Buyout Purchase Price Sample Clauses

Buyout Purchase Price. The term “
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Buyout Purchase Price. The Shareholder Representative shall notify the Buyer in writing within thirty (30) days of the termination date of L. Nordfjeld’s employment if the Shareholders desire to exercise such buyout option. The Shareholder Representative and the Buyer hereby agree to each provide to the other party their good faith determination of the EBITDA Amount (“Determinations”) within seven (7) days of the date the Buyer notifies the Shareholder Representative of its intent to exercise its rights under this paragraph and pay the Buyout Purchase Price. If the parties do not agree on the EBITDA Amount, the Shareholder Representative and the Buyer agree to negotiate in good faith a mutually agreeable resolution. If the parties cannot agree on a resolution within seven (7) days after receipt of the Determinations, the parties shall submit the matter for resolution to an internationally recognized arbitrator located in England (“Arbitrator”) not affiliated with either party, with resolution by the Arbitrator to be made within fourteen (14) days after the matter is submitted to the Arbitrator. The costs of the Arbitrator are to be paid by the party whose position is not upheld by the Arbitrator. However, if neither party’s position is upheld by the Arbitrator, the costs of the Arbitrator shall be shared equally by the parties. Such Buyout Purchase Price shall be payable in accordance with the terms of paragraph 1.4.3. Any Buyout Purchase Price paid under this paragraph shall be the final payment or amount due to the Shareholders, and nothing in this paragraph shall be construed to require the Shareholders to return or repay any of the Initial Stock Payment made under paragraph 1.4.1.
Sample 1
Buyout Purchase Price. If DRIVe provides a Purchasing Member Acceptance within thirty (30) days of receipt of the Buyout Notice, it shall, subject to Section 9.04, purchase such Units (a “Buyout”) at a price equal to the Appraised Value of the Units held by Fluor on the date of the delivery by DRIVe to Fluor of the Purchasing Member Acceptance as determined by a Qualified Appraiser. A “Qualified Appraiser” means a nationally recognized third-party appraiser mutually acceptable to the Members, which shall (i) be qualified to appraise toll road development and management businesses (ii) have been engaged in the appraisal or business valuation and consulting business for a period of not less than ten (10) years and (iii) not be associated with any Member or any Affiliate thereof; provided, however, that if the Members are unable to agree on a Qualified Appraiser within thirty (30) days of DRIVe’s delivery to Fluor of a Purchasing Member Acceptance (or, in accordance with Section 9.03, the delivery to Fluor of a Call Option Notice), then each of Fluor and DRIVe shall, within ten (10) days thereafter, appoint a nationally recognized third-party appraiser, which shall have the characteristics provided in the foregoing clauses (i) through (iii) and such appointed appraisers shall, within twenty (20) days thereafter, reasonably select a third party appraiser that shall have the characteristics provided in the foregoing clauses (i) through (iii). The Qualified Appraiser selected in accordance with this Section 9.02 shall, within sixty (60) days after its selection, make a determination of the Appraised Value of the Units held by Fluor on the date of the delivery by DRIVe to Fluor of the Purchasing Member Acceptance, which shall be binding on the Members.
Sample 1
Buyout Purchase Price. Notwithstanding anything to the contrary, at any time between the Closing Date and December 31, 2006, the Buyer may pay a buyout purchase price equal to the higher of (a) $2,000,000 (“Set Amount”) or (b) the Purchase Price as determined pursuant to paragraph 1.3.1 for the period from January 1, 2005 to the date of the Buyout less the payment made prior pursuant to paragraph 1.4.1 (“EBITDA Amount”) (collectively, the Set Amount and the EBITDA Amount shall be referred to as the “Buyout Purchase Price”). In addition, if L. Nordfjeld’s employment is terminated pursuant to Section 9(a)(iv) of L. Nordfjeld’s Employment Agreement, attached as Exhibit 5.2.6-1, the Shareholders shall have the right to demand that the Buyer pay the
Sample 1

Related to Buyout Purchase Price

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

  • Contract Purchase Price The amount actually paid or allocated in respect of the purchase, development, construction or improvement of an Asset, or the amount of funds advanced with respect to a Mortgage, exclusive of Acquisition Fees and Acquisition Expenses.

  • 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.

  • Option Purchase Price (A) If the Management Investor shall be terminated by the Company without Cause, resign with Good Reason or shall cease to be employed by the Company by reason of death, normal retirement at age 65 or more under the Company's normal retirement policies, or temporary or permanent disability, the "Option Purchase Price" for the Incentive Shares to be purchased from such Management Investor or such Management Investor's Permitted Transferees pursuant to the Purchase Option (such number of Incentive Shares being the "Purchase Number") shall equal the price calculated as set forth in the table below opposite the applicable Termination Date of such Management Investor: If the Termination Date Occurs: Option Purchase Price On or prior to the first anniversary of Adjusted Cost Price multiplied by the Closing the Purchase Number After the first anniversary of the Adjusted Cost Price multiplied by Closing, and on or prior to the second 80% of the Purchase Number, plus anniversary of the Closing Adjusted Book Value Price multiplied by 20% of the Purchase Number After the second anniversary of the Adjusted Cost Price multiplied by Closing, and on or prior to the third 60% of the Purchase Number, plus anniversary of the Closing Adjusted Book Value Price multiplied by 40% of the Purchase Number After the third anniversary of the Adjusted Cost Price multiplied by Closing, and on or prior to the fourth 40% of the Purchase Number, plus anniversary of the Closing Adjusted Book Value Price multiplied by 60% of the Purchase Number After the fourth anniversary of the Adjusted Cost Price multiplied by Closing, and on or prior to the fifth 20% of the Purchase Number, plus anniversary of the Closing Adjusted Book Value Price multiplied by 80% of the Purchase Number

  • Closing Purchase Price Buyer shall have delivered the Closing Purchase Price in accordance with Section 2.5. ARTICLE VII

  • Asset Purchase Price (a) All Assets and assets of the Failed Bank subject to an option to purchase by the Assuming Institution shall be purchased for the amount, or the amount resulting from the method specified for determining the amount, as specified on Schedule 3.2, except as otherwise may be provided herein. Any Asset, asset of the Failed Bank subject to an option to purchase or other asset purchased for which no purchase price is specified on Schedule 3.2 or otherwise herein shall be purchased at its Book Value. Loans or other assets charged off the Accounting Records of the Failed Bank before the Bid Valuation Date shall be purchased at a price of zero.

  • 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 $1.00 (the "Purchase Price").

  • 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.

  • Purchase Price The Purchase Price for each Mortgage Loan shall be the percentage of par as stated in the related Purchase Price and Terms Agreement (subject to adjustment as provided therein), multiplied by the aggregate principal balance, as of the related Cut-off Date, of the Mortgage Loans listed on the related Mortgage Loan Schedule, after application of scheduled payments of principal due on or before the related Cut-off Date, but only to the extent such payments were actually received. The initial principal amount of the related Mortgage Loans shall be the aggregate principal balance of the Mortgage Loans, so computed as of the related Cut-off Date. If so provided in the related Purchase Price and Terms Agreement, portions of the Mortgage Loans shall be priced separately. In addition to the Purchase Price as described above, the Purchaser shall pay to the Seller, at closing, accrued interest on the current principal amount of the related Mortgage Loans as of the related Cut-off Date at the weighted average Mortgage Interest Rate of those Mortgage Loans. The Purchase Price plus accrued interest as set forth in the preceding paragraph shall be paid to the Seller by wire transfer of immediately available funds to an account designated by the Seller in writing.

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