Purchase Price Reduction definition

Purchase Price Reduction has the meaning set forth in Section 2.3(a) hereof.

Purchase Price Reduction means the aggregate amount of deferred revenues of the Business as of the Closing Date minus the amount of prepaid rent of the Business as of the Closing Date, in each case as mutually agreed upon by the parties.

Purchase Price Reduction shall have the meaning set forth in Section 1.4(c).

Examples of Purchase Price Reduction in a sentence

• If the net assets of InConcert as of the Closing Date shall not exceed the amount of liabilities reflected on the Balance Sheet by at least $600,000 (a "Shortfall"), the Purchase Price shall be reduced by the amount of such Shortfall (a "Purchase Price Reduction").

• If, prior to the expiration of the Hold Back Period, the Purchaser has given notice of any Indemnification Claims and/or Purchase Price Reduction Claims, the Escrow Agent shall retain Principal in an amount equal to the aggregate of all such Indemnification Claims and Purchase Price Reduction Claims together with any interest or income thereon (collectively the "Retained Portion").

• Not less than three business days prior to the Initial Closing Date, Sellers shall deliver to Buyer a certificate prepared in good faith setting forth the amount, if any, of the Purchase Price Reduction, and shall provide Buyer with such information as Buyer may reasonably request to verify the amount of the Purchase Price Reduction.

• In the event that the Escrow Fund is insufficient to cover the amount of the Preliminary Purchase Price Reduction, then the Escrow Agent shall distribute the entire Escrow Fund to the Purchaser as provided above and the Seller or Audiovox, on behalf of the Seller, shall pay, on or prior to the same date as the Escrow Agent distributes the Escrow Fund to the Purchaser, an amount to the Purchaser, by wire transfer in immediately available funds, equal to the amount of such deficiency.

• If all or a portion of the Purchase Price Reduction is payable after the Purchaser's initial public offering, the Purchaser's common stock shall be valued at the higher of (i) the price to the underwriters of the common stock in the initial public offering or (ii) the average of the closing price per share on the Nasdaq National Market for the five trading days immediately preceding October 1, 1998.

More Definitions of Purchase Price Reduction

Purchase Price Reduction has the meaning set forth in Section 6.6.

Purchase Price Reduction means $5,000,000.

Purchase Price Reduction is defined in Section 1.5(e).

Purchase Price Reduction shall have the meaning defined in art. 2.3.1 (i) of this Agreement.

Purchase Price Reduction has the meaning set forth in Section 2.10(e).

Purchase Price Reduction shall have the meaning specified in Article 3(k).

Purchase Price Reduction means the proceeds of any payment made to the Parent or the Company under clause 4.5 (Adjustment Payment) of the Acquisition Agreement or any other reduction or downward adjustment to the purchase price for the Acquisition pursuant to the Acquisition Documents, except for Excluded Purchase Price Reduction Proceeds.