Closing shall be equal to an amount (such consideration, the “Purchase Price”) equal to: (i) Thirty Six Million Three Hundred Sixty Eight Thousand Two Hundred and Sixteen Dollars ($36,368,216), as adjusted pursuant to Section 2.4; plus (ii) the contingent right to receive the Adjustment Escrow Funds and the Transaction Bonus Escrow Funds; plus (iii) the Earnout Amount (if any), to the extent payable to the Seller Parties in accordance with Section 2.8. (b) At least three (3) Business Days prior to the Closing, the Seller shall have prepared and delivered to Buyer a closing statement (the “Closing Statement”), which shall set forth (i) the Company Group’s calculation of the estimated Cash Payment and (ii) a schedule of the applicable payment(s) to each Person receiving a payment pursuant to Section 2.2(b), in each case, based on the estimates and adjustments set forth in the Net Working Capital Certificate as set forth and pursuant to Section 2.4(a) and calculated in accordance with the Net Working Capital Schedule. Together with the Closing Statement, Seller shall deliver to Buyer such data with respect to the determination of each of the component of the Cash Payment as Buyer reasonably requests for the purposes of Buyer’s review of the Closing Statement (it being understood and agreed that Xxxxx’s acceptance of the Closing Statement shall not be deemed to waive or otherwise impair any rights of Buyer relating to its preparation of the Buyer Certificate and the adjustments to the Cash Payment pursuant to Section 2.4, or waive, limit or otherwise modify its rights to indemnification under ARTICLE 8 (Indemnification)). Notwithstanding anything to the contrary in this Agreement, Buyer shall have the right to rely upon the Closing Statement without any obligation to make any investigation or inquiry of any nature in connection therewith, and Buyer and the Company Group shall not have any Liability to any Person solely as a result of delivering any amounts under this Agreement that are required to be paid directly by Buyer to the Shareholders on the basis of their Pro Rata Share in accordance with the Closing Statement, so long as Buyer delivers such amounts in the amounts and to the accounts as are designated in the Closing Statement. Notwithstanding anything to the contrary in this Agreement, the calculation of the aggregate Closing Cash shall be red...
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Purchase Price; Payments by Buyer. (a) The purchase price payable to Sellers by Buyer for the Purchased Equity Interests (the “Purchase Price”) shall be the Closing Consideration (allocated between the Purchased Units and the Purchased Shares as set forth in Annex III), subject to the adjustments provided in this ARTICLE II. (b) At least three (3) Business Days prior to the Closing Date, Sellers will prepare and deliver to Buyer a closing statement (the “Closing Statement”), that sets forth, among other things, in reasonable detail, Sellers’ good faith estimate, as of the contemplated Closing Date, of the Closing Consideration (the “Estimated Closing Consideration”) (including estimates of any Acquired Entity Indebtedness (“Estimated Acquired Entity Indebtedness”), which shall, in the case of any Acquired Entity Indebtedness constituting indebtedness for borrowed money, be the amount reflected in any applicable Payoff Letters, the Acquired Entity Cash and Cash Equivalents (the “Estimated Acquired Entity Cash and Cash Equivalents”), any Acquired Entity Transaction Expenses (the “Estimated Acquired Entity Transaction Expenses”), which, to the extent that Sellers have received invoices therefor, shall be the amount reflected in the applicable invoices, and the Closing Net Working Capital (the “Estimated Closing Net Working Capital”), in each case, together with reasonably detailed supporting documentation, including each component thereof). After the delivery of the Closing Statement and prior to the Closing Date, Sellers shall cause Buyer and its Representatives to be given prompt and reasonable access to the books and records of Sellers, the Acquired Entities and their respective Representatives (including final working papers, schedules and calculations) to the extent reasonably relating to the Estimated Acquired Entity Indebtedness, the Estimated Acquired Entity Cash and Cash Equivalents, the Estimated Acquired Entity Transaction Expenses and the Estimated Closing Net Working Capital and the calculation of each of the foregoing. Buyer and its Representatives may make inquiries of Sellers, the Acquired Entities and their respective Representatives regarding questions concerning, or disagreements with, the Estimated Acquired Entity Indebtedness, the Estimated Acquired Entity Cash and Cash Equivalents, the Estimated Acquired Entity Transaction Expenses and the Estimated Closing Net Working Capital arising in the course of their review thereof, and Sellers shall, and shall cause the Acquired E...
Sample 1
Purchase Price; Payments by Buyer. (a) The aggregate consideration for the purchase and sale of the Acquired Equity at Closing will be an amount in cash equal to the Cash Payment (such aggregate consideration, the “Purchase Price”). (b) At least one (1) Business Day prior to the Closing, the Seller shall prepare and deliver to Buyer a closing statement (the “Closing Statement”), which shall set forth the Seller’s calculations of (i) the Cash Payment, and (ii) a schedule of the applicable payment(s) to each Person receiving payments pursuant to Section 2.2(c) hereof, each based on the estimates and adjustments set forth in the Net Working Capital Certificate. (c) At the Closing, Buyer shall: (i) on behalf of the Seller, pay to such accounts or account as the Seller specifies in the Closing Statement the aggregate amount of all Transaction Expenses as of the Closing; and (ii) pay to the Seller, an aggregate amount in cash equal to the Cash Payment by wire transfer of immediately available funds. (d) Subject to the terms and conditions of the Transition Services Agreement, in substantially the form of Exhibit B to this Agreement, Buyer shall also pay Seller the amount of One Million Five Hundred Thousand Dollars ($1,500,000) (the “TSA Completion Payment”), if earned.
Sample 1

Related to Purchase Price; Payments by Buyer

  • 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.

  • Payment of Purchase Price The Purchase Price shall be paid as follows:

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

  • 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.

  • Adjustment of Purchase Price (a) On or before 12:00 noon, Eastern time, on the thirtieth (30th) calendar day following the Closing Date, Seller shall deliver to Purchaser the Final Closing Statement and shall make available the work papers, schedules and other supporting data used by Seller to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts set forth in the Final Closing Statement. (b) The determination of the Adjusted Payment Amount shall be final and binding on the parties hereto on the thirtieth (30th) calendar day after receipt by Purchaser of the Final Closing Statement, unless Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The fees of any such accounting firm shall be divided equally between Seller and Purchaser. (c) On or before 12:00 noon, Eastern time, on the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, the date of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing payment.

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

  • Allocation of Purchase Price (i) The sum of the Purchase Price and the amount of the Assumed Liabilities (to the extent properly taken into account under the Code) shall be allocated among Sellers and (ii) the amount allocated to the Acquired Assets sold by each such Seller shall be further allocated among such Acquired Assets in accordance with Section 1060 of the Code and the Treasury Regulations promulgated thereunder (the “Allocation”). The Allocation shall be delivered by Buyer to Sellers within one hundred and twenty (120) days after the Closing. Sellers’ Representative, on behalf of Sellers, will have the right to raise reasonable objections to the Allocation within thirty (30) days after Buyer’s delivery thereof, in which event Buyer and Sellers’ Representative will negotiate in good faith to resolve such dispute. If Buyer and Sellers’ Representative cannot resolve such dispute within fifteen (15) Business Days after Sellers’ Representative notify Buyer of such objections, such dispute with respect to the Allocation shall be resolved promptly by the Neutral Accountant, the costs of which shall be shared in equal amounts by Buyer, on the one hand, and Sellers, on the other hand. The decision of the Neutral Accountant in respect of the Allocation shall be final and binding upon Buyer and Sellers. Buyer and Sellers shall file all Tax Returns (including, but not limited to, Internal Revenue Service Form 8594) consistent with the Allocation absent a change in Law; provided, however, that nothing contained herein shall prevent Buyer or any Seller from settling any proposed deficiency or adjustment by any Tax Authority based upon or arising out of the Allocation, and neither Buyer nor any Seller shall be required to litigate before any court any proposed deficiency or adjustment by any Tax Authority challenging such Allocation. Buyer and any applicable Seller shall promptly notify and provide the other with reasonable assistance in the event of an examination, audit, or other proceeding relating to Taxes regarding the Allocation of the Purchase Price and the amount of the Assumed Liabilities pursuant to this Section 3.4. Notwithstanding any other provisions of this Agreement, the foregoing agreement shall survive the Closing Date without limitation.

  • Payment of Purchase Price Upon Exercise At the time of any exercise, the Exercise Price of the Shares as to which this Option is exercised shall be paid in cash to the Company, unless, in accordance with the provisions of Section 4.2(c) of the Plan, the Board shall permit or require payment of the purchase price in another manner set forth in the Plan.

  • Post-Closing Purchase Price Adjustment 1.9.1 Within ninety (90) days following the Closing Date, Seller shall prepare, or cause to be prepared, and deliver to Purchaser a statement (the “Closing Net Working Capital Statement”) which shall set forth the Net Working Capital of the Newsprint Business and of Apache as of the Closing Time (which shall be set forth separately for each of the Newsprint Business and Apache, but as aggregated shall be referred to as the “Closing Net Working Capital”) and shall be prepared in accordance with Seller’s past accounting methods, policies, practices and procedures and in the same manner, with consistent classification and estimation methodology, as the Financial Statements were prepared, except that the Excluded Assets and the Newsprint Retained Obligations shall be excluded. The Closing Net Working Capital Statement may not be amended by Seller after it is delivered to Purchaser. 1.9.2 Purchaser shall, within thirty (30) days after the delivery of the Closing Net Working Capital Statement to it, complete its review of the Closing Net Working Capital reflected on the Closing Net Working Capital Statement. If Purchaser wishes to dispute the Closing Net Working Capital, Purchaser shall notify Seller in writing in reasonable detail of such disagreement and any reason therefore (“Purchaser’s Objection”), setting forth a specific description of the basis of Purchaser’s Objection and the adjustments to the Closing Net Working Capital that Purchaser believes should be made, on or before the last day of such thirty (30) day period, which Purchaser’s Objection may not be amended by Purchaser after it is delivered to Seller (except to withdraw any such Purchaser’s Objection). Any items on the Closing Net Working Capital Statements not disputed in Purchaser’s Objection shall be irrevocably deemed to be accepted by Purchaser. Seller shall then have thirty (30) days to review and respond to Purchaser’s Objection. If Seller and Purchaser are unable to resolve all of their disagreements with respect to the determination of the foregoing items within thirty (30) days following Seller’s receipt of Purchaser’s Objection (the “Negotiation Period”), they shall refer their remaining differences to a mutually agreeable independent accounting firm of national recognition (other than an independent accounting firm utilized by any of Seller, Apache or Purchaser or any Affiliate of any of the foregoing within the past three (3) years) acceptable to both Seller and Purchaser or if Seller and Purchaser are unable to agree as to such third party accounting firm within ten (10) days after the conclusion of the Negotiation Period, either Seller or Purchaser may request that the Chairman of the American Arbitration Association (or the nominated representative of the Chairman) appoint a third party accounting firm meeting the aforementioned requirements to resolve the dispute (the accounting firm selected being referred to as the “CPA Firm”), who shall determine, only with respect to the remaining differences so submitted, whether and to what extent, if any, the Closing Net Working Capital requires adjustment. The procedure and schedule under which any dispute shall be submitted to the CPA Firm shall be as follows: (a) Within ten (10) days after the later of (i) the end of the Negotiation Period and (ii) the selection of the CPA Firm, Purchaser shall submit any unresolved elements of the Purchaser’s Objection to the CPA Firm in writing (with a copy to Seller), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute a withdrawal by Purchaser of the Purchaser’s Objection with respect to any unresolved element to which such failure relates. (b) Within fifteen (15) days following Purchaser’s submission of the unresolved elements of the Purchaser’s Objection as specified in sub-clause (a) above, Seller shall submit its response to the CPA Firm in writing (with a copy to Purchaser), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute an acceptance by Seller with respect to any unresolved elements to which such failure relates. (c) The CPA Firm shall deliver its written determination to Purchaser and Seller no later than the thirtieth (30th) day after the remaining differences underlying Purchaser’s Objection are referred to the CPA Firm, or such longer period of time as the CPA Firm determines is necessary.

  • 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.

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