Asset Purchase Price shall have the meaning as defined in SECTION 2.1.
Asset Purchase Price has the meaning set forth in Section 3.7(a).
Asset Purchase Price is defined in Section 3.1(a).
Examples of Asset Purchase Price in a sentence
All Advances and all other Obligations due and payable by Lessee or the Member to BCC or a BCC Affiliate through the closing date of the asset purchase shall be payable from the Asset Purchase Price to BCC or the BCC Affiliate, as appropriate.
In addition, Assets shall include Seller’s Slow-Moving Inventory, provided that, for purposes of calculating the Asset Purchase Price, any Slow-Moving Inventory included in the Assets will be valued at sixty percent (60%) of the applicable Seller’s actual cost.
Such funds shall be held by the Escrow Agent in accordance with the terms of the Escrow Agreement and shall be delivered to the Seller at the Closing in payment of a portion of the Asset Purchase Price.
The Parties shall report, act and file all Tax Returns in all respects and for all purposes consistent with the Asset Purchase Price Allocation and this Section 6.3, and no party shall take any position (whether in audits, Tax Returns or otherwise) that is inconsistent with Rev.
Buyer shall prepare its IRS Form 8594 consistently with the Asset Purchase Price Allocation.
More Definitions of Asset Purchase Price
Asset Purchase Price shall have the meaning ascribed to such term in the Side Letter.
Asset Purchase Price. With respect to any Property, the price paid to purchase such Property from the applicable third-party on the related Acquisition Date by the related Borrower or an Affiliate thereof, plus (a) actual out-of-pocket costs and expenses incurred by the related Borrower or Affiliate that originally acquired such Property in connection with the acquisition of such Property, payment of Liens and clearance of other title defects, gaining possession and settlement of disputes relating to title and possession thereof (subject to the reasonable satisfaction of Agent as to appropriateness and amount, prior to the initial Advance made with respect to such Property) and to the extent permitted by GAAP to increase the Borrower’s basis in such Property and (b) the Actual Renovation Costs paid with respect to such Property; provided, however, if such Property is not an Eligible Property on any date of determination and the applicable Cure Period has expired, then the Asset Purchase Price for such Property shall be deemed to be zero and; provided, further, that any Borrower may elect, in a Property Addition Notice or subsequent written notice to the Diligence Agent and the Agent, to reduce the Asset Purchase Price for any Financed Property in order to meet the Eligibility Requirements relating to Asset Purchase Price, so long as any such subsequent election does not cause the Advances Outstanding to exceed the resulting Borrowing Base. Any such election shall permanently reduce the Asset Purchase Price of such Financed Property for all purposes hereunder.
Asset Purchase Price has the meaning set forth in (S) 2.5.
Asset Purchase Price means the aggregate purchase price set forth in paragraph 4.01 hereof subject to adjustment as provided for in paragraph 4.03 hereof;
Asset Purchase Price means the aggregate of the Adobe Asset Purchase Price and the Acquisition Entity Asset Purchase Price;
Asset Purchase Price means, with respect to any Property, (i) the Borrower-Related Party’s offer price for such Property that has been accepted by the related Transferor minus (ii) the sum of (A) the Borrower-Related Party’s service fee, which shall be based on a percentage of such offer price, (B) the Borrower-Related Party’s fees charged to the related Transferor for repairs affecting such Property’s functions, and (C) the Borrower-Related Party’s fees charged to the related Transferor for such Transferor’s possession of such Property after the Acquisition Date.
Asset Purchase Price. With respect to any Property, the price paid to purchase such Property from the applicable third-party on the related Acquisition Date by the related Borrower (or with respect to any Property contributed to a Borrower and listed on the Purchase Price Spreadsheet, the price set forth therein as the purchase price of such Property), which amount shall include (a) out-of-pocket sales commissions to third party brokers or, if a Silver Bay Affiliate was the broker, an amount in lieu of sales commissions representing such entity’s overhead costs allocable to the sale to the extent such Silver Bay Affiliate is permitted under Applicable Laws to the extent permitted by GAAP to increase the Borrower’s basis in such Property, in any case not to exceed $2,000 per Property, (b) actual out-of-pocket costs and expenses incurred by the related Borrower in connection with the acquisition by such Borrower of such Property (without duplication of any commissions or other amounts described in clause (a) above) and the taking of possession of such Property (for example costs to pay off liens existing on the Property at the time of its acquisition by such Borrower and costs to evict any tenants in possession on the Property at the time of its acquisition by such Borrower, in all such cases, subject to the reasonable satisfaction of the Agent as to appropriateness and amount, prior to the initial Advance made with respect to such Property) and to the extent permitted by GAAP to increase the Borrower’s basis in such Property and (c) if such Property is a Stabilized Property, actual out-of-pocket costs and expenses incurred by the related Borrower in connection with the renovation and repair of the related Property (in all such cases, subject to the reasonable satisfaction of the Agent as to appropriateness and amount, prior to the initial Advance made upon such Property becoming a Stabilized Property) and to the extent permitted by GAAP to increase the Borrower’s basis in such Property.