Purchase Price; Purchase Price Allocation. (a) (i) The aggregate purchase price for the Shares shall be One Hundred Sixteen Million Dollars ($116,000,000) (the "Base Purchase Price") of which Eighty Million Dollars ($80,000,000) shall be paid in cash (the "Base Cash Purchase Price") and Thirty-Six Million Dollars ($36,000,000) shall be paid by delivery of the Subordinated Note, subject to adjustment as provided for in Exhibit 2.02(a). The Base Cash Purchase Price is subject to adjustment as provided in Section 2.07 (the Base Purchase Price, as so adjusted, being the "Purchase Price").
Purchase Price; Purchase Price Allocation. 2.3.1 The purchase price for the Property shall be an amount equal to Three Hundred Seventy Two Million Three Hundred Thousand Dollars ($372,300,000) (the “Purchase Price”), as adjusted for the prorations and allocations provided herein, including those prorations and allocations described in Article IX hereof (the “Adjusted Purchase Price”), a portion of which is intended to be paid for the Rehabilitation Improvements, which have not been “placed in service” (within the meaning of Treas. Reg. §1.48-12(f)(2)). Each of Seller and Purchaser may report such allocation of the Purchase Price on its respective income tax returns as it determines in its sole discretion. Notwithstanding the immediately preceding sentence, for purposes of the New York State Department of Taxation and Finance Form AU-196.10 and all affidavits and forms required to be filed or recorded in connection with the recordation of the Deed only (collectively, the “Subject Tax Documents”), Seller and Purchaser shall reasonably agree on an allocation of the Purchase Price among real and personal property no later than the date which is forty-five (45) days before the date on which Completion of Construction is anticipated to occur. If Seller and Purchaser are unable to agree on an allocation on or before such date, Seller and Purchaser shall submit the matter to the Adjustments Expert for resolution. The Adjustments Expert shall make an independent allocation and submit such allocation to the parties in writing within ten (10) days following its receipt of the submission by Seller and Purchaser of such matter. The Adjustments Expert’s written determination of such matter shall be binding upon the parties for purposes of the Subject Tax Documents only. Seller and Purchaser agree that not later than three (3) Business Days after Purchaser and Seller (or the Adjustments Expert) agree upon such allocation of the Purchaser Price among real and personal property, Purchaser shall deliver to Seller a completed New York State Department of Taxation and Finance Form AU-196.10, and upon Seller’s reasonable review and approval thereof within three (3) Business Days of Seller’s receipt thereof and in any event on or prior to the date submission is required under Applicable Law, Purchaser shall deliver same to the “NYS Tax Department” pursuant to the instructions set forth on page 2 thereof. Purchaser shall be solely responsible for the payment of any amount determined by the New York State Department of Ta...
Purchase Price; Purchase Price Allocation. (a) The aggregate purchase price for the Shares and the Related Assets and Liabilities shall be $170,000,000 in cash (the "Base Purchase Price"), subject to adjustment as provided in Section 2.08 (the Base Purchase Price, as so adjusted, being the "Purchase Price").
Purchase Price; Purchase Price Allocation. (a) In consideration for the sale of the Conveyed Assets, at the Closing, Purchaser shall pay to Seller $900,000 (the “Purchase Price”). The Purchase Price shall be payable in cash by wire transfer of immediately available funds to an account designated by Seller to Purchaser in writing at least three (3) Business Days prior to Closing.
Purchase Price; Purchase Price Allocation. (a) The aggregate purchase price for the Assets is $5,627,278 (the “Purchase Price”). The Purchase Price is final and shall not be adjusted.
Purchase Price; Purchase Price Allocation. (a) The total consideration payable by Purchaser for the sale by the Sellers of the BlueMountain Interests shall be an aggregate amount equal to the sum of (i) the Seller Closing Consideration and (ii) the Contribution Amount (together, the “Purchase Price”). Each Seller’s share of the Seller Closing Consideration shall be payable (A) in the case of each Principal Seller, in any combination of cash, shares of Parent Common Stock and/or a promissory note substantially in the form annexed hereto as Exhibit B (the “Promissory Note”) and (B) in the case of any other Seller, in cash, in each case as set forth in this Section 1.3.
Purchase Price; Purchase Price Allocation. The aggregate consideration to be paid by Buyer to Seller for the Interests shall be:
Purchase Price; Purchase Price Allocation. (a) The “
Purchase Price; Purchase Price Allocation. Buyer and Seller hereby agree that the Purchase Price shall be Thirty Eight Million Six Hundred Fifty Thousand and 00/100 Dollars ($38,650,000.00). The Purchase Price shall be allocated as set forth on Exhibit A, attached hereto.
Purchase Price; Purchase Price Allocation
