Examples of Tentative Purchase Price in a sentence
Buyer has liquid capital or committed sources therefor sufficient to permit it to perform timely its obligations hereunder, including, but not limited to, the payment of the Tentative Purchase Price to Seller at the Closing and the other payments to Seller required hereunder.
The Parties hereby agree that, for purposes of the Tentative Purchase Price Allocation set forth in Annex B of the Letter Agreement dated December 11, 2007, the entire One Hundred Million Dollar ($100,000,000.00) reduction of the Initial Purchase Price pursuant to this Amendment shall be allocated to reduce intangible property and goodwill.
The Parties acknowledge and agree that the only differences between the Tentative Purchase Price Allocation and the Final Purchase Price Allocation will be items requiring adjustments pursuant to Sections 2.2(a)(ii)-(iv) and 2.2(d).
Buyer shall have paid to Seller the Tentative Purchase Price, as adjusted pursuant to Section 1.7(a), required to be paid pursuant to Section 1.3.
The Inventory Amount shall be determined based on such physical inventory using the aggregate cost of Annaco’s Inventory as of the Effective Time calculated in the manner described in this Section 2.2, and the Inventory Adjustment Amount, as so determined, shall be added to or deducted from the Tentative Purchase Price, as the case may be, based on such calculation.
The Tentative Purchase Price plus or minus the Adjustment Amount is referred to herein as the “Purchase Price”.
Within five business days of the final determination of the amount of the Purchase Price as provided in Paragraph 2.2, either Buyer shall pay to Seller or Seller shall pay to Buyer, as the case may be, in immediately available funds, the amount by which the Purchase Price as so finally determined is different from the Tentative Purchase Price.
The “Purchase Price Adjustment” shall be an amount equal to the Purchase Price minus the Tentative Purchase Price.
The Tentative Purchase Price plus or minus the Inventory Adjustment Amount is referred to herein as the “Purchase Price” and the sum of the Purchase Price and the Assumed Liabilities is referred to as the Purchase Consideration.
All payments (other than Excess Interim Payments) which are received by Buyer (or its successors in interest or assigns) after the relevant Closing Date with respect to Straddle Patients and which relate to such cut-off billings shall constitute Receivables for purposes of calculating the Tentative Purchase Price and the Interim Net Book Values for such Scheduled Closing.