Adjusted Acquisition Price definition
Examples of Adjusted Acquisition Price in a sentence
Following the Closing, the Adjusted Acquisition Price shall be further adjusted by the amount of any post-closing adjustment required to be paid by the Surviving Corporation to the Stockholders (including the Selling Stockholder) pursuant to Section 3.3(f) or minus the amount of any post-closing adjustment required to be paid to the Surviving Corporation pursuant to Section 3.3(f) (the “Post-Closing Working Capital Adjustment”).
For the avoidance of doubt, the sum of a Revolving Senior Buyer Boost Advance and Revolving Mezz Buyer Boost Advance shall not exceed 93% of the lesser of (x) the Adjusted Acquisition Price of each Portfolio Property that is the subject of such advance and (y) the Adjusted Property Valuation of each such Portfolio Property.
Within five days of delivery of a notice of determination by the Independent Accountant as described above, the applicable portions of the Adjusted Acquisition Price (calculated using the Closing Liquid Net Worth Adjustment so determined by the Independent Accountant) shall be delivered or made available to the Payment Agent, the Escrow Agent, the Stockholders' Representative and/or the Tax Escrow Agent, as the case may be, in accordance with Section 2.3.
Seller does not represent or guaranty that any Mortgagor will not default after the Acquisition Date, or that any Designated Investor will honor its Takeout Commitment or that Purchaser will be able to sell any Purchased Loan at the Adjusted Acquisition Price and Seller shall have no liability with respect to such matters.
The following sentence is added to the end of subsection 8.2(a) of the Agreement: In the case of an Undesignated Loan, if Seller fails to obtain a Takeout Commitment for such Mortgage Loan, or fails to provide to MBF either a true and correct photocopy of it or information about it as required by Section 13.18, within ninety (90) days after the Acquisition Date, MBF may notify Seller, and Seller shall promptly repurchase such Mortgage Loan at the Adjusted Acquisition Price on the date of repurchase.
If the Stockholders' Representative agrees with Siemens' calculation of the Closing Liquid Net Worth Adjustment contained in the Closing Statement, the Stockholders' Representative shall promptly so advise Siemens in writing, in which event the Closing Liquid Net Worth Adjustment shall be deemed final and the Adjusted Acquisition Price shall be calculated and deposited with the Payment Agent in accordance with Section 2.3.
For purposes of this Agreement, the term "Adjusted Acquisition Price" shall be (i) $105,000,000 (the "Acquisition Price") minus (ii) the Closing Liquid Net Worth Adjustment plus (iii) an additional amount equal to the product of (x) the amount determined pursuant to the preceding clauses (i) and (ii) times (y) 6.5% per year from the Measurement Date to the Effective Time, calculated on an uncompounded basis.
The following sentence is added to the end of subsection 8.2(a) of the Agreement: In the case of a Type 2 Nonconforming Loan, if Seller fails to obtain a Takeout Commitment for such Loan, or fails to provide to MBF a true and correct photocopy of it or information about it as required by Section 13.15, within ninety (90) days after the Acquisition Date, MBF may notify Seller, and Seller shall promptly repurchase such Mortgage Loan at the Adjusted Acquisition Price on the date of repurchase.
The Contractor provides the description of the process design, providing an operational definition of the major components of the process (also known as a process narrative).
In the case of a Wet Funding, if Seller fails to deliver a Dry Funding Documents Package for the Mortgage Loan not later than the Wet Funding Deadline, MBF may notify Seller, in which event Seller shall repurchase such purchased Mortgage Loan at the Adjusted Acquisition Price on the date of repurchase.