Purchase Price Decreases means, without duplication, (i) 100% of the amount, if any, of negative Working Capital of the Acquired Companies (other than the Javelina Partnerships), as of the Effective Time, (ii) the Javelina Percentage Interest of the amount, if any, of negative Working Capital of each Javelina Partnership as of the Effective Time, (iii) to the extent the Product Inventory Value Amount is negative, the Product Inventory Value Amount, (iv) any reduction of the Purchase Price pursuant to Section 5(e) (Damage or Condemnation), (v) long-term Unrecorded Obligations and indebtedness for borrowed money of the Acquired Companies (other than the Javelina Partnerships), excluding any such items otherwise specifically allocated in this Agreement and (vi) the Javelina Percentage Interest of long-term Unrecorded Obligations and indebtedness for borrowed money of the Javelina Partnerships, excluding any such items otherwise specifically allocated in this Agreement.
Purchase Price Decreases means, without duplication of any amounts, (i) the Working Capital Adjustment (if negative), (ii) the Poseidon Debt Adjustment (if any), (iii) the Pro Rata Share of Indebtedness (but only to the extent not reflected in the Working Capital Adjustment) of the Company as of the Deemed Closing Date other than the Poseidon Debt, and (iv) the aggregate amount of any dividends or other distributions made by the Company in respect of the Assigned Equity Interest after the Deemed Closing Date that Section 5(c)(vi) provides shall constitute a Purchase Price Decrease.
Purchase Price Decreases means, without duplication of any amounts, (i) the Working Capital Adjustment (if negative), (ii) the Pro Rata Share of Indebtedness (but only to the extent not reflected in the Working Capital Adjustment) of the Company as of the Deemed Closing Date, and (iii) the aggregate amount of any dividends or other distributions made by the Company in respect of the Assigned Equity Interest after the Deemed Closing Date that Section 5(c)(vi) provides shall constitute a Purchase Price Decrease.
Examples of Purchase Price Decreases in a sentence
Upon receipt by the Agent of amounts paid or prepaid as Purchase Price Decreases (except upon the exercise of remedies provided in Section 18) the Agent shall apply amounts so received to outstanding Purchase Price.
The aggregate Purchase Price of the Purchased Certificate (adjusted for any Purchase Price Increases and Purchase Price Decreases, as applicable) subject to outstanding Transactions shall not exceed the Maximum Aggregate Purchase Price.
Upon receipt by the Agent of amounts paid or prepaid as Purchase Price Decreases (except upon the exercise of remedies provided in Section 18), the Agent shall apply amounts so received to outstanding Purchase Price.
Upon receipt by the Buyer of amounts paid or prepaid as Purchase Price Decreases or Repurchase Price (except upon the exercise of remedies provided in Section 18) the Buyer shall apply amounts so received to the payment of all Obligations that are then due, and if the amount so received is insufficient to pay all such Obligations, (a) first to any reimbursement due under Section 20.1, and (b) second to partial payment of Obligations then due or as otherwise agreed by the Buyer.
Upon receipt by the Agent of amounts paid or prepaid as Purchase Price Decreases or Repurchase Price (except upon the exercise of remedies provided in Section 18) the Agent shall apply amounts so received to the payment of all Obligations which are then due, and if the amount so received is insufficient to pay all such Obligations, (i) first to any reimbursement due under Section 20.1 and (ii) second to partial payment of Obligations then due or as otherwise agreed by the Buyers.
More Definitions of Purchase Price Decreases
Purchase Price Decreases means, without duplication, the following:
Purchase Price Decreases means, without duplication, (i) the pro rata portion of ad valorem and other property Taxes accruing and unpaid prior to the Closing Date for the first Tax period ending after the Closing Date with respect to the Acquired Assets, (ii) any reduction of the Purchase Price pursuant to Section 5(e) (Damage or Condemnation), (iii) any reduction of the Purchase Price pursuant to Section 10(d) (Straddle Period Taxes), and (iv) any other Purchase Price decreases contemplated by this Agreement.
Purchase Price Decreases means, without duplication, (i) the Javelina Percentage Interest of the amount, if any, of negative Working Capital of each Acquired Company as of the Effective Time, (ii) to the extent the Product Inventory Value Amount is negative, the Product Inventory Value Amount, (iii) any reduction of the Purchase Price pursuant to Section 5(e) (Damage or Condemnation), and (iv) the Javelina Percentage Interest of long-term Unrecorded Obligations and indebtedness for borrowed money of the Acquired Companies, excluding any such items otherwise specifically allocated in this Agreement.
Purchase Price Decreases means, without duplication of any amounts, (a) if the Working Capital is negative at the Working Capital Valuation Time, then such amount, (b) the aggregate amount of any cash dividends or distributions made in respect of any Acquired Equity Interests after the Working Capital Valuation Time and prior to or at the Closing (but only to the extent such cash dividends or distributions are expressly permitted by Section 5(c)(vii)), (c) the amount of the Poseidon Debt (Actual), if any, in excess of the Poseidon Debt (Normal) as of the Closing, (d) the sum of the positive difference by which the amount of the Non-Current Liabilities as of the Closing exceeds the amounts set forth on Schedule 1(c); and (e) the amount by which Working Capital decreases or is used (i.
Purchase Price Decreases means, without duplication, (i) 100% of the amount, if any, of negative Working Capital of the Acquired Companies as of the Effective Time, (ii) to the extent the Product Inventory Value Amount is negative, the Product Inventory Value Amount, (iii) any reduction of the Purchase Price pursuant to Section 5(e) (Damage or Condemnation), (iv) the Pelican Remaining Expenditures, (v) long-term Unrecorded Obligations and indebtedness for borrowed money, excluding any such items otherwise specifically allocated in this Agreement (such as payments under the Eunice Lease Documents), and (vi) a reduction of (a) $10,000,000 (Ten Million Dollars) if Closing does not occur on or before October 1, 2005, solely as a result of the failure to satisfy or waive the conditions set forth in Section 7(a)(i) or Section 7(a)(vii), and (b) without duplication of the amount set forth in (a),
Purchase Price Decreases means, without duplication of any amounts, (a) if the Working Capital is negative at the Working Capital Valuation Time, then such amount, (b) the aggregate amount of any cash dividends or distributions made in respect of any Acquired Equity Interests after the Working Capital Valuation Time and prior to or at the Closing (but only to the extent such cash dividends or distributions are expressly permitted by Section 5(c)(vii)), (c) the amount of the Poseidon Debt (Actual), if any, in excess of the Poseidon Debt (Normal) as of the Closing, (d) the sum of the positive difference by which the amount of the Non- Current Liabilities as of the Closing exceeds the amounts set forth on Schedule 1(c); and (e) the amount by which Working Capital decreases or is used (i.e. Current Assets decrease and/or the Current Liabilities increase) as a result of satisfying any Non-Current Liabilities or Indebtedness under the Poseidon Loan Documents during the period between the Working Capital Valuation Time and Closing. Notwithstanding the foregoing, each Purchase Price Decrease related to a Subject Entity shall be calculated based on the Percentage Interest applicable to the applicable Subject Entity to which such Purchase Price Decrease is attributable.
Purchase Price Decreases means, without duplication, (i) 100% of all cash distributions made by the Acquired Companies after the Effective Time (exclusive of cash distributions pertaining to Retained Items) and (ii) the amount of the Maintenance Shortfall (if any).