Subsequent Purchase Price. The aggregate purchase price for the Remaining Notes and the Remaining Warrants to be purchased by each Subsequent Purchaser at the Subsequent Closing (the "SUBSEQUENT PURCHASE PRICE") shall be $1,000 for each $1,000 of principal amount of Remaining Notes and related Remaining Warrants plus accrued and unpaid interest from the Issue Date through the date of the Subsequent Closing.
Subsequent Purchase Price. The purchase price per share of Additional Preference Share shall be $0.94 per share (the “Per Share Price”) and the aggregate purchase price for any issuance of Additional Preference Shares to be subscribed for and purchased by a Buyer at any Subsequent Closing (the “Subsequent Purchase Price”) shall be the product of (x) the Per Share Price and (y) the number of Additional Preference Shares that such Buyer is required to subscribe for and purchase the applicable Subsequent Closing.
Subsequent Purchase Price. On each Contract Grant Date subsequent to the Effective Restatement Date, the Subsequent Purchase Price shall be paid to Seller in the manner provided below:
(A) in cash, an amount equal to the difference of the aggregate Principal Balance of Triple-A Loans being made on the Contract Grant Date, minus (y) transaction fees and expenses payable by the Seller to the Company.
(B) to the extent that the Subsequent Purchase Price paid on any Subsequent Grant Date exceeds the sum of the amount of the cash payment in Section 4(d)(iii)(A) above plus the amount of transaction fees and expenses referred to in Section 4(d)(iii)(A)(y), such excess shall be paid, on the Contract Grant Date, by means of an increase in the principal balance of the Subordinated Note so that such Subordinated Note is equal to the Subordinated Interest on the Contract Grant Date.
Subsequent Purchase Price. The Subsequent Purchase Price to be paid by Buyer to Gottschalks on each Closing Date after the Initial Closing Date shall, subject to Section 3.4, be an amount equal to 100% of all Indebtedness owing in connection with all of the Subsequent Accounts as of the applicable Cut-Off Time. Each estimated Subsequent Purchase Price (the "Estimated Subsequent Purchase Price") shall be (i) calculated in the manner set forth on Exhibit A and (ii) paid by Buyer to Gottschalks on each Closing Date after the Initial Closing Date by wire transfer of immediately available funds pursuant to the daily settlement procedure set forth in Section 3.02 of the Servicing Agreement. Buyer and each Seller agree that the Initial Purchase Price (less the Prepaid Program Fee) and each Subsequent Purchase Price shall be allocated among the Account Portfolio Assets (and adjusted as soon as possible thereafter following any post-closing adjustments) in accordance with Section 1060 of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (the "Code").
Subsequent Purchase Price. The Purchaser shall pay each Subsequent Vendor at the applicable Subsequent Time of Closing the amount set out on Schedule 3.4 across from that Subsequent Vendor’s name, for that Subsequent Vendor’s Purchased Assets (each, the “Subsequent Purchase Price”).
Subsequent Purchase Price. On each Subsequent Closing Date, -------------------------- the Subsequent Purchase Price shall be paid to Seller in cash to be disbursed from the Reinvestment Account in an amount equal to the difference of (x) the Subsequent Purchase Price, minus (y) transaction fees and expenses, if any, payable by the Seller to the Company.
Subsequent Purchase Price. Each Subsequent Purchase Price shall be paid and satisfied as follows: (i) the amount equal to the Subsequent Purchase Price minus the Reserve Account Initial Deposit for the related Subsequent Transfer Date shall be paid by the Issuer to the Seller on the related Subsequent Transfer Date from the Pre-Funding Account pursuant to Section 5.8(b) in cash, by certified cheque or bank draft or by wire transfer in immediately available funds, in each case, payable to or to the order of the Seller and (ii) the balance, being the principal amount of the Subordinated Reserve Account Loan to be made by the Seller to the Issuer on the related Subsequent Transfer Date, and shall be deposited by the Issuer to the Reserve Account pursuant to Section 2.7.
Subsequent Purchase Price. (a) The purchase price for the Subsequent Acquisition Share Portion with respect to each Subsequent Acquisition (the “Subsequent Purchase Price”) shall be eighteen million seven hundred and fifty thousand Dollars ($18,750,000) (the “Base Purchase Price”); provided that if, as of any Anniversary Date, the LTM Gross Revenue is less than 97% or greater than 105% of the Target Gross Revenue, then the Subsequent Purchase Price shall be an amount equal to (i) the Base Purchase Price, multiplied by (ii) a fraction, the numerator of which is the LTM Gross Revenue as of such Anniversary Date and the denominator of which is the Target Gross Revenue.
(b) In any calculation of the Subsequent Purchase Price pursuant to Section 3.02(a) for the third and fourth Subsequent Acquisition, the LTM Gross Revenue will be adjusted (the “LTM Gross Revenue Adjustment”) to include gross revenue of Nutra that otherwise would have been earned by Nutra in the applicable period if not solely for the existence of the Annual Cost Saving. The LTM Gross Revenue Adjustment for such Subsequent Acquisition shall be mutually agreed to by Buyer and GNC pursuant to this Section 3.02(b).
Subsequent Purchase Price. The purchase price for the Acquired Assets related to the Subsequent Acquired Properties shall generally be equal to $580 multiplied by the number of Subscribers included in the Subsequent Acquired Properties as set forth on Exhibit C hereto, and this amount (the “Escrow Deposit”) shall be placed into escrow pursuant to an escrow agreement in the form of Exhibit D hereto (the “Escrow Agreement”) concurrently with the Initial Closing. Notwithstanding the foregoing, (x) the purchase price for the Acquired Assets related to a Subsequent Acquired Property with an Expiring RXX Agreement that has not been converted into an Extended RXX Agreement as of the 45-day anniversary of the Initial Closing shall be equal to two times the monthly gross margin on such property multiplied by the number of months remaining on the Expiring RXX Agreement at the date of purchase, and (y) the purchase price for the Acquired Assets related to a Subsequent Acquired Property with an Extended RXX Agreement shall be equal to the number of Subscribers included in such Subsequent Acquired Property multiplied by (A) $580 in the event that the Extended RXX Agreement has a term of at least one year but less than two years from the date of purchase, (B) $595 in the event that the Extended RXX Agreement has a term of at least two years but less than three years from the date of purchase, and (C) $610 in the event that the Extended RXX Agreement has a term of three years or more from the date of purchase. Such purchase price (the “Subsequent Purchase Price”) shall be subject to adjustment as provided in Section 1.01 and Section 1.06 and shall be payable at one or more Subsequent Closings as follows:
(i) An amount equal to 95% of the portion of the Subsequent Purchase Price payable at such Subsequent Closing shall be payable from the Escrow Deposit at such Subsequent Closing by wire transfer of immediately available funds to an account designated in writing by Seller prior to such Subsequent Closing (the “Subsequent Closing Payment”); and
(ii) An amount equal to 5% of the portion of the Subsequent Purchase Price payable at such Subsequent Closing (the “Subsequent Holdback Amount”) shall be payable from the Escrow Deposit on the 75-day anniversary of such Subsequent Closing, subject to reduction to satisfy any purchase price adjustment and/or indemnification claims of Purchaser pursuant to Section 1.06.
Subsequent Purchase Price. On each Contract Grant Date --------------------------- subsequent to the Effective Date, the Subsequent Purchase Price shall be paid to Seller in the manner provided below:
(A) in cash, an amount equal to the difference of (x) the aggregate Principal Balance of EagleFunding Loans being made on the Contract Grant Date, minus (y) transaction fees and expenses, if any, ----- payable by the Seller to the Company; and
(B) to the extent that the Subsequent Purchase Price paid on any Subsequent Grant Date exceeds the sum of the amount of the cash payment in Section 4(c)(ii)(A) above plus the amount of --------------------- transaction fees and expenses referred to in Section 4(c)(ii)(A), such ------------------- excess shall be paid, on the Contract Grant Date, by means of an increase in the principal balance of the Subordinated Note so that such Subordinated Note is equal to the Subordinated Interest on the Contract Grant Date.
