Adjustment to Applicable Purchase Price Sample Clauses

Adjustment to Applicable Purchase Price. (i) If, in any calendar quarter, the average Net Sales price per unit in the United States for the Initial Blood Screening Assay for the qualitative detection of both HCV and HIV-1 (other than sales pursuant to Sections 3.1.4(b) or 3.6) is [***], (provided, however, that such threshold price shall be adjusted for inflation occurring after the Effective Date which increases Gen-Probe's net Manufacturing Cost, pursuant to a fair method to be agreed upon by the parties), then the parties shall meet and negotiate in good faith concerning an adjustment to the Applicable Purchase Price in the Territory designed to compensate Gen-Probe with respect to the disproportionate burden which, as the party bearing the manufacturing cost, it would bear from the reduction in the average selling price. At such time, if any, the parties will consider, as one alternative, the establishment of a fixed transfer price for the Initial Blood Screening Assays.
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Adjustment to Applicable Purchase Price. The Applicable Purchase Price for the Combo Clinical Diagnostic Assay shall be adjusted pursuant to the process set forth in Section 3.1.6(c).
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Adjustment to Applicable Purchase Price. (i) If, in any calendar quarter, the average Net Sales price per unit in the United States for the Initial Blood Screening Assay for the qualitative detection of both HCV and HIV-1 (other than sales pursuant to Sections 3.1.4(b) or 3.6) is [CONFIDENTIAL TREATMENT REQUESTED], (PROVIDED, HOWEVER, that such threshold price shall be adjusted for inflation occurring after the Effective Date which increases Gen-Probe's net Manufacturing Cost, pursuant to a fair method to be agreed upon by the parties), then the parties shall meet and negotiate in good faith concerning an adjustment to the Applicable Purchase Price in the Territory designed to compensate Gen-Probe with respect to the disproportionate burden which, as the party bearing the manufacturing cost, it would bear from the reduction in the average selling price. At such time, if any, the parties will consider, as one alternative, the establishment of a fixed transfer price for the Initial Blood Screening Assays.
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Related to Adjustment to Applicable Purchase Price

  • Adjustment to Purchase Price The parties agree that any indemnification payments made pursuant to this Agreement shall be treated for tax purposes as an adjustment to the Purchase Price, unless otherwise required by applicable law.

  • Base Purchase Price Buyer agrees to pay for the Assets the total sum of Thirty Million and No/100 Dollars ($30,000,000.00) (“Base Purchase Price”) to be paid by direct bank deposit or wire transfer in same day funds at the Closing, subject only to the price adjustments set forth in this Agreement.

  • Agreement to Purchase Purchase Price Buyer acknowledges that it was the successful bidder for the Property at the Foreclosure Sale with a successful bid for the Property at the Foreclosure Sale in the amount of [ ] ($ ) (the “Purchase Price”), and agrees to purchase all of the interest in the Property from Seller in accordance with and in reliance upon the terms and conditions of this Agreement.

  • Purchase Price Payment The total Purchase Price for the Property is the amount of the successful bid for the parcel at public auction.

  • Cash Purchase Price The term "Cash Purchase Price" shall have the meaning set forth in Section 2.3(a).

  • Purchase Price Adjustment (a) At least five (5) Business Days prior to the Closing, Trimble shall prepare and deliver to AGCO a statement (the “Estimated Company Closing Statement”) in substantially the form and calculated in accordance with accounting principles, policies, practices, procedures, classifications and methodologies attached hereto as Exhibit G, setting forth its good faith estimates of the Company Closing Cash (the “Estimated Company Closing Cash”), the Company Closing Indebtedness (the “Estimated Company Closing Indebtedness”), the Company Closing Working Capital (the “Estimated Company Closing Working Capital”) and the Company Closing Transaction Expenses (the “Estimated Company Closing Transaction Expenses”), in each case, with such estimates calculated based on Cash, Indebtedness, Working Capital and Transaction Expenses as of the prior month’s end close, which statement shall contain (i) an estimated balance sheet of the Company as of the end of the prior month (after giving effect to the Carve-Out Restructuring, but without giving effect to the JCA Contribution), and (ii) a calculation of the Estimated Company Closing Cash, the Estimated Company Closing Indebtedness, the Estimated Company Closing Working Capital and the Estimated Closing Transaction Expenses, in each case, as of the prior month’s end close, together with reasonable supporting documentation. Following the delivery of the Estimated Company Closing Statement, Trimble shall make its representatives reasonably available to AGCO to discuss the calculations contained in the Estimated Company Closing Statement, and the Parties shall consider in good faith the other Party’s comments to the Estimated Company Closing Statement. If any adjustments are made to the Estimated Company Closing Statement by Trimble following the good faith discussion of the Parties prior to the Closing, such adjusted Estimated Company Closing Statement shall thereafter become the Estimated Company Closing Statement for all purposes of this Section 2.7.

  • The Purchase Price If the sale of the Property is not subject to HST, Seller agrees to certify on or before (included in/in addition to) closing, that the sale of the Property is not subject to HST. Any HST on chattels, if applicable, is not included in the Purchase Price.

  • Adjustments to the Purchase Price The Purchase Price shall be adjusted as of the Closing Date by:

  • 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:

  • Aggregate Purchase Price The aggregate purchase price for the Notes (the “Aggregate Purchase Price”) shall equal the result of (x) divided by (y), where (x) equals the Aggregate Principal Amount and (y) equals 1.25. Each date upon which a Closing occurs is a “Closing Date”.

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