Base Purchase definition

Base Purchase means a Qualified Purchase that on the date of such purchase has a Upromise Member Incentive, Administrative Fee and Marketing Fee equal to the percentage of the Qualified Purchase Amount of such Qualified Purchase set forth on Exhibit E.

AI-Powered Contracts

Draft, Review & Redline at the Speed of AI

Base Purchase. Price shall have the meaning given to it in Section 2.3. Claims shall mean any and all debts, liabilities, obligations, losses, damages, deficiencies, assessments and penalties, together with all Legal Actions, pending or threatened, claims and judgments of whatever kind and nature relating thereto, and all fees, costs, expenses and disbursements (including without limitation reasonable attorneys' and other legal fees, costs and expenses) relating to any of the foregoing. Closing shall have the meaning given to it in Section 2.3. Closing Date shall have the meaning given to it in Section 2.3. Collateral Document shall mean the ATS Noncompetition Agreements, the Nonassignable Contracts Agreement, the LLC Agreement, bills of sale, assignments of intangibles, assumption agreements with respect to the CSD Assumed Obligations, other instruments of conveyance and assignment sufficient to vest in ATS title to all of the other CSD Assets and the CSD Central Valley Business, and any other agreement, certificate, contract, instrument, notice, opinion or other document delivered pursuant to the provisions of this Agreement or any Collateral Document. Contract, Contractual Obligation shall mean any agreement, arrangement, commitment, contract, covenant, indemnity, undertaking or other obligation or liability which involves the ownership or operation of the CSD Assets or the conduct of the CSD Central Valley Business.

Base Purchase. Price shall have the meaning assigned to it in Section 2.3. 1.10. Bill of Sale shall h▇▇▇ the meaning assigned to it in Section 5.2.1(c).

Examples of Base Purchase in a sentence

The basis for determining the Base Purchase Price to be paid at Closing will be (a) the estimate so agreed upon by Buyer and Seller or (b) if no notice of disagreement is provided, or if such notice is provided but the parties do not reach such an agreement prior to the Closing Date, the estimate of such adjustments set forth in the Preliminary Adjustments Report.
Buyer shall deliver to an account designated in writing by Seller by wire transfer of same day funds the Base Purchase Price, less the Deposit, and plus or minus any other adjustments thereto contemplated in Section 3.3 above or otherwise in this Agreement.
If a third-party exercises a Preferential Purchase Right of the Assets, the affected Asset shall be removed from this Agreement and the Base Purchase Price shall be adjusted by the dollar amount allocated to the affected Asset as set forth on Exhibit “C”.
The purchase price for ProjectCo Interests shall be equal to the Base Purchase Price (subject to adjustment as expressly provided herein, the “Contract Price”).
To the extent there exists any imbalances attributable to Hydrocarbons produced from the Assets as of the Effective Time with respect to any gas pipeline, storage or processing facility (the “Pipeline Imbalances”), at Closing the Base Purchase Price shall be adjusted upward or downward, as appropriate, to reflect the value of said Pipeline Imbalance.
Seller and Buyer agree that the Base Purchase Price shall be allocated among the Assets as set forth on Exhibit “C” (the “Allocated Values”) for the purpose of (i) providing notices, or obtaining waivers, of any Preferential Purchase Rights, (ii) determining the value of a Title Defect, and (iii) handling those instances for which the Base Purchase Price is to be adjusted.
In the event the Closing occurs, the Deposit shall be applied to the Base Purchase Price to be paid at Closing, subject to the other adjustments thereto as set forth in this Agreement.
If the Restoration Cost is in excess of ten percent (10%) of the Base Purchase Price, Purchaser may, by notice to Seller at any time prior to or within thirty (30) days after the date such Restoration Cost amount is provided to Purchaser elect to either: (i) subject to Seller’s prior written consent, reduce the Base Purchase Price by the Restoration Cost; or (ii) in its sole discretion, terminate this Agreement, in the latter case by providing written notice to Seller.
For the avoidance of doubt, the parties hereto agree that neither the Base Purchase Price nor the Purchase Price includes any payments contemplated by the Comprehensive Beverage Agreement.
If any such notice is not timely delivered, the claimant shall thereafter have no right to assert such Title Defect or Additional Interest as the basis for an adjustment to the Base Purchase Price; provided, however, that this waiver shall not apply with regard to any matters or claims that Buyer may have the right to assert under the special warranty of title in the Conveyances.

More Definitions of Base Purchase

Base Purchase. Price shall have the meaning assigned to it in Section 2.3.

Base Purchase. PRICE shall have the meaning given in Section 2.6.1(b).