Adjustment of Purchase Price; Payment Sample Clauses

Adjustment of Purchase Price; Payment. The Purchase Price shall be adjusted by multiplying the Closing Net Book Value plus One Hundred Fifty Thousand Dollars ($150,000.00) by Xxxxxx'x proportionate share of all outstanding shares in First Security. By way of example: Assuming Closing Net Book Value is the same as the end of March, 1995 $3,800,000.00 Premium Over Book +150,000.00 ------------- $3,950,000.00 Xxxxxx'x Proportionate Share 87.31937% ------------- Adjusted Purchase Price (including deposit) $3,449,115.00
Sample 1
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Adjustment of Purchase Price; Payment. The Purchase Price shall be decreased by the amount by which the Closing Net Book Value on the Closing Date is less than $7,000,000. Within 15 days after receipt by the Shareholder Representative of the Closing Date Balance Sheet, the Shareholders shall pay the net amount of any decrease to the Purchase Price, as calculated in accordance with this Section 2.3, to the Buyer in cash with interest from the Closing Date to the date such difference is paid at a fluctuating rate per annum which at all times shall be the lowest rate of interest generally charged from time to time by Mellon Bank, N.A. and publicly announced by Mellon Bank, N.A. as its so-called "prime rate"; provided, however, that if there are any Disputed Matters, any payment finally determined to be due either by agreement or by arbitration shall be made by the Shareholders within 10 days after such determination, with interest as aforesaid. Each Shareholder shall pay Buyer a pro rata share, based upon such Shareholder's Proportionate Interest as set forth in column C of Exhibit A, of any such decrease to the Purchase Price.
Sample 1
Adjustment of Purchase Price; Payment. If the Balance Sheet Criteria are not fully satisfied, then the Purchase Price shall be reduced by that amount necessary to satisfy any asset deficiency or reduce any excess liability, so that all of the Balance Sheet Criteria are satisfied (which amount shall include interest at the Interest Rate from the Closing Date to the date such amount is paid); Shareholder shall pay to Buyer such amount within fifteen (15) days after delivery of the Closing Date Balance Sheet to Shareholder pursuant to subsection 2.7(a) hereof, or, if disputed, within ten (10) days of the final resolution of such dispute.
Sample 1
Adjustment of Purchase Price; Payment. (a) The Purchase Price shall be increased dollar for dollar by the amount by which the Closing Net Book Value on the
Sample 1
Adjustment of Purchase Price; Payment. If the Closing Shareholders' Equity is less than $27,500,000, then the Purchase Price shall be reduced by the amount equal to .25 multiplied by the product of (i) the Applicable Ratio; multiplied by (ii) $27,500,000 minus the Closing Shareholders' Equity. The amount of such adjustment shall be referred to as the "Adjustment Amount." Within 60 days after receipt by the parties of the Closing Date Balance Sheet, Seller shall pay to Buyer by wire transfer of immediately available funds the Adjustment Amount with interest thereon from the Closing Date to the date of payment of the Adjustment Amount, such interest to be calculated at a fluctuating rate per annum which at all times shall be the 30-day LIBOR rate quoted from time to time by First Chicago National Bank; provided, however, that if there are any Disputed Matters, the Adjustment Amount finally determined to be due either by agreement of the parties or by arbitration shall be paid by wire transfer of immediately available funds by Seller within 10 days after such determination, with interest as aforesaid.
Sample 1

Related to Adjustment of Purchase Price; Payment

  • Adjustment of Purchase Price NUMBER AND KIND OF SHARES OR NUMBER OF RIGHTS. The Purchase Price, the number and kind of shares covered by each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 11.

  • Purchase Price; Payment of Purchase Price In addition to the Assumed Liabilities described below, the aggregate consideration for the Subject Assets (the “Purchase Price”) shall be the amount equal to: $2,000,000. The Purchase Price shall be subject to adjustment as set forth in Section 1.7 below as so adjusted.

  • Payment of Purchase Price The Purchase Price shall be paid as follows:

  • Purchase Price Payment Purchaser shall deliver to SAFEDOX the sum of $5,000 in payment of the 16,667 shares of Common Stock purchased by Purchaser hereunder, a per share price of $.30, which payment shall be delivered as provided in paragraphs VI and VII hereinbelow.

  • Adjustment of Purchase Price and Number of Shares The number of shares of Common Stock issuable upon exercise of this Warrant (or any shares of stock or other securities or property receivable or issuable upon exercise of this Warrant) and the Purchase Price are subject to adjustment upon occurrence of the following events:

  • Purchase Price Payments 23 Section 10.02. THE PURCHASER NOTE.........................................................................23 ARTICLE XI Confidentiality.......................................................................................24 ARTICLE XII Term.................................................................................................25

  • Purchase Price; Allocation of Purchase Price (a) Subject to the terms and conditions of this Agreement, the purchase price for the Interests and the Purchased Assets (other than the Specified OUS Assets) (such amount, the “Purchase Price”) is payable as follows:

  • Allocation of Purchase Price Buyer shall deliver to Seller at Closing a preliminary allocation among the Auctioned Assets of the Purchase Price and among such other consideration paid to Seller pursuant to this Agreement that is properly includible in Buyer's tax basis for the Auctioned Assets for Federal income tax purposes, and, as soon as practicable following the Closing (but in any event within 10 Business Days following the final determination of the Adjustment Amount), Buyer shall prepare and deliver to Seller a final allocation of the Purchase Price and additional consideration described in the preceding clause, and the post-closing adjustment pursuant to Section 3.02, among the Auctioned Assets (the "Allocation"). The Allocation shall be consistent with Section 1060 of the Code and the Treasury Regulations thereunder. Seller hereby agrees to accept Buyer's Allocation unless Seller determines that such Allocation was not prepared in accordance with Section 1060 of the Code and the regulations thereunder ("Applicable Law"). If Seller so determines, Seller shall within 20 Business Days thereafter propose any changes necessary to cause the Allocation to be prepared in accordance with Applicable Law. Within 10 Business Days following delivery of such proposed changes, Buyer shall provide Seller with a statement of any objections to such proposed changes, together with a reasonably detailed explanation of the reasons therefor. If Buyer and Seller are unable to resolve any disputed objections within 10 Business Days thereafter, such objections shall be referred to the Accountants, whose review will be limited to whether Buyer's Allocation of such disputed items regarding the Allocation was prepared in accordance with Applicable Law. The Accountants shall be instructed to deliver to Seller and Buyer a written determination of the proper allocation of such disputed items within 20 Business Days. Such determination shall be conclusive and binding upon the parties hereto for all purposes, and the Allocation shall be so adjusted (the Allocation, including the adjustment, if any, to be referred to as the "Final Allocation"). The fees and disbursements of the Accountants attributable to the Allocation shall be shared equally by Buyer and Seller. Each of Buyer and Seller agrees to timely file Internal Revenue Service Form 8594, and all Federal, state, local and foreign Tax Returns, in accordance with such Final Allocation and to report the transactions contemplated by this Agreement for Federal Income Tax and all other tax purposes in a manner consistent with the Final Allocation. Each of Buyer and Seller agrees to promptly provide the other party with any additional information and reasonable assistance required to complete Form 8594, or compute Taxes arising in connection with (or otherwise affected by) the transactions contemplated hereunder. Each of Buyer and Seller shall timely notify the other Party and each shall timely provide the other Party with reasonable assistance in the event of an examination, audit or other proceeding regarding the Final Allocation.

  • Calculation of Purchase Price The “Purchase Price” to be paid to each Originator in accordance with the terms of Article III for the Receivables and the Related Rights that are purchased hereunder from such Originator shall be determined in accordance with the following formula: PP = OB x FMVD where: PP = Purchase Price for each Receivable as calculated on the relevant Payment Date. OB = The Outstanding Balance of such Receivable on the relevant Payment Date. FMVD = Fair Market Value Discount, as measured on such Payment Date, which is equal to the quotient (expressed as percentage) of (a) one, divided by (b) the sum of (i) one, plus (ii) the product of (A) the Prime Rate on such Payment Date, times (B) a fraction, the numerator of which is the Days’ Sales Outstanding (calculated as of the last day of the Fiscal Month immediately preceding such Payment Date) and the denominator of which is 365 or 366, as applicable.

  • Determination of Purchase Price The Securities Administrator will be responsible for determining the Purchase Price for any Mortgage Loan that is sold by the Trust or with respect to which provision is made for the escrow of funds pursuant to this Section 2.03 and shall at the time of any purchase or escrow certify such amounts to the Depositor; provided that the Securities Administrator may consult with the Servicer to determine the Purchase Price unless the Servicer is the Purchaser of such Mortgage Loan. If, for whatever reason, the Securities Administrator shall determine that there is a miscalculation of the amount to be paid to the Trust, the Securities Administrator shall from monies in a Distribution Account return any overpayment that the Trust received as a result of such miscalculation to the applicable Purchaser upon the discovery of such overpayment, and the Securities Administrator shall collect from the applicable Purchaser for deposit to the Securities Account any underpayment that resulted from such miscalculation upon the discovery of such underpayment. Recovery may be made either directly or by set-off of all or any part of such underpayment against amounts owed by the Trust to such Purchaser.

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