Calculation of Final Purchase Price. (a) The aggregate consideration to be paid to the Seller for the sale, transfer, and conveyance of the Acquired Assets and the covenant not to compete set forth in Section 11.11 hereof (the "Final Purchase Price") shall be an amount equal to One Hundred Ninety-Seven Million Two Hundred Twenty-Five Thousand Dollars ($197,225,000) (of which $30,000,000 shall be attributable to Purchaser's assumption of the Pollution Control Bonds, as defined in Section 3.1(c) hereof), assuming (i) that the Closing Net Asset Value is equal to or greater than One Hundred Seventy-Four Million One Hundred Ninety Thousand Dollars ($174,190,000) and (ii) the adjusted EBITDA for the Business for the trailing twelve-month period ended on July 31, 1998 is equal to or greater than Thirty-Two Million Eight Hundred Sixteen Thousand Dollars ($32,816,000). If the Closing Net Asset Value is less than One Hundred Seventy-Four Million One Hundred Ninety Thousand Dollars ($174,190,000), then the difference shall constitute a dollar-for-dollar reduction in the Final Purchase Price. In the event that the adjusted EBITDA for the Business for the trailing twelve-month period ended on July 31, 1998 is less than Thirty-Two Million Eight Hundred Sixteen Thousand Dollars ($32,816,000), then the Final Purchase Price shall be reduced by an amount equal to six times the difference thereof (the "EBITDA Adjustment"). In no event shall the Final Purchase Price exceed One Hundred Ninety-Seven Million Two Hundred Twenty-Five Thousand Dollars ($197,225,000) (of which $30,000,000 shall be attributable to Purchaser's assumption of the Pollution Control Bonds).
Calculation of Final Purchase Price. (a) On or before the 90th day following the Closing Date, Buyer shall (i) prepare, or cause to be prepared, a combined balance sheet of Deco Logistics and Oaktree Logistics as of the close of business on the Closing Date, and a calculation of the Closing Working Capital, Closing Cash Amount, and the Final Purchase Price based thereon (collectively, the “Closing Financial Information”), and (ii) deliver the Closing Financial Information to Sellers’ Representative. The Closing Financial Information shall be determined in accordance with Section 2.2.
Calculation of Final Purchase Price. (a) On or before the 90th day following the Closing Date, Buyer shall (i) prepare, or cause to be prepared, a consolidated balance sheet of each of Southern Counties and Aquarius Financial as of the close of business on the Closing Date, and a calculation of the Closing Working Capital and the Final Purchase Price based thereon (collectively, the “Closing Financial Information”), and (ii) deliver the Closing Financial Information to Sellers’ Representative. The Closing Financial Information shall be determined in accordance with Section 2.2(a). The Purchase Price, once finally resolved and/or agreed to in accordance with this Section 2.4 shall become the “Final Purchase Price”.
Calculation of Final Purchase Price. Immediately after the Closing Balance Sheet is finalized pursuant to Section 3.1(b) above, the parties shall calculate the "Final Purchase Price." Such Final Purchase Price shall be equal to the Preliminary Purchase Price diminished, on a dollar-for-dollar basis, by the amount, if any, that the carrying amount of the Purchased Assets reflected on the Closing Balance Sheet decreases from the carrying amount of the Purchased Assets reflected on the Initial Balance Sheet, by more than the sum of (x) One Hundred Thousand Dollars ($100,000) plus (y) five percent (5%) of the carrying amount of the Purchased Assets reflected on the Initial Balance Sheet.
Calculation of Final Purchase Price. Upon completion of the Final Closing Balance Sheet, the Final Purchase Price shall be determined as set forth in Section 2.5(a) based upon the Net Book Value of the Business. An amount equal to the sum of (i) the Final Purchase Price Adjustment plus (ii) the Aggregate Severance Costs plus (iii) the Additional Payment (as defined below) (such sum, the “Netted Final Purchase Price Adjustment”), if a positive number, shall be paid by Buyer to Sellers by wire transfer of immediately available funds within three (3) Business Days of the completion of the Final Closing Balance Sheet. An amount equal to the Netted Final
Calculation of Final Purchase Price. As soon as reasonably practicable, but in no event later than ninety (90) days after the Closing Date, Buyer shall prepare and cause to be delivered to Seller (i) a consolidated balance sheet for the Target Group as of immediately prior to Closing (the “Final Balance Sheet”), (ii) a good faith calculation of the Purchase Price payable at Closing after giving effect to the adjustments described in Section 1.1.1(b) (the “Final Purchase Price”), and (iii) a good faith calculation, as of immediately prior to the Closing, of (A) Working Capital and (B)
Calculation of Final Purchase Price. Not later than eight Business Days following receipt by Purchaser of the audited Effective Date Financial Statements, Seller shall deliver to Purchaser the calculation of the Purchase Price pursuant to Section 3.1 (specifying the amounts of the Adjustment Items and the underlying amounts in the Chart of Accounts) ("Final Purchase Price").
Calculation of Final Purchase Price. (i) Within 90 days following the Closing Date, Buyer shall deliver to Sellers a proposed calculation of the Final Purchase Price (the “Final Closing Statement”) and the components thereof, together with reasonable supporting detail, based on the Subsidiaries’ books and records and other information then available and prepared in accordance with GAAP. For purposes of this Agreement, the term “
Calculation of Final Purchase Price. The “Final Purchase Price” shall be the amount equal to the Initial Purchase Price reduced by the Expense Payments Amount, if any, and reduced by the absolute value of the Adjustment Amount, if the Adjustment Amount is a negative number.
Calculation of Final Purchase Price. (a) The total consideration to be paid to Seller for the sale, transfer, and conveyance of the Acquired Assets, and the covenant not to compete set forth in Section 11.11 hereof shall be an amount equal to the sum of (i) the Net Capital Employed as of the Effective Time, and (ii) $12,776,000 (which amount includes $25,000 as an amount agreed upon by the parties to compensate Seller for lost revenues resulting from the determination of the Net Capital Employed being conducted on the Closing Date rather than after the Effective Time) (the "Final Purchase Price"), plus the assumption of the Assumed Liabilities.
