Xxxxx Estimated Purchase Price Sample Clauses

Xxxxx Estimated Purchase Price. No later than five (5) Business Days prior to the Closing Date, Seller shall provide to Buyer an estimate of the Xxxxx Final Purchase Price, which shall be equal to (i) the Xxxxx Enterprise Value, plus (ii) a good-faith estimate of the Xxxxx Closing Date Cash, minus (iii) a good-faith estimate of the Xxxxx Closing Date Indebtedness, plus (iv) a good-faith estimate of the Xxxxx Net Working Capital Adjustment Amount (which may be a positive or negative number), and minus (v) a good faith estimate of the Transaction Expenses (the “Xxxxx Estimated Purchase Price”), in each case, delivered with reasonable supporting detail with respect to the calculation of such amounts.
Sample 1
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Xxxxx Estimated Purchase Price. The term “Xxxxx Estimated Purchase Price” means the amount resulting from: (i) $1,124,500,000 minus (ii) $16,204,650 (the “Xxxxx Adjustment Escrow Amount”), (iii) minus $9,821,000 (the “Xxxxx Tax Indemnity Escrow Amount”) (iv) minus $5,000,000 (the “Special Tax Indemnity Escrow Amount”), plus (v) the Xxxxx Estimated Adjustment Amount (if the Xxxxx Estimated Adjustment Amount is a positive number), minus (vi) the absolute value of the Xxxxx Estimated Adjustment Amount (if the Xxxxx Estimated Adjustment Amount is a negative number). The Xxxxx Estimated Purchase Price shall be subject to adjustment following the Closing pursuant to Section 2.4 (as so adjusted, the “Xxxxx Purchase Price”).
Sample 1

Related to Xxxxx Estimated Purchase Price

  • 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 Adjustment (a) As soon as reasonably practicable, following each Closing Date, Purchaser shall prepare, or shall cause to be prepared, a Final Closing Statement for each Target Business Segment that is the subject of such Closing and a certificate of the chief financial officer directly overseeing the Target Companies comprising such Target Business Segment certifying that the Final Closing Statement was prepared in accordance with the Agreed Accounting Principles and engage Deloitte and Touche LLP (or such other registered public accounting firm of international reputation which is mutually acceptable to Parent and Purchaser) (the “Accounting Expert”) to (i) audit the Final Closing Statement and issue a report thereon, and (ii) certify in writing to Parent and Purchaser that such audit was conducted in accordance with the terms hereof, and Purchaser shall cause such report and such certificate to be produced no later than 120 days following each Closing Date. The Accounting Expert shall be provided reasonable access to the books, records and other relevant information of the Target Companies, Purchaser, Parent and their respective Representatives, to the extent necessary to complete its audit of the Final Closing Statement, and Purchaser and Parent shall, and shall cause their Representatives (including the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used in, and reasonably necessary for the preparation of, such Final Closing Statement and in order to respond to inquiries made by the Accounting Expert, and Purchaser shall cause the Subject Companies to prepare and deliver customary management representation letters as may be requested by the Accounting Expert. Parent shall be provided reasonable access to the books, records and other relevant information of the Target Companies, Purchaser, and their respective Representatives (including the working papers of Parent and the Accounting Expert in connection with the preparation and audit of the applicable Final Closing Statement), and Purchaser and Parent shall, and shall cause their Representatives (including the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used in the Final Closing Statement in order to respond to inquiries made by Parent. The Final Closing Statement shall be final and binding and shall be used in determining the Adjustment Amount, absent manifest error. The fees and expenses of the Accounting Expert shall be borne by Parent.

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