Purchase Price Calculation definition

Purchase Price Calculation shall have the meaning set forth in Section 2.2.3 below.
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Purchase Price Calculation the calculation to be prepared in accordance with clause 10.
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Purchase Price Calculation means the Base Purchase Price less (x) the sum of (A) the Actual Company Indebtedness and (B) the Actual Company Unpaid Transaction Expenses, plus (y) the difference (positive or negative) between (A) the Actual Working Capital minus (B) the Target Working Capital.
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Examples of Purchase Price Calculation in a sentence

  • Purchaser shall deposit 10% of the Purchaser Shares to which the Sellers are entitled in escrow in the Purchase Price Calculation Account as defined in Section 9(A)(iii) of the Plan of Recapitalization, which Purchaser Shares shall be distributed in accordance with the remainder of Section 9 of the Plan of Recapitalization.

  • If Unusual disagrees with such calculation and Unusual and Red Cat are unable to finally resolve such dispute within 30 days after Unusual’s receipt of the Purchase Price Calculation, then the dispute shall be resolved by a nationally-recognized accounting firm that is reasonably acceptable to Unusual and Red Cat (the “Independent Accounting Firm”).

  • Seller may, on or prior to the last day of the Review Period, give written notice of any disagreement with Buyer’s proposed Purchase Price Calculation or the Excess Closing Cash Calculation (a “Notice of Disagreement”) to Buyer.

  • The statement and amount selected by the Independent Accounting Firm are referred to herein as the “Final Purchase Price Calculation Statement” and the “Final Purchase Price,” respectively.

  • If a timely Notice of Disagreement is received by Purchaser, then the Share Purchase Price Calculation (as revised in accordance with clause (x) or (y) below) shall become final and binding upon the Parties on the earlier of (x) the date the Parties resolve in writing any differences they have with respect to the matters specified in the Notice of Disagreement, or (y) the date all matters in dispute are finally resolved in writing by the Independent Auditor.

  • Upon determination of the Disputed Matters, the Expert will prepare a Final Purchase Price Calculation implementing his determination on the Disputed Matters (but without making any changes to any elements of the Final Purchase Price Calculation which were not Disputed Matters).

  • Upon determination, in accordance with Section 2.5(b), of the Final Purchase Price Calculation Statement and the final calculations of the items to be included therein under Section 2.5(a), the Aggregate Purchase Price will be recalculated using such finally determined amounts.

  • Upon the final determination, in accordance with Section 3.4(b), of the Final Purchase Price Calculation Statement and the final calculations of the amounts of the Closing Net Working Capital and the Net Working Capital Adjustment calculated by reference thereto, the Aggregate Cash Purchase Price shall be recalculated using such finally determined amounts in lieu of the estimates of such amounts used in the calculation of the estimated Aggregate Cash Purchase Price calculated at or before the Closing.

  • The term "Secondary Purchase Price Calculation Date" shall have the meaning set forth in Section 2.3.

  • If Purchaser does not reject Sellers’ Calculations by written notice given to the Sellers within 30 days after Purchaser’s receipt of Sellers’ Calculations, then the Final Purchase Price Calculation Statement and Purchaser’s Calculations contained therein, as modified by Sellers’ Calculations, shall be conclusive and binding upon Purchaser and Sellers.


More Definitions of Purchase Price Calculation

Purchase Price Calculation means the calculation of the “Purchase Price at close” in accordance with Exhibit B of the Purchase Agreement.
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Purchase Price Calculation has the meaning set forth in Section 1.07(b).
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Purchase Price Calculation has the meaning ascribed to that term in Subsection
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Purchase Price Calculation. Note that the purchase price is the sum of the bid price, the buyers premium, any buyers fee, expenses, and sales tax if applicable, ect. All payments must be in US funds. Auctioneer reserves the right to charge the total amount or any remaining balance of your purchase price on your credit card if the balance is not otherwise paid. We do not accept partial payments. Invoices must be paid prior to pick up and/or removal, no exceptions. Removal of Items: Please do not bid if you are unable to pick up your items during the scheduled removal times or unable to make arrangements for shipping on your own. We do not offer shipping in any way. No refunds or credit card chargebacks will be granted due to a failure to remove items at the designated time. After the scheduled removal time, if no contact has been made and/or the buyer has not arranged shipping with a shipper of their choosing, and/or the items are still at the location, those items will be considered abandoned and you may be charged a removal fee to dispose of your items. In the event an item is not available for pickup, the buyer must immediately notify our onsite staff before leaving the premises to file a claim. By leaving the premises prior to filing a claim the buyer agrees that no adjustment or refund will be made. Shipping will be at the sole responsibility of the buyer. No in house shipping is offered, all shipping will be by a shipper of your choosing, arranged by you. The auctioneer as a courtesy may provide names and contact information of a local shipping company, but is in no way endorsing said shipper. Items will be dropped off or picked up by the shipper only on or after the scheduled pick up day. We are not responsible for delays in shipping in any way after the pick up date as a courtesy. Any fees and charges incurred for shipping are separate from your purchase and charged by the shipping agent and are not included on auction invoice. Xxxxx Auctions is not responsible in any way for charges or fees from your chosen shipper. Buyer assumes all liability and risk for items once the auction ends. Buyer agrees to let Xxxxx Auctions release items to the buyers chosen shipper.
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Purchase Price Calculation for purposes of paragraph 1.3.2 shall be either: (1) if the Shareholders do not object, the Purchase Price Calculation initially submitted by the Buyer to the Shareholders; (2) if the Shareholders and Buyer agree, the Purchase Price Calculation as so agreed; or (3) if the Shareholders object and the parties fail to agree, the Purchase Price Calculation as prepared by the Accountants.
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Related to Purchase Price Calculation

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

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

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

  • Purchase Price Allocation Schedule has the meaning given to it in Section 2.7(a).

  • Price Adjustment means any and all price reductions, offsets, discounts, rebates, adjustments, and or refunds which accrue to or are factored into the final net cost to the hospital outpatient department or ambulatory surgical center.

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

  • Estimated Adjustment Amount has the meaning set forth in Section 2.5(a).

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

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

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

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

  • Purchase Price Credit has the meaning set forth in Section 1.3 of the Agreement.

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

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

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

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

  • Adjustment Amount For any Distribution Date, the difference between (A) the sum of the Class A Principal Balance and the Class B Principal Balance as of the related Determination Date and (B) the sum of (i) the sum of the Class A Principal Balance and the Class B Principal Balance as of the Determination Date succeeding such Distribution Date and (ii) the aggregate amount that would have been distributed to all Classes as principal in accordance with Section 4.01(a) for such Distribution Date without regard to the provisos in the definitions of Class B-1 Optimal Principal Amount, Class B-2 Optimal Principal Amount, Class B-3 Optimal Principal Amount, Class B-4 Optimal Principal Amount, Class B-5 Optimal Principal Amount and Class B-6 Optimal Principal Amount.

  • 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).

  • Estimated Purchase Price has the meaning set forth in Section 2.4(a).

  • 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.

  • 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.

  • Adjustment Payment means, in respect of any Security, the payment (if any) determined by the Determination Agent as is required in order to reduce or eliminate, to the extent reasonably practicable, any transfer of economic value to or from the Issuer as a result of the replacement of the Index by the Alternative Pre-nominated Index. The Determination Agent may determine that the Adjustment Payment is zero.

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

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

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

  • Adjustment Escrow Amount means $1,000,000.