Unadjusted Purchase Price definition

Unadjusted Purchase Price has the meaning set forth in Section 3.1.

Unadjusted Purchase Price is defined in Section 2.2.

Unadjusted Purchase Price as defined in Section 3.01.

Examples of Unadjusted Purchase Price in a sentence

• The Preliminary Settlement Statement, as agreed upon by the Parties, will be used to adjust the Unadjusted Purchase Price at Closing; provided that if the Parties cannot agree on all adjustments set forth in the Preliminary Settlement Statement prior to the Closing, then any such unagreed adjustments as set forth in the Preliminary Settlement Statement as presented by Seller will be used to adjust the Unadjusted Purchase Price at Closing.

• If the Parties are unable to agree on the amount of any reduction to the Unadjusted Purchase Price under this Section 7.6 or the preceding sentence, Seller’s good faith and reasonable estimate shall be used for the purposes of adjusting the Unadjusted Purchase Price at Closing, subject to final adjustment in accordance with Section 2.4.

• After the Closing, the Parties shall cooperate in good faith to allocate the Unadjusted Purchase Price, Assumed Obligations, and all other items constituting consideration for applicable Income Tax purposes (to the extent known) among the Assets in accordance with Section 1060 of the Code and the Treasury Regulations promulgated thereunder and in a manner consistent with Schedule 2.2 (the “Allocation”).

• For the avoidance of doubt, for any Casualty Loss that equals or exceeds One Million Dollars ($1,000,000) but is not covered by a Third Party insurance policy, Seller shall reduce the Unadjusted Purchase Price by the cost and expense to repair or replace the Assets affected by such Casualty Loss.

• Schedule 2.2 sets forth the agreed allocation of the Unadjusted Purchase Price among the Assets.

More Definitions of Unadjusted Purchase Price

Unadjusted Purchase Price has the meaning set forth in Section 16.1(g)(ii). “WARN Act” means the Worker Adjustment and Retraining Notification Act of 1988.

Unadjusted Purchase Price shall have the meaning ascribed to such term in Section 1.2 hereof.

Unadjusted Purchase Price has the meaning set forth in Section 4.1(a).

Unadjusted Purchase Price means, with respect to any Dealer Receivable purchased hereunder, unless otherwise agreed by both Seller and Purchaser, an amount equal to 100% of the related Invoice Amount or Estimated Invoice Amount, as applicable; provided, however, that such price will be reduced as necessary to ensure that it will not be materially less favorable to Purchaser than prices for comparable transactions of a generally similar character at the time of the purchase taking into account the quality of the assets being purchased and other pertinent factors; and provided, further, that such price will be increased as necessary to ensure that it will not represent less than reasonably equivalent value therefor.

Unadjusted Purchase Price means the sum of the (i) the Unadjusted Cash Purchase Price and (ii) the product of (A) the Stock Purchase Price multiplied by (B) the Per Share Value.

Unadjusted Purchase Price means $135,000,000.

Unadjusted Purchase Price has the meaning set forth in Section 1.3.