Aggregate Consideration; Purchase Price Sample Clauses

Aggregate Consideration; Purchase Price. (a) No later than three (3) Business Days after the conditions to Closing set forth in ARTICLE VIII have been met or waived (except for those conditions which by their terms are to be satisfied at Closing), Seller shall prepare and deliver to Buyer a statement (the “Estimated Closing Statement”) setting forth (i) Seller’s good faith calculation of (x) the amount of the Closing Working Capital, calculated assuming the Closing is to occur on the seventh (7th) Business Day following delivery by Seller to Buyer of the Estimated Closing Statement (whether or not Closing actually occurs on such date) (the “Estimated Closing Working Capital”) and (y) the amount of the Estimated Working Capital Adjustment, which statement shall quantify, consistent with the presentation of Closing Working Capital illustrated in Schedule 1.5(a), the items constituting such Estimated Closing Working Capital and such Estimated Working Capital Adjustment, if any, and in each case calculated in accordance with the terms of this Agreement, including the definition of Closing Working Capital. The Estimated Closing Statement shall be prepared consistent with the terms and conditions of this Agreement. If Buyer objects to the Estimated Closing Statement, Buyer shall deliver written notice to Seller within three (3) Business Days after Buyer’s receipt of Seller’s Estimated Closing Statement (the “Buyer Notice of Objection”), which notice shall include in reasonable detail the basis for such objection and Buyer’s good faith calculation of Estimated Closing Working Capital and the Estimated Working Capital Adjustment. If Buyer does not deliver the Buyer Objection Notice to Seller within three (3) Business Days after Buyer’s receipt of the Estimated Closing Statement from Seller, the Estimated Closing Statement and the Estimated Closing Working Capital shall be binding for purposes of this Section 1.5 but not, for the avoidance of doubt, for purposes of Section 1.6. If Buyer timely delivers the Buyer Notice of Objection to Seller, then either Buyer or Seller may notify the Accounting Firm to proceed promptly to review (in accordance with the terms of this Section 1.5(a) and the Accounting Firm Retention Letter) and determine whether the items disputed by Buyer set forth in the Estimated Closing Statement and the Estimated Closing Working Capital were correct and prepared consistent with the terms of this Agreement, including the definition of Closing Working Capital (calculated, assuming for t...
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Aggregate Consideration; Purchase Price. (a) The aggregate consideration to be paid by Buyer for the Purchased Assets shall consist of (i) the Purchase Price (as defined below) and (ii) the assumption of the Assumed Liabilities.
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Related to Aggregate Consideration; Purchase Price

  • Aggregate Consideration 10.1 Agreement.......................................................................

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

  • 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”.

  • Purchase Price; Consideration Purchaser shall, on the date hereof (the “Closing Date”), issue to Seller a promissory note, substantially in the form attached hereto as Exhibit B, in the sum of Fifteen Thousand Dollars ($15,000) (the “Promissory Note”) as the consideration for the Ownership Interests.

  • Total Consideration The aggregate consideration (the "Consideration") payable by the Surviving Partnership in connection with the merger of the Merged Partnership with and into the Surviving Partnership shall be $8,275,000, subject to adjustments at Closing pursuant to Section 3.9 and costs paid pursuant to Section 3.10(c) and Section 3.11, plus the amount of any tax or other reserves held by the Existing Lender (hereinafter defined).

  • Share Purchase Price The aggregate purchase price for the Purchased Shares (the "Share Purchase Price") will consist of the payment of an amount of cash, equal to $30.10 per Purchased Share, as set forth on Schedule I.

  • 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.

  • Amount of Purchase Price The purchase price (“Purchase Price”) per Share for each Share which Optionee is entitled to purchase under the Options shall be $2.25 per Share.

  • Purchase Consideration The consideration payable in connection with a purchase transaction shall be debited from the appropriate deposit account of the Portfolio as of the time and date that funds would ordinarily be required to settle the transaction in the applicable market. The Custodian shall promptly recredit the amount at the time that the Portfolio or the Fund notifies the Custodian by Proper Instruction that the transaction has been canceled.

  • Cash Consideration In case of the issuance or sale of additional Shares for cash, the consideration received by the Company therefor shall be deemed to be the amount of cash received by the Company for such Shares (or, if such Shares are offered by the Company for subscription, the subscription price, or, if such Shares are sold to underwriters or dealers for public offering without a subscription offering, the public offering price), without deducting therefrom any compensation or discount paid or allowed to underwriters or dealers or others performing similar services or for any expenses incurred in connection therewith.

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