Purchase Price Elements definition

Purchase Price Elements means, collectively, the following: (a) the Closing Indebtedness, (b) the Closing Working Capital, and (c) the Closing Miraclon Entity/Transferred Subsidiary Cash.
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Purchase Price Elements means, collectively, the following: (i) the Closing Working Capital; (ii) the Closing Cash Amount; and (iii) the Closing Indebtedness.
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Purchase Price Elements has the meaning set forth in Section 1.4(a).
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Examples of Purchase Price Elements in a sentence

  • Not earlier than thirty (30) and not later than twelve (12) days prior to the anticipated Closing Date, Seller shall in good faith prepare and deliver to Purchaser a statement (the “Estimated Closing Statement”) setting forth its calculation of (i) the Estimated Purchase Price and (ii) each of the Estimated Purchase Price Elements, together with reasonable supporting detail with respect to the calculation of such amounts.

  • Each of the Closing Date Purchase Price Elements shall be determined in a manner consistent with and in accordance with the Statement Principles.

  • Buyer shall promptly pay over to Seller the amount of any such refund or any such credit, less any reasonable out-of-pocket expenses or Taxes actually due as a result of such Tax refund, within five (5) days after the receipt or entitlement thereto, except to the extent such refund arises as the result of a carryback of a loss or other tax benefit from a Tax period (or portion thereof) beginning after the Closing Date or such refund was reflected in the calculation of the Final Purchase Price Elements.

  • At the end of such thirty (30)-day period, if no agreement on any such disputed Purchase Price Element(s) has been reached, then Seller and Purchaser shall submit in writing their positions with respect to any and all matters that remain in dispute and that were properly included in the Notice of Disagreement to an internationally recognized independent accounting firm (the “Accounting Firm”) for resolution of any and all such matters in accordance with the terms of this Agreement.

  • During the thirty (30)-day period following the delivery of a Notice of Disagreement, Seller and Purchaser shall seek in good faith to resolve in writing any differences that they have with respect to the matters specified in the Notice of Disagreement and agree on a final and binding determination of such disputed Purchase Price Element(s).

  • To the extent any Tax refund or credit paid to Seller pursuant to this Section 5.5 or reflected in the calculation of the Final Purchase Price Elements is subsequently disallowed or required to be returned to the applicable Taxing Authority, Seller agrees promptly to repay the amount of such refund, together with any interest, penalties or other additional amounts imposed by such Taxing Authority, to Buyer.

  • If Seller does not deliver an Objection Notice within such forty-five (45) day period, the Closing Statement and the calculations of Purchase price and the Purchase Price Elements therein shall be final, conclusive and binding on the parties.

  • The Independent Accounting Firm shall consider only those items or amounts in the Closing Statement or the calculation of the Purchase Price Elements, with respect to which Buyer and Seller have disagreed, as set forth in the Notice of Disagreement, and been unable to reach agreement (the “Unresolved Matters”).

  • In case of non-payment by the Sellers of the amount of Damages accepted or otherwise finally determined in the delays set forth hereof, the Buyer shall be entitled to reduce the Additional Purchase Price Elements Payments payable to the Sellers (if any) as set forth in ARTICLE II.6.B (J).

  • The calculations described under the foregoing clauses (i), (ii) and (iii) are collectively referred to herein as the “Closing Statement.” Notwithstanding anything herein to the contrary, the parties acknowledge and agree that the Final Closing Statement and the component items and calculations therein, including the Purchase Price Elements, shall be prepared in accordance with the terms (including the definitions) of this Agreement, including the Accounting Principles.


More Definitions of Purchase Price Elements

Purchase Price Elements means, collectively, the following: (i) Closing Cash; (ii) Arizona Property Purchase Costs; (iii) Closing Indebtedness; (iv) Transaction Costs; (v) Net Working Capital; (vi) Refinancing Fees and Expenses; and (vii) Aggregate CapEx Catch-up Amount.
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Purchase Price Elements means, collectively, the following: (i) Closing Cash; (ii) Arizona Property Purchase Costs; (iii) Closing Indebtedness; (iv) Transaction Costs; (v) Net Working Capital; (vi) Refinancing Fees and Expenses; and
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Purchase Price Elements shall have the meaning as defined in Section 4.1.1 PURCHASER shall have the meaning as defined in the Caption RELATED PARTIES shall have the meaning as defined in Section 1 REPRESENTATIVES shall have the meaning as defined in Section 1 RESIGNATION shall have the meaning as defined in Section 6.1 (vii) REVIEW PERIOD shall have the meaning as defined in Section 5.1.4 SECONDARY RECIPIENTS shall have the meaning as defined in Section 17.4.1 SELLERS shall have the meaning as defined in the Caption SHARES shall have the meaning as defined in Section 2.2 SHAREHOLDER AGREEMENTS shall have the meaning as defined in Section 2.6. STRADDLE TAXES shall have the meaning as defined in Section 10.2 STRADDLE TAX PERIOD shall have the meaning as defined in Section 10.2 TAX CONSOLIDATIONS shall have the meaning as defined in Section 7.16.5 TAX INDEMNITY shall have the meaning as defined in Section 10.1.1 TAXES shall have the meaning as defined in Section 1 TAX RETURNS shall have the meaning as defined in Section 7.16.1 THIRD-PARTY CLAIM shall have the meaning as defined in Section 8.5.1.1 LIST OF EXHIBITS
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Related to Purchase Price Elements

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

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

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

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

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

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

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

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

  • 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.

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

  • Purchase Price Per Share means $0.01 per share, as may be adjusted from time to time in accordance with Section 5 or 6.

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

  • 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.

  • 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 Escrow Amount means $500,000.

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

  • 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.

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

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

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

  • Per Unit Purchase Price equals $0.8670, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur between the date of this Agreement and the applicable Closing Date.

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

  • 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).

  • Base Price means the price to be used as the basis for determining the Spread upon the exercise of an Appreciation Right.

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

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