Adjusted Cash Purchase Price definition

Adjusted Cash Purchase Price has the meaning given in Section 2.06(a).

Adjusted Cash Purchase Price means (A) the Base Cash Purchase Price, minus (B) the aggregate amount of all Change in Control Payments not otherwise paid as of immediately prior to the Initial Closing, minus (C) the aggregate amount of all Transaction Expenses not otherwise paid as of immediately prior to the Initial Closing, minus (D) the aggregate amount of the Excess Operating Costs, if any, minus (E) the Company Debt Payoff Amount, minus (F) the Net Working Capital Deficiency, if any, plus (G) the Net Working Capital Surplus, if any.

Adjusted Cash Purchase Price. Section 3.3(b)(v) of the PSA shall be amended to delete the reference to “5.5(b)(ii)”.

Examples of Adjusted Cash Purchase Price in a sentence

• If Closing occurs, the Deposit shall be retained by Seller and applied toward the Adjusted Cash Purchase Price at Closing.

• Except to the extent already taken into account by the Parties in the determination of the Adjusted Cash Purchase Price, Buyer shall be responsible for, pay, indemnify and hold harmless Seller and its Affiliates and all of the other Seller Subject Parties from and against all Taxes other than those that are the responsibility of Seller according to the preceding sentence.

• The Adjusted Cash Purchase Price shall be further adjusted after the Closing in accordance with Article XII to update adjustments for Property Costs under Article XII that were estimated for purposes of Closing.

• No later than five (5) Business Days before the Closing Date, Seller shall deliver to Buyer a draft settlement statement setting forth its calculation of the Adjusted Cash Purchase Price (the “Closing Settlement Statement”), which statement shall be substantially in the form of Schedule 2.3 and which shall reflect each adjustment made in accordance with this Agreement as of the date of preparation of such Closing Settlement Statement and the calculation of the adjustments used to determine such amount.

• The Adjusted Cash Purchase Price shall be paid by Buyer in accordance with Section 2.4 at Closing in U.S. Dollars by wire transfer in same day funds to one or more bank accounts of Seller (the details of which shall be provided by Seller to Buyer by written notice given at least three (3) Business Days prior to Closing) or as otherwise provided in Section 2.4. The Preferred Shares Purchase Price shall be delivered by Buyer to Seller and the Escrow Agent at Closing in accordance with Section 2.4.

More Definitions of Adjusted Cash Purchase Price

Adjusted Cash Purchase Price has the meaning set forth in Section 3.3.

Adjusted Cash Purchase Price is defined in Section 2.4.

Adjusted Cash Purchase Price is defined in Section 3.1(a).

Adjusted Cash Purchase Price means the Estimated Cash Purchase Price, as increased or decreased pursuant to Section 2.5(f).

Adjusted Cash Purchase Price shall have the meaning specified in Section 2.5.

Adjusted Cash Purchase Price. The cash portion of the Purchase Price shall be adjusted as follows and the resulting amount shall be called the "Adjusted Cash Purchase Price": (i) plus or minus any adjustments for Title Defects; minus (ii) the Allocated Value of any part of the Assets sold to a third Person pursuant to the exercise of a preferential purchase right; plus (iii) the Geophysical Seismic Licensing Price; plus or minus (iv) the value of the Gas Imbalance and Pipeline Imbalance shown on Schedule 6.6, as calculated pursuant to Section 10.3 hereof.

Adjusted Cash Purchase Price as defined in Section 3.4(a). Affiliate: of a Person means a Person that directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, the first Person.