Final Net Purchase Price definition

Final Net Purchase Price means an amount equal to the Estimated Net Purchase Price (as finally adjusted and determined in accordance with Section 2.3).
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Final Net Purchase Price means an amount equal to the Purchase Price minus (i) the Final Indebtedness, the Final Company Transaction Expenses and the Final Working Capital Deficiency (if any), plus (ii) the Final Working Capital Surplus (if any) and the Final Closing Cash.
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Final Net Purchase Price means the Net Purchase Price, as finally determined in accordance with Sections 2.5(a)-(d).
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Examples of Final Net Purchase Price in a sentence

  • The Parties agree to treat any payments made pursuant to Section 2.3 or Section 2.4 as an adjustment to the Final Net Purchase Price for federal, state, local and foreign income Tax purposes, unless otherwise required by Law.

  • Within five (5) Business Days after the date on which the Final Net Purchase Price is finally determined pursuant to this Section 2.6, the Buyer and the Sellers’ Representative shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to deliver any portion of the Working Capital Escrow Fund not distributed to the Buyer pursuant to Section 2.6(c) (if any) to the Sellers’ legal counsel, in trust for the Sellers.

  • Subject to adjustments pursuant to Section 2.3, the aggregate purchase price for the Purchased Shares is equal to the sum of (i) the Final Net Purchase Price, plus (ii) the Earn-Out Consideration, if and only if payable pursuant to the terms and conditions of Section 2.4.

  • Any indemnification payments will increase or reduce, as applicable, the Final Net Purchase Price by a corresponding amount.

  • Without limiting the foregoing, notwithstanding anything to the contrary in this Agreement, the Buyer Indemnitees shall not be entitled to indemnification with respect to any Damages as a result of, or based upon or arising from, any claim or liability to the extent such claim or liability is taken into account in determining the Final Net Purchase Price in accordance with Section 1.6.

  • Solely by way of example, if Buyer claims in the Closing Statement that the Final Net Purchase Price is $1,000,000, Seller claims in the Notice of Disagreement that the Final Net Purchase Price is $1,500,000, and the Independent Accountant determines that the Final Net Purchase Price is $1,100,000, then Buyer shall pay 20% of the Independent Accountant’s fees and disbursements and Seller shall pay 80% of the Independent Accountant’s fees and disbursements.

  • If Seller does not deliver the Notice of Disagreement to Buyer within such thirty (30)-day period, such Closing Statement and the Final Net Purchase Price reflected in the Closing Statement will be final, conclusive and binding on the Parties.

  • The Parties agree to treat any indemnity payment made pursuant to this ARTICLE VIII as an adjustment to the Final Net Purchase Price for federal, state, local and foreign income Tax purposes unless otherwise required by Law.

  • The Downward Adjustment Amount (including interest) shall be paid to Buyer within five (5) Business Days from the date on which the Final Net Purchase Price is finally determined pursuant to this Section 1.6.

  • The Parties agree to treat any indemnity payment made pursuant to this ARTICLE VIIIas an adjustment to the Final Net Purchase Price for federal, state, local and foreign income Tax purposes unless otherwise required by Law.


More Definitions of Final Net Purchase Price

Final Net Purchase Price means an amount equal to (a) the Estimated Net Purchase Price plus (b) the 2018 EBITDA True- Up Amount (each as finally adjusted and determined in accordance with Section 2.6).
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Final Net Purchase Price means the Final Net Purchase Price payable by the Purchaser to the Vendor in consideration for the acquisition of the Target Shares, which shall be calculated on the basis of the Final Accounts and the Total Final Consolidated NAV Adjustment Amount by applying the Purchase Price Calculation Methodology in the manner provided for in Section 2(c) of Part A of Schedule 3;
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Final Net Purchase Price means the Purchase Price plus (A) the Closing Cash, plus (B) any Closing Working Capital Overage, minus (C) the sum of (i) the Closing Indebtedness, (ii) the Closing Seller Expenses and (iii) any Closing Working Capital Underage.
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Final Net Purchase Price has the meaning set forth in Section 1.6(a).
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Final Net Purchase Price has the meaning set forth in Section 2.05(c)(vi).
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Related to Final Net Purchase Price

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

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

  • 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).

  • Maximum Purchase Price has the meaning assigned to the term in the Pricing Side Letter.

  • Minimum Purchase Price has the meaning set forth in Section 2.04.

  • Contract Purchase Price means the amount actually paid or allocated in respect of the purchase, development, construction or improvement of a Property or the amount of funds advanced with respect to a Mortgage, or the amount actually paid or allocated in respect of the purchase of other Assets, in each case exclusive of Acquisition Fees and Acquisition Expenses, but in each case including any indebtedness assumed or incurred in respect of such Property.

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

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

  • 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.

  • Purchase Price Adjustment has the meaning set forth in Section 2.6.

  • Combined 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).

  • Per Unit Purchase Price equals $0.8670, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur between the date of this Agreement and the applicable Closing Date.

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

  • Purchase Price Allocation has the meaning set forth in Section 2.6(a).

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

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

  • Stock Purchase Price has the meaning set forth in Section 2 of the Subscription Agreement.

  • Over-allotment Purchase Price The Purchaser shall pay the Over-allotment Purchase Price by wire transfer of immediately available funds to the Company at least one business day prior to the Over-Allotment Closing Date in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price, the Company shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.

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

  • Deferred Purchase Price shall have the meaning set forth in Section 2(a).

  • Per Pre-Funded Warrant Purchase Price equals $0.0001, subject to adjustment for reverse and forward share splits, share dividends, share combinations and other similar transactions relating to shares of Common Stock that occur after the date of this Agreement.

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

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

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