Additional Purchase Price Amount definition

Additional Purchase Price Amount means the amount that needs to be paid to Seller such that after taking into account all income Taxes payable by the shareholder of Seller (or if shareholder of Seller is not a taxpayer, the grantor or owner that is treated as a taxpayer) on such additional payment, the net after-Tax amount received by the shareholder of Seller equals the Additional Income Taxes. All such amounts shall be computed assuming that Seller is taxed as an S corporation and the Company is treated as a disregarded entity. For the avoidance of doubt, the Additional Purchase Price Amount shall not include any California franchise Taxes of Seller and such Taxes shall be governed by S ection 5.10(g).
Sample 1
Additional Purchase Price Amount shall have the meaning specified in Exhibit C.
Sample 1
Additional Purchase Price Amount means an amount, if any, equal to the lesser of (i) $200,000 and (ii) the product of (A) the aggregate amount allocated to the FMV Inventory pursuant to the Allocation Agreement, minus the aggregate book value (as shown on the Seller’s books) of the FMV Inventory, and (B) 10%.
Sample 1

Examples of Additional Purchase Price Amount in a sentence

  • Parent and Merger Sub shall (a) be entitled to rely on the 2012 Additional Purchase Price Statement with respect to the amount of the 2012 Additional Purchase Price Amount and the 2012 Additional Payroll Amount and (b) other than as provided in Sections 3.4.3 and 3.4.4, have no liability to the Company, the Equityholders or any other Person with respect to the payment or calculation of such amounts.

  • The Closing Financials and Computations will include a calculation of the Additional Purchase Price Amount described in Exhibit 1.4 hereto ("Additional Purchase Price Amount").

  • Within one hundred twenty (120) days following the determination of the Closing Net Purchase Price (and the resulting Additional Purchase Price Amount or Purchase Price Reduction Amount, as applicable) pursuant to Section 2.6(c), Purchaser shall prepare and deliver a draft of its Form 8594, completed in a manner consistent with the Allocation Schedule, to Seller.

  • The Sellers and Holdings will provide for all year-end expense adjustments on a pro-rata basis in the preparation of the Closing Financials and Computations and disbursement of the Reserve Amount and the Additional Purchase Price Amount in accordance with Section 1.4(b) above.

  • Immediately thereafter, Holdings shall pay to the Sellers the remaining Reserve Amount, if any, or all of the Reserve Amount, if appropriate and the Additional Purchase Price Amount, together with interest on said refunded Reserve Amount, if any, and the Additional Purchase Price Amount calculated from the Closing Date at a rate of interest equal to the rate of interest in effect at Closing for 90-day United States Treasury obligations.

  • The determination of the Final Purchase Price (as well as the Additional Purchase Price Amount or the Purchase Price Reduction Amount, as applicable) by such accountants shall be final and binding on all parties for purposes of this Section 2.2.

  • The Seller and Purchaser further agree that none of the Escrow Amount, the Additional Purchase Price Amount and any Earn Out Payment (if made) is allocable to the FMV Inventory.

  • To secure the payment of any remaining unpaid Additional Purchase Price Amount, on or after the Amendment Date, the Seller may file such Uniform Commercial Code financing statements as are necessary to evidence a first priority security interest (the “Seller Security Interest”) in the Purchased Assets (other than the Gestiva Inventory, any Receivables and the proceeds of the Gestiva Inventory or the Receivables).

  • Notwithstanding the preceding sentence, the maximum amount of cash consideration (including both the aggregate Per Share Cash Consideration and all cash included as part of the Additional Purchase Price Amount Per Share) that may be paid in connection with the Merger (the “Maximum Cash Amount”) shall not exceed $8,500,000, unless otherwise determined by ANB in its sole discretion.

  • Licensee agrees not to exercise the Retained License Rights unless and until the Licensor breaches its obligation to pay any portion of the Additional Purchase Price Amount (other than the First Additional Purchase Price Payment) then due or any undisputed Reimbursable Expenses and such payment failure continues beyond the applicable cure period provided for in the Purchase Agreement (a “Payment Default”).


More Definitions of Additional Purchase Price Amount

Additional Purchase Price Amount means the amounts payable pursuant to Sections 4.2(b)(ii)-(iii)(A) below in the event the Acquiror notifies Seller of its election to chose Payment Schedule 1, and means the amounts payable pursuant to Sections 4.2(b)(ii)-(iii)(B) below in the event the Acquiror notifies Seller of its election to chose Payment Schedule 2.
Sample 1
Additional Purchase Price Amount means an amount equal to the gross amount that Seller would need to receive to enable Seller to make a cash distribution to the shareholders of Seller such that the shareholders of Seller would receive a net amount of cash (after deducting any and all fees, costs, expenses and Taxes) equal to the Net Purchase Price Shortfall as calculated pursuant to Exhibit A attached hereto.
Sample 1
Additional Purchase Price Amount means, if the Final Purchase Price is greater than the Closing Purchase Price, the amount by which the Final Purchase Price is greater than the Closing Purchase Price.
Sample 1
Additional Purchase Price Amount has the meaning set forth in Section 4.2(b). --------------
Sample 1
Additional Purchase Price Amount means the amounts payable pursuant to Sections 4.2(b)(A)(ii)-(vi).
Sample 1
Additional Purchase Price Amount means (i) $9,200,000 if the Effective Date of the transactions contemplated by this Agreement is May 1, 2010 or (ii) $8,400,000 if the Effective Date of the transactions contemplated by this Agreement is June 1, 2010.
Sample 1

Related to Additional Purchase Price Amount

  • Additional Purchase Price has the meaning provided in Section 1.2(b).

  • Final Purchase Price has the meaning set forth in Section 2.02.

  • Original Purchase Price means the price paid by you for the motor vehicle or a maximum of 110% of the market value of the vehicle as defined by Glass's Guide Retail at time of purchase, whichever is the lesser (including all factory fitted accessories) and after any discount given, but does not include the cost of dealer fitted accessories, road fund licence, new vehicle registration fee, fuel, paintwork and/or upholstery protection kits, insurance premiums (including the premium for this policy), warranty premiums, any finance arrears and any such associated costs and any negative equity transferred from a previous finance agreement.

  • Optional Purchase Price has the meaning set forth in Section 8.1 of the Sale and Servicing Agreement.

  • Cash Purchase Price has the meaning set forth in Section 2.1(b).

  • Closing Date Purchase Price shall have the meaning set forth in Section 2.1 hereof.

  • Total Purchase Price means the aggregate amount payable by the Purchaser as set out in Appendix A of this Agreement.

  • Closing Purchase Price shall have the meaning ascribed to such term in Section 2.1(b), which aggregate purchase price shall be net of the underwriting discounts and commissions.

  • Loan Purchase Price With respect to any Home Equity Loan purchased from the Trust on or prior to a Monthly Remittance Date pursuant to Section 3.04, 3.06(b) or 8.10(b) hereof, an amount equal to the outstanding principal balance of such Home Equity Loan as of the date of purchase (assuming that the Monthly Remittance Amount remitted by the Servicer on such Monthly Remittance Date has already been remitted), plus all accrued and unpaid interest on such Home Equity Loan at the Coupon Rate to but not including the date of such purchase together with (without duplication) the aggregate amounts of (i) all unreimbursed Delinquency Advances and Servicing Advances theretofore made with respect to such Home Equity Loan, (ii) all Delinquency Advances which the Servicer has theretofore failed to remit with respect to such Home Equity Loan, (iii) all reimbursed Delinquency Advances and Servicing Advances to the extent that reimbursement is not made from the Mortgagor and (iv) any costs and damages incurred by the Trust in connection with any violation by the Home Equity Loan of any predatory or abusive lending law.

  • Aggregate Purchase Price has the meaning set forth in Section 1.1.

  • Initial Purchase Price has the meaning set forth in Section 2.1.

  • Purchase Price Date means the date the Purchase Price is delivered by Lender to Borrower.

  • Base Purchase Price has the meaning set forth in Section 2.2.

  • Purchase Price Adjustment Escrow Amount means $500,000.

  • the Purchase Price means the price to be paid by the Buyer to the Seller for the purchase of the Property;

  • VWAP Purchase Price means the lesser of (i) the Closing Sale Price on the VWAP Purchase Date; or (ii) ninety-seven percent (97%) of volume weighted average price for the Common Stock traded on the Principal Market during normal trading hours on (A) the VWAP Purchase Date if the aggregate shares traded on the Principal Market on the VWAP Purchase Date have not exceeded the VWAP Purchase Share Volume Maximum and the Sale Price of Common Stock has not fallen below the VWAP Minimum Price Threshold (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction), or (B) the portion of the VWAP Purchase Date until such time as the sooner to occur of (1) the time at which the aggregate shares traded on the Principal Market has exceeded the VWAP Purchase Share Volume Maximum, or (2) the time at which the Sale Price of Common Stock falls below the VWAP Minimum Price Threshold (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction).

  • Purchase Amount means the total amount being paid by the Investor on a particular Closing Date to purchase the Securities.

  • Preliminary Purchase Price has the meaning set forth in Section 2.02.

  • Purchase Price Adjustment shall have the meaning specified in Section 3.02.

  • Receivables Purchase Price means $1,652,997,849.97.

  • Unit Purchase Price shall have the meaning ascribed to such term in Section 2.1(b).

  • Share Purchase Price shall have the meaning ascribed to such term in Section 2.1(b).

  • Aggregate Supplemental Purchase Amount with respect to this Supplemental Transfer Agreement shall be $________; provided, however, that such amount shall not exceed the amount on deposit in the Supplemental Loan Account.

  • VWAP Purchase Amount means, with respect to any particular VWAP Purchase Notice, the portion of the Available Amount to be purchased by the Buyer pursuant to Section 1(c) hereof pursuant to a valid VWAP Purchase Notice which requires the Buyer to buy the VWAP Purchase Share Percentage of the aggregate shares traded on the Principal Market during normal trading hours on the VWAP Purchase Date up to the VWAP Purchase Share Volume Maximum, subject to the VWAP Minimum Price Threshold.

  • Per Share Purchase Price equals $1.00, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement.

  • Net Purchase Price has the meaning set forth in Section 2.1.