Settlement of Adjusted Purchase Price Sample Clauses

Settlement of Adjusted Purchase Price. Within 10 days after the final determination of the Closing Statement of Net Assets, Seller shall pay to Purchaser the amount by which the Net Asset Value (as hereinafter defined) as set forth on the Reference Statement of Net Assets exceeds the Net Asset Value as set forth on the Closing Statement of Net Assets, or Purchaser shall pay to Seller the amount by which the Net Asset Value as set forth on the Closing Statement of Net Assets exceeds the Net Asset Value, as set forth on the Reference Statement of Net Assets, as the case may be. In the event Purchaser disputes any part of the Closing Statement of Net Assets pursuant to the provisions of Section 4.2 of this Agreement, those portions of the Closing Statement of Net Assets which are not in dispute shall be deemed finally determined, and the payer of any adjustment due in accordance with this Section 4.4 shall nevertheless pay to the payee, within 30 days after the date the Closing Statement of Net Assets is delivered to Purchaser by Seller, all amounts then due with respect to such portion of the Closing Statement of Net Assets which has been deemed finally determined. The amount of the payments described in this Section 4.4 shall be paid by Seller to Purchaser, or by Purchaser to Seller, as the case may be, with interest thereon from the Closing Date to the date of such payment, calculated at a floating rate equal to the "Prime Rate" quoted by The Chase Manhattan Bank, N.A., New York, New York from time to time after the Closing Date to the date of payment, in immediately available funds remitted by wire transfer to a bank designated by the payee thereof. The parties understand and agree that the adjusted purchase price mechanism set forth in Sections 4.1 - 4.5 is not intended to apply to disputes or questions regarding the Reference Statement of Net Assets or the preparation thereof, which disputes or questions instead shall be evaluated and decided under Article XVI as a breach of warranty.
Sample 1
AutoNDA by SimpleDocs
Settlement of Adjusted Purchase Price. Within ten (10) days after the final determination of the Closing Balance Sheet, Seller shall pay to Purchaser the amount, if any, by which the Net Asset Value of the Business as set forth on the Closing Balance Sheet is less than an amount equal to twenty six million fifty thousand dollars ($26,050,000) ("Guaranteed Net Asset Value Amount") . The amount of the payments described in this SECTION 4.4 shall be paid by Seller to Purchaser with interest thereon from the Effective Date to the date of such payment, calculated at a rate equal to fifty basis points greater than LIBOR as quoted in the Wall Street Journal on the Closing Date ("Applicable Interest Rate"), in immediately available funds remitted by wire transfer to a bank designated by the payee thereof.
Sample 1
Settlement of Adjusted Purchase Price. Within ten (10) days after the final determination of the Closing Balance Sheet, Seller shall pay to Purchaser the amount by which the Working Capital (as defined on Schedule 1.5 hereto) of the Business as set forth on the Closing Balance Sheet is less than Six Million Dollars ($6,000,000), or Purchaser shall pay to Seller the amount by which the Working Capital of the Business as set forth on the Closing Balance Sheet exceeds Six Million Dollars ($6,000,000), as the case may be. The amount of the payments described in this Section 1.5 shall be paid by Seller to Purchaser, or by Purchaser to Seller, as the case may be, with interest thereon from the Closing Date to the date of such payment, calculated at a rate equal to the "Prime Rate" quoted by the Chase Manhattan Bank, N.A., New York, New York (the "Chase Prime Rate") on the Closing Date, in immediately available funds remitted by wire transfer to a bank account designated by the payee thereof. The parties understand and agree that the adjusted purchase price mechanism described in these Sections 1.3 through 1.5 is not intended to apply to disputes or questions regarding the Reference Balance Sheet or the preparation thereof; which disputes or questions instead shall be evaluated under the terms of Article III (to the extent such provisions of Article III apply).
Sample 1
Settlement of Adjusted Purchase Price. 7 4.5 Net Asset Value...................................................8 4.6
Sample 1
Settlement of Adjusted Purchase Price. Within 10 days after the final determination of the Closing Statement of Net Assets in accordance with Section 4.2, Seller shall pay to Purchaser the amount by which the Net Asset Value of the Business as set forth on the Reference Statement of Net Assets exceeds the Net Asset Value of the Business as set forth on the Closing Statement of Net Assets, or Purchaser shall pay to Seller the amount by which the Net Asset Value of the Business as set forth on the Closing Statement of Net Assets exceeds the Net Asset Value, as set forth on the Reference Statement of Net Assets, as the case may be. The amount of the payments described in this Section 4.4 shall be paid by Seller to Purchaser, or by Purchaser to Seller, as the case may be, with interest thereon from the Closing Date to the date of such payment, calculated at a rate equal to the "Prime Rate" quoted by The Chase Manhattan Bank, N.A., New York, New York on the Closing Date, in immediately available funds remitted by wire transfer to a bank designated by the payee thereof. The parties understand and agree that the adjusted purchase price mechanism described in these Sections 4.1 - 4.4 is not intended to apply to disputes or questions regarding the Reference Statement of Net Assets or the preparation thereof; which disputes or questions instead shall be evaluated under the terms of Article VIII (to the extent such provisions of Article VIII apply).
Sample 1

Related to Settlement of Adjusted Purchase Price

  • Certificate of Adjusted Purchase Price or Number of Shares Whenever an adjustment is made as provided in Section 11 and Section 13 hereof, the Company shall (a) promptly prepare a certificate setting forth such adjustment and a brief statement of the facts accounting for such adjustment, (b) promptly file with the Rights Agent, and with each transfer agent for the Preferred Stock and the Common Stock, a copy of such certificate, and (c) mail a brief summary thereof to each holder of a Rights Certificate (or, if prior to the Distribution Date, to each holder of a certificate representing shares of Common Stock) in accordance with Section 26 hereof. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained.

  • Deferred Purchase Price On each Business Day on and after the Final Payout Date, the Servicer, on behalf of the Agent, shall pay to the SPV an amount equal to the Collections of Receivables received by the SPV less the accrued and unpaid Servicing Fee (and the SPV (or the Servicer on its behalf) shall apply such Collections in the manner described in Section 2.14).

  • 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.”

  • Calculation of Purchase Price The “Purchase Price” to be paid to each Originator in accordance with the terms of Article III for the Receivables and the Related Rights that are purchased hereunder from such Originator shall be determined in accordance with the following formula: PP = OB x FMVD where: PP = Purchase Price for each Receivable as calculated on the relevant Payment Date. OB = The Outstanding Balance of such Receivable on the relevant Payment Date. FMVD = Fair Market Value Discount, as measured on such Payment Date, which is equal to the quotient (expressed as percentage) of (a) one, divided by (b) the sum of (i) one, plus (ii) the product of (A) the Prime Rate on such Payment Date, times (B) a fraction, the numerator of which is the Days’ Sales Outstanding (calculated as of the last day of the Fiscal Month immediately preceding such Payment Date) and the denominator of which is 365 or 366, as applicable.

  • Estimated Purchase Price Not less than five (5) Business Days prior to the anticipated Closing Date, the Seller shall deliver or cause the Company to deliver to the Buyer a good faith estimate of the consolidated balance sheet of the Company and the Consolidated Subsidiaries as of the close of business on the Closing Date (the “Preliminary Closing Balance Sheet”) together with the Seller’s good faith estimate of the Purchase Price (the “Estimated Purchase Price”). The Preliminary Closing Balance Sheet (i) shall be prepared in a manner consistent with the format and methodology of the Pro Forma Balance Sheet, (ii) subject to the adjustments set forth on the Pro Forma Balance Sheet, shall be in accordance with GAAP applied consistently with the Company’s past practices (to the extent such past practices are consistent with GAAP), and (iii) may exclude all footnotes. The Preliminary Closing Balance Sheet shall be certified as meeting the foregoing requirements by the Seller. The Preliminary Closing Balance Sheet and the Estimated Purchase Price shall be accompanied by all relevant backup materials and schedules, in detail reasonably acceptable to the Buyer, including, without limitation, the Seller’s good faith estimate of the Closing Book Value, Closing Indebtedness and Closing Transaction Expenses. As promptly as practicable, but in no event more than two (2) Business Days after the Seller’s delivery of the Preliminary Closing Balance Sheet, the Buyer shall identify to the Seller any adjustments to the Preliminary Closing Balance Sheet that the Buyer reasonably believes are required to accurately calculate the Estimated Purchase Price. In the event the Buyer has identified any adjustments to the Preliminary Closing Balance Sheet, then not later than two (2) Business Days prior to the anticipated Closing Date, the Seller shall re-deliver or cause the Company to re-deliver to the Buyer a revised Preliminary Closing Balance Sheet, setting forth the adjustments that the Seller believes in good faith to be required to accurately calculate the Estimated Purchase Price based on the Seller’s discussions with the Buyer, together with the Seller’s resulting estimate of the Estimated Purchase Price.

  • Determination of Purchase Price The Securities Administrator will be responsible for determining the Purchase Price for any Mortgage Loan that is sold by the Trust or with respect to which provision is made for the escrow of funds pursuant to this Section 2.03 and shall at the time of any purchase or escrow certify such amounts to the Depositor; provided that the Securities Administrator may consult with the Servicer to determine the Purchase Price unless the Servicer is the Purchaser of such Mortgage Loan. If, for whatever reason, the Securities Administrator shall determine that there is a miscalculation of the amount to be paid to the Trust, the Securities Administrator shall from monies in a Distribution Account return any overpayment that the Trust received as a result of such miscalculation to the applicable Purchaser upon the discovery of such overpayment, and the Securities Administrator shall collect from the applicable Purchaser for deposit to the Securities Account any underpayment that resulted from such miscalculation upon the discovery of such underpayment. Recovery may be made either directly or by set-off of all or any part of such underpayment against amounts owed by the Trust to such Purchaser.

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

  • 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.

  • 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):

  • 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:

Time is Money Join Law Insider Premium to draft better contracts faster.