Preliminary Closing Purchase Price definition

Preliminary Closing Purchase Price means an amount equal to (a) the Purchase Price, plus (b) the Estimated NPV of Waived Management Fee, minus (c) the Estimated Adjustment Amount, minus (d) the RWI Expenses.
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Preliminary Closing Purchase Price shall be the Closing Purchase Price as adjusted by the Closing Adjustment. As used herein, the “Closing Adjustment” shall be an amount equal to the Preliminary Inventory Value, less $7,722,759 (the value of the Inventory as shown in the balance sheet of the Business as of the Balance Sheet Date, a copy of which is attached hereto as Appendix 1), plus the Preliminary Tangible Personal Property Value, and less $1,462,934 (the value of the inventories and the value of the property, plant & equipment, respectively, as shown in the balance sheet of the Business as of the Balance Sheet Date, a copy of which is attached hereto as Appendix 1); provided, however, that any excess of the difference between $1,462,934 and the Preliminary Tangible Personal Property Value over $2,000,000 shall be disregarded. If the Closing Adjustment is a positive number, the Closing Purchase Price shall be increased by an amount of such excess. If the Closing Adjustment is a negative number, the Closing Purchase Price shall be decreased by an amount of such deficiency.
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Preliminary Closing Purchase Price has the meaning set forth in Section 2.06(c).
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Examples of Preliminary Closing Purchase Price in a sentence

  • The payment of the Preliminary Closing Purchase Price shall constitute consideration for both the Transferred Assets and, if applicable, Subsequent Transferred Assets.

  • Assuming (a) the satisfaction of the condition to Buyer’s obligation to consummate the Transaction and to pay the Preliminary Closing Purchase Price and (b) the accuracy in all respects of the representations and warranties set forth in Article 3, Buyer and its Subsidiaries, on a consolidated basis taken as a whole, will be Solvent immediately after the Closing.

  • At the Closing, Buyer shall pay or cause to be paid in immediately available funds by wire transfer, in consideration for all of Seller’s and its Subsidiaries’ right, title and interest in, to and under the Transferred Assets, the Preliminary Closing Purchase Price to an account or accounts that have been designated by Seller in accordance with the immediately succeeding sentence.

  • For the avoidance of doubt, the Preliminary Closing Purchase Price Adjustment must not be reflected and is, therefore, to be disregarded for the calculation and determination of the Final Closing Purchase Price.

  • The Buyer shall make available to the Parent and its auditors all records and work papers used in preparation of the Preliminary Closing Purchase Price.

  • The Sellers hereby expressly authorize the Sellers' Agent to withhold and deduct, from that part of the Preliminary Closing Purchase Price to be received by each of them, their Allocable Portion of the Sellers' Agent Expenses, and give an irrevocable instruction to the Sellers' Agent to pay on their behalf the Sellers' Agent Expenses directly to the Sellers' advisors.

  • Parent shall accompany such notification with a schedule setting forth in reasonable detail the calculations and basis supporting Parent’s grounds for its dispute with regard to the Preliminary Closing Purchase Price.

  • On the Closing Date, the Purchaser will have obtained all the financing commitments in order to have sufficient funds necessary and immediately available funds in sufficient amounts to pay the Preliminary Closing Purchase Price and the Balancing Amount and to make such other payments required to be made by the Purchaser pursuant to this Agreement (regardless of whether or not it can obtain financing under its financing commitments).

  • As soon as practicable prior to the Closing Date and based on PMH's good faith estimate referred to above, Purchaser and Sellers' Representative shall jointly calculate the amount of the Closing Purchase Price to be paid at Closing subject to adjustment as provided for in Section 2.2(c) (the "Preliminary Closing Purchase Price").

  • A sample calculation of Preliminary Closing Purchase Price is set forth in Annex C hereto.


More Definitions of Preliminary Closing Purchase Price

Preliminary Closing Purchase Price means an amount equal to (a) the Purchase Price, plus (b) the Estimated NPV of Waived Management Fee, m inus (c) the Estimated Adjustment Amount, m inus (d) the RWI Expenses.
Sample 1

Related to Preliminary Closing Purchase Price

  • 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.

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

  • Option Closing Purchase Price shall have the meaning ascribed to such term in Section 2.2(b), which aggregate purchase price shall be net of the underwriting discounts and commissions.

  • Closing Date Purchase Price shall have the meaning set forth in Section 2.1 hereof.

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

  • Preliminary Closing Statement shall have the meaning set forth in Section 2.3(a).

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

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

  • 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.

  • Additional Purchase Price has the meaning provided in Section 1.2(b).

  • Share Purchase Price shall have the meaning ascribed to such term 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;

  • Original Purchase Price means the price paid by you for the motor vehicle or a maximum of 110% of the market value of the vehicle as defined by Glass's Guide Retail at time of purchase, whichever is the lesser (including all factory fitted accessories) and after any discount given, but does not include the cost of dealer fitted accessories, road fund licence, new vehicle registration fee, fuel, paintwork and/or upholstery protection kits, insurance premiums (including the premium for this policy), warranty premiums, any finance arrears and any such associated costs and any negative equity transferred from a previous finance agreement.

  • 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).

  • Per Share Purchase Price equals $1.00, 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.

  • Preliminary Closing Balance Sheet has the meaning set forth in Section 2.2(b) below.

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

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

  • Mortgage Loan Purchase Price The price, calculated as set forth in Section 10.01, to be paid in connection with the repurchase of the Mortgage Loans pursuant to Section 10.01.

  • Preliminary Purchase Event means any of the following events:

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

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

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

  • Total Purchase Price means the aggregate amount payable by the Purchaser as set out in Appendix A of this Agreement.

  • Optional Purchase Price has the meaning set forth in Section 8.1 of the Sale and Servicing Agreement.

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