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 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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Examples of Final Net Purchase Price in a sentence

  • Any payment treated as an adjustment to the Final Net Purchase Price under S ection 2.5 or S ection 8.8, as applicable, shall be allocated among the Purchased Assets in a manner consistent with the Purchase Price Allocation, unless otherwise required by applicable Law.

  • With respect to Special Matters (other than S ection 8.1(a)(v)) and with respect to indemnification claims pursuant to S ection 8.1(a)(i) or S ection 8.1(a)(ii) with respect to breaches of only those certain Fundamental Representations, the Indemnifying Person shall be liable for any Indemnifiable Damages resulting therefrom up to the sum of: (i) the Final Net Purchase Price; plus (ii) the portion of the Earn-Out Consideration actually earned pursuant to S ection 2.4, if any.

  • If the Closing Net Purchase Price exceeds the Final Net Purchase Price (such excess amount, the “Negative Adjustment Amount ”), then the Seller and/or the Shareholder shall promptly (but in any event within five Business Days following the final determination of the Final Net Purchase Price) pay an amount equal to such insufficiency to the Buyer.

  • Seller and Buyer agree to allocate the Final Net Purchase Price (and any other items required to be taken into account as consideration for U.S. federal income Tax purposes) among the Purchased Assets in accordance with the allocation principles set forth on S chedule D.

  • The Parties agree to treat any payments made pursuant to S ection 2.6 or S ection 2.7 as an adjustment to the Final Net Purchase Price for federal, state, local and foreign income Tax purposes, unless otherwise required by Law.

  • Except with respect to Special Matters or indemnification claims pursuant to Section 8.1(a)(i) or Section 8.1(a)(ii) for breaches of Fundamental Representations the Indemnifying Persons’ aggregate Liability for indemnification claims shall be limited to an aggregate amount equal to 15% of the sum of: (i) the Final Net Purchase Price; plus (ii) the portion of the Earn-Out Consideration actually earned pursuant to Section 2.4, if any.

  • With respect to Special Matters (other than Section 8.1(a)(v)) and with respect to indemnification claims pursuant to Section 8.1(a)(i) or Section 8.1(a)(ii) with respect to breaches of only those certain Fundamental Representations, the Indemnifying Person shall be liable for any Indemnifiable Damages resulting therefrom up to the sum of: (i) the Final Net Purchase Price; plus (ii) the portion of the Earn-Out Consideration actually earned pursuant to Section 2.4, if any.

  • Except with respect to Special Matters or indemnification claims pursuant to S ection 8.1(a)(i) or S ection 8.1(a)(ii) for breaches of Fundamental Representations the Indemnifying Persons’ aggregate Liability for indemnification claims shall be limited to an aggregate amount equal to 15% of the sum of: (i) the Final Net Purchase Price; plus (ii) the portion of the Earn-Out Consideration actually earned pursuant to S ection 2.4, if any.

  • Buyer shall update such allocation from time to time as needed to take into account any adjustments to the Final Net Purchase Price hereunder.

  • 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.


More Definitions of Final Net Purchase Price

Final Net Purchase Price means (a) the Base Purchase Price, plus or minus (b) the Post-Closing Working Capital Increase Amount or the Post-Closing Working Capital Decrease Amount, as applicable, plus (c) the Final Closing Cash Amount, minus (d) the Final Closing Indebtedness Amount, minus (e) the Final Seller Transaction Expense Amount, minus (f) the Final Change of Control Payments, and plus (g) the Final Paid Executory Period CapEx.
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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 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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Final Net Purchase Price means the Net Purchase Price, as finally determined in accordance with Sections 2.5(a)-(d).
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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 shall have the meaning specified in Section 3.02.

  • 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 $7.05, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement.

  • 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).

  • 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.

  • Option Purchase Price has the meaning set forth in Section 9.36(b) hereof.