Aggregate Purchase Price Clause Samples
The Aggregate Purchase Price clause defines the total amount to be paid by the buyer for all assets or interests being acquired under the agreement. This clause typically specifies whether the price is a fixed sum or subject to adjustments based on factors such as working capital, debt, or other financial metrics at closing. By clearly stating the overall purchase consideration, the clause ensures both parties have a mutual understanding of the total financial commitment, thereby reducing the risk of disputes over payment obligations.
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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”.
Aggregate Purchase Price. The aggregate purchase price (the "Purchase Price") for the Assets is Forty Nine Million Nine Hundred Ninety Eight Thousand Dollars ($49,998,000.00), plus an amount equal to the sum of the following:
(a) An amount equal to the value of the inventory of propane gas located in United's bulk storage tanks and trucks as of the close of business on the Closing Date with the amount of such inventory to be based upon a reading from the sight gauge located on such bulk storage tanks and trucks taken by United (with Buyer having observation rights) on the Closing Date and priced based upon the cost method for inventory regularly employed by United in its inventory accounting practices (the "Propane Inventory");
(b) An amount equal to the value of the inventory of parts and appliances of United as of the close of business on the Closing Date, usable and saleable in the ordinary course of the Business of United, with the amount of such inventory to be based upon a physical inventory taken by United (with Buyer having observation rights) on June 30, 2003 and thereafter maintained by United throughout Closing Date in accordance with United's perpetual inventory method, with the value of such inventory at Closing to be based upon the cost method for inventory regularly employed by United in its inventory accounting practices (the "Parts and Appliances Inventory");
(c) For the accounts receivable arising from the Business of United and owned by United, the amount of which shall be determined from the books and records of United by Buyer and United, as of the close of business on the Closing Date ("Accounts Receivable"):
(i) An amount equal to ninety-five percent (95%) of the Accounts Receivable which have been due and payable for less than one hundred twenty (120) days prior to Closing Date;
(ii) An amount equal to fifty percent (50%) of the Accounts Receivable which have been due and payable for at least one hundred twenty (120) days but less than one hundred eighty (180) days prior to the Closing Date; and
(iii) No amount shall be payable for Accounts Receivable which are due and payable for one hundred eighty (180) days or more prior to the Closing Date;
(d) An amount equal to the cost of all Reimbursable Capital Items purchased by United after May 15, 2003 and prior to the Closing Date; and
(e) An amount equal to United's cost of sporting event tickets and related expenses listed on Schedule 3.1(e) for events subsequent to Closing Date. minus an amount equal to the s...
Aggregate Purchase Price. 1 Agreements................................................................ 3
Aggregate Purchase Price. Subject to Section 2.2 below, the aggregate purchase price for the Assets (the “Purchase Price”) is $45,000,000.
Aggregate Purchase Price. The Subscription Agent shall have delivered to the Company the aggregate purchase price of $355,000,000 for the Common Shares and Preferred Shares issued in accordance with this Agreement and the Rights Offering.
Aggregate Purchase Price. The aggregate purchase price (the ------------------------ "Purchase Price") for the Assets and the Noncompetition Agreements is Sixty-Six Million Dollars ($66,000,000), plus an amount equal to the sum of the following:
(a) The inventory of propane gas (i) located in each SELLER's bulk storage tanks and bobtails on the Closing Date and useable and saleable in the ordinary course of the Business of such SELLER, the amount of such inventory to be based upon a reading from the sight gauge located on such bulk storage tanks and bobtails (adjusted to 60 degrees Fahrenheit) taken jointly by a representative of BUYER and a representative of such SELLER on the Closing Date and priced based upon the lowest wholesale delivered price at which such SELLER could purchase propane on the Closing Date, and (ii) owned by any SELLER and stored in third party storage facilities, and priced based upon (x) the actual cost of (1) up to Two Million (2,000,000) gallons of such inventory that is located at the Marysville, Michigan underground storage facility on the Closing Date and (2) any additional such inventory held by such SELLER to meet the obligations of such SELLER pursuant to long-term contracts described in Section 3.2 hereof, and (y) for all other such inventory, the lower of actual cost or market price at such storage facility on the Closing Date (the "Propane Inventory"). (The Parties recognize that BUYER will be assuming certain Fixed Purchase Contracts for the purchase of propane pursuant to Section 3.2 hereof.);
(b) The inventory of gasoline and diesel fuels owned by each SELLER and priced at the lower of actual cost or market price at each facility, and the inventory of parts, equipment held for resale, work in progress and appliances of each SELLER on the Closing Date usable and saleable in the ordinary course of the Business of such SELLER, with the amount of such inventory to be based upon a physical inventory taken jointly by a representative of BUYER and a representative of such SELLER on the Closing Date and priced based upon the average cost method for inventory regularly employed by such SELLER in its inventory accounting practices; provided, however, that no amount shall be paid under this Section 3.1(b) for new or used retail customer propane tanks (the "Parts and Appliances Inventory");
(c) Accounts receivable (the "Accounts Receivable") arising from the Business of each SELLER and owned by such SELLER as of the Closing Date that are actually collected...
Aggregate Purchase Price. While the redemption transactions and the stock purchase transactions referenced in Sections 1.3 and 1.4 hereof are separate and distinct transactions, it is the intent of the parties that the aggregate consideration paid and received in connection with such transactions equal the remainder of (a) $138,299,924.58, minus (b) the aggregate amount of the Funded Indebtedness of the Company on the Closing Date prior to giving effect to the Closing Transactions, subject to adjustment as provided herein. Such consideration has been and, to the extent of the Aggregate Escrow Amount (as herein defined) and any Final Upward Adjustment (as herein defined), will be paid, in the form of (a) cash, (b) transfer to T.W. ▇▇▇▇▇ ▇▇▇ Bett▇ ▇▇▇▇▇ ▇▇ the Excluded Assets, (c) the execution and delivery by the Company to the Shareholders of promissory notes in the form of Exhibit G hereto and in an aggregate principal amount of $1,582,500 (the "TAX NOTES"), (d) the execution and delivery by the Company to the Shareholders of promissory notes in the form of Exhibit H hereto (the "WORKING CAPITAL ADJUSTMENT NOTES" and together with the Tax Notes, the "PROMISSORY NOTES"), and (e) funding of the Escrow Account. Because it is impossible for the Company's auditors to prepare and deliver on the Closing Date an audited balance sheet dated as of the Closing Date, the Aggregate Stock Purchase Price and Aggregate Closing Date Redemption Price have been determined using the Estimated Closing Balance Sheet and the adjustment protocols described below and has been paid in the forms provided below (the "ESTIMATED AGGREGATE PURCHASE PRICE"). As soon as practicable after the Closing, but in all events within forty-five (45) days after Closing, the Company's auditors shall deliver to the parties the Audited Closing Balance Sheet described below and the Estimated Aggregate Purchase Price shall be adjusted, if required hereunder, using the Audited Closing Balance Sheet and the adjustment protocols described below. Such adjusted aggregate purchase and redemption price shall then become the final aggregate purchase price and shall be paid in the forms provided below (the "FINAL AGGREGATE PURCHASE PRICE").
Aggregate Purchase Price. The aggregate cash consideration to be paid by Purchaser to Seller for the Transferred Rights is equal to the product of (a) the Purchase Rate, multiplied by (b) the Claim Amount (the product being the “Aggregate Purchase Price”), subject to adjustment pursuant to Section 6.
Aggregate Purchase Price. The Backstop Parties shall have delivered to the Company, as the total aggregate purchase price for the Unsubscribed Shares, an amount of readily available (same day) funds denominated in United States Dollars equal to the product obtained by multiplying (A) the Purchase Price (as it may be adjusted in accordance with the terms hereof) and (B) the number of Unsubscribed Shares (as it may be adjusted in accordance with the terms hereof).
Aggregate Purchase Price. The term, “Aggregate Purchase Price,” means an amount equal to the sum of: