Purchase Price Rebate Sample Clauses

Purchase Price Rebate. Concurrently with the consummation of the Securities Purchase, the Company is paying to each Investor the cash sum, and issuing to it warrants (“Rebate Warrants” and, collectively with the Investment Warrants, the “Warrants”) to purchase the number of shares of the Company’s Common Stock. As set forth opposite each Investor’s name on Schedule I, representing a rebate on the Purchase Price (“Rebate”). The form of Rebate Warrants is attached as Exhibit C.
Sample 1
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Purchase Price Rebate. In consideration of Buyer’s agreement to assume the Assumed Liabilities, Seller shall (i) transfer and assign to Buyer the Purchased Assets as contemplated by this Agreement and (ii) pay the sum of Eight Million Two Hundred Fifty Thousand Dollars ($8,250,000), plus an amount equal to Seller’s gift card liability as reflected in the Seller’s books and records as of the Closing Time, minus an amount equal to forty percent (40%) of the sum of the value of (A) the Received Inventory in excess of Seven Million Five Hundred Thousand Dollars ($7,500,000) valued at the Seller’s cost value before markdowns or shrinkage as reflected in Seller’s books and records as of the Closing Time and consistent with the values reflected in the Disclosure Letter, plus the (B) the Ordered Inventory, valued at the Seller’s cost value before markdowns or shrinkage as reflected in Seller’s books and records as of the Closing Time and consistent with the values reflected in the Disclosure Letter (collectively, the “Purchase Price Rebate”). The Purchase Price Rebate shall be payable as follows: (i) the Purchase Price Rebate less (A) the Escrow Amount (as defined in Section 2.12) but in no event less than zero dollars ($0), and (B) Two Million Dollars ($2,000,000) (the “Installment Payment”), shall be payable to Buyer in cash by wire transfer of same day funds as of July 6, 2009, as directed by Buyer (the “Cash Purchase Price Rebate”), (ii) the Escrow Amount shall be payable to U.S. Bank National Association to be held in Escrow subject to Section 2.12 as of July 6, 2009 and (iii) the Installment Payment shall be payable without setoff for any reason in equal monthly installments by check or wire transfer to Buyer on the first day of the first month following the Closing Time and continuing on the first day of the first month each month thereafter for a total of twelve (12) months (the “Deferred Purchase Price Rebate”). Finish Line guaranties the full and prompt payment of the Cash Purchase Price Rebate, the Escrow Amount and the Deferred Purchase Price Rebate as and when due hereunder.
Sample 1

Related to Purchase Price Rebate

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

  • 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 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 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; 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 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; 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.

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

  • The Purchase Price Notwithstanding the termination of the Option, Grantee will be entitled to exercise its rights under this Section 6(c) if it has exercised such rights in accordance with the terms hereof prior to the termination of the Option.

  • Purchase Price Deposit The purchase price (the “Purchase Price”) for the Property, subject to adjustments as provided in this Agreement, shall be FIFTY MILLION TWO HUNDRED FIFTY THOUSAND DOLLARS and 00/100 Dollars ($50,250,000.00), and shall be paid as follows:

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