Purchase Price Reduction Amount definition

Purchase Price Reduction Amount shall have the meaning set forth in Section 2.04(a)(ii).

Purchase Price Reduction Amount means, with respect to any Hotel which is excluded from the Premises to be sold and purchased hereunder pursuant to this Section 7.1, or pursuant to Section 7.2 below, the portion of the Purchase Price allocable to such Hotel pursuant to Exhibit E.

Purchase Price Reduction Amount means the lesser of (A) the Cap and (B) 7 times the Annualized Difference. Examples of this calculation are set forth in Exhibit P.

Examples of Purchase Price Reduction Amount in a sentence

• The the extent the calculation of Net Working Capital results in a Purchase Price Reduction Amount, the Sellers shall be responsible for this amount, although the Sellers may make arrangements among the Company Stockholders to allocate this obligation pro rata among all Company Stockholders.

• The amount due hereunder shall be paid within five (5) business days of the final determination of the Purchase Price Reduction Amount or Purchase Price Increase Amount, as the case may be, by wire transfer of immediately available funds.

• If the Purchase Price Reduction Amount exceeds the Escrow Amount, the Escrow Amount together with all interest earned thereon from the Closing Date shall be distributed to Purchaser and Sellers shall remit promptly to Purchaser the amount by which the Purchase Price Reduction Amount exceeds the Escrow Amount on a pro-rata basis based upon the "Percentage of Capital Stock Ownership" set forth on Schedule A annexed hereto.

• If the Seller does not deliver the Dispute Notice to Purchaser within such Dispute Period, then the determination of the Net Purchase Price (and the resulting Additional Purchase Price Amount or Purchase Price Reduction Amount, as applicable) delivered by Purchaser to Seller shall be deemed final and accepted by the Seller.

• The determination of the Final Purchase Price (as well as the Additional Purchase Price Amount or the Purchase Price Reduction Amount, as applicable) by such accountants shall be final and binding on all parties for purposes of this Section 2.2.

More Definitions of Purchase Price Reduction Amount

Purchase Price Reduction Amount means the amount which is calculated by deducting the Closing Date Purchase Price from US$600,000,000.

Purchase Price Reduction Amount means the amount determined in accordance with Section 4.3, if any.

Purchase Price Reduction Amount means, upon the occurrence of a Purchase Price Reduction Event, the amount set forth in the chart below opposite the actual Accession Reduction Percentage for the two week period ending two days prior to the Closing Date: Accession Reduction Percentage Purchase Price Reduction Amount 3% $500,000 4% 710,000 5% 920,000 6% 1,130,000 7% 1,340,000 8% 1,550,000 9% 1,760,000 10% or greater 2,000,000

Purchase Price Reduction Amount provided, however, each party shall have the right to object to the Purchase Price Reduction Amount determined by the mutually approved licensed contractor by sending the other party written notice thereof within five (5) business days after the objecting party’s receipt of notice of the Purchase Price Reduction Amount. A party’s failure to timely object to the mutually approved licensed contractor’s Purchase Price Reduction Amount shall constitute such party’s approval thereof. If either party timely objects to the mutually approved licensed contractor’s Purchase Price Reduction Amount, then Seller and Buyer shall attempt to agree upon such Purchase Price Reduction Amount using their best good-faith efforts. If Seller and Buyer fail to reach agreement within five (5) business days after the initial objection to the mutually approved licensed contractor’s Purchase Price Reduction Amount (the “Outside Agreement Date”), then each party shall submit to the other party a separate written determination of the Purchase Price Reduction Amount within five (5) business days after the Outside Agreement Date, and such determinations shall be submitted to arbitration in accordance with clauses (i) through (vii), below. Failure of Seller or Buyer to submit a written determination of such Purchase Price Reduction Amount within such five (5) business day period shall conclusively be deemed to be the non-determining party’s approval of such Purchase Price Reduction Amount submitted within such five (5) business day period by the other party.

Purchase Price Reduction Amount has the meaning ascribed to that term in the Arrangement Agreement;

Purchase Price Reduction Amount means an amount equal to the net amount that the shareholders of Seller would need to refund to Purchaser so that the total net amount of the Purchase Price that the shareholders of Seller actually receive in cash after distribution from Seller (after deducting any and all fees, costs, expenses and Taxes) as calculated pursuant to the formulas and methods set forth on Exhibit A attached hereto is equal to the Net Purchase Price Target.

Purchase Price Reduction Amount means, if the Final Purchase Price is less than the Closing Purchase Price, the amount by which the Final Purchase Price is less than the Closing Purchase Price. As soon as practicable after the Closing, but in no event later than fifteen (15) days thereafter, Buyer shall deliver to Seller Buyer's calculation of the Final Purchase Price (as well as the Additional Purchase Price Amount or the Purchase Price Reduction Amount, as applicable), certified by Buyer as having been prepared in accordance with this Section 2.2 ("Buyer's Calculation").