Purchase Price Deductions definition

Purchase Price Deductions has the meaning set forth in Section 6.8(a).
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Purchase Price Deductions are all out-of-pocket expenses of the Company, including legal, accounting and other professional fees, paid or payable by the Company for services rendered on or prior to the Closing Date in connection with the Merger.
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Purchase Price Deductions means (i) all Indebtedness of the Company which has not been fully paid off or retired as of the Closing Date without any remaining Liability to the Company and (ii) all Transaction Costs which have not been accrued in computing the Preliminary Working Capital Amount. The Purchase Price shall be allocated as follows: $1,000,000 to the covenants set forth in Section 7.06 and the balance to the Units.
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Examples of Purchase Price Deductions in a sentence

  • Prior to giving effect to the adjustments set forth in Section 2.05, the purchase price to be paid hereunder (the “Purchase Price”) shall be (i) $308,000,000 (the “Base Purchase Price”) minus (ii) the Estimated Purchase Price Deductions, plus (iii) the Preliminary Working Capital Amount, plus (iv) the Estimated Inventory Amount.

  • The total consideration to be paid to ----------------------------- the Stockholders by the Buyers for the Shares (the "Purchase Price") shall be (a) Forty Five Million Dollars ($45,000,000)(the "Base Purchase Price") minus (b) the aggregate amount of the Purchase Price Deductions (as hereinafter defined) as of the Closing Date.

  • On the Closing Date, Buyer shall deliver to the Sellers pursuant to the allocations set forth below (i) an amount of immediately available funds equal to $87,500,000 less $2,627,300, representing the estimate of the deductions from the purchase price (such estimate, the "Estimated Purchase Price Deductions") calculated in accordance with Schedule 3.1(a), (ii) plus the Equity Position described in Section 3.2 (as finally adjusted pursuant to Section 3.3, the "Purchase Price").


More Definitions of Purchase Price Deductions

Purchase Price Deductions means the sum as reflected on the Closing Balance Sheet of (i) long-term debt, less current portion, (ii) capital lease obligations, less current portion, and (iii) deferred purchase price liabilities, less current portion.
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Purchase Price Deductions means:
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Related to Purchase Price Deductions

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

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

  • Purchase Price Adjustment shall have the meaning specified in Section 3.02.

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

  • Purchase Price Adjustment Escrow Amount means $3,000,000.

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

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

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

  • 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).

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

  • 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).

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

  • 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.

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

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

  • Per Unit Purchase Price equals $2.125, 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.

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

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

  • 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.

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

  • 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.

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

  • Aggregate Purchase Price has the meaning set forth in Section 1.1.

  • Net Adjustment Amount means an amount, which may be positive or negative, equal to the Closing Net Working Capital as finally determined pursuant to this Section 2.9 minus the Preliminary Net Working Capital as set forth on the Preliminary Closing Statement;

  • Post-Closing Adjustment Amount has the meaning set forth in Section 2.2(a).