Calculation of Purchase Price and Payment Sample Clauses

Calculation of Purchase Price and Payment. 8 2.01 Sale and Purchase of Shares.................................8 2.02 Payments in Respect of Real Estate.........................10 2.03 Payment of Purchase Price at the Closing...................10 2.04
Sample 1
Calculation of Purchase Price and Payment. 8 2.1. Sale and Purchase of Stock 8 2.2. Payment of the Purchase Price 9 2.3. Purchase Price Adjustments 9 ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE SELLERS 12 3.1. Organization and Qualification 12 3.2. Title to the Stock 13 3.3. Subsidiaries 13 3.4. Binding Obligation 13 3.5. No Default or Conflicts 13 3.6. No Governmental Authorization or Consent Required 13 3.7. Financial Statements 14 3.8. Powers of Attorney 14 3.9. Brokers 14 3.10. Compliance with Laws 14 3.11. Insurance 15 3.12. Litigation 15 3.13. Approvals 15 3.14. Labor Matters 15 3.15. Employee Benefit Plans 16 3.16. Real Property 18 3.17. Tax Matters 20 3.18. Contracts and Commitments 20 3.19. Government List 21 3.20. ASCRP 21 3.21. Assets 22
Sample 1
Calculation of Purchase Price and Payment. 2.1 Sale and Purchase of Stock 10 2.2 Payment at the Closing 11 2.3 Income Adjustment and Working Capital Adjustments 11
Sample 1
Calculation of Purchase Price and Payment. Section 2.1 Purchase and Sale of the Shares 18 Section 2.2 Transactions to Be Effected at the Closing 18 Section 2.3 Purchase Price Adjustment 19 Section 2.4 Treatment of Options and Preferred Shares 21 Section 2.5 Earn Out 22 Section 2.6 Relationship Among the Sellers 24 Section 2.7 Reserve Account 26 Section 2.8 Withholding 27
Sample 1
Calculation of Purchase Price and Payment. Section 2.01. Purchase and Sale of the Capital Interests, Loan Notes and Aviation Loans. Subject always to Section 2.03, at the Closing provided for in Article 3, upon the terms and subject to the conditions of this Agreement, each Seller shall sell, transfer and deliver to the Buyer, and the Buyer shall acquire from such Seller, good, valid and marketable title to the Capital Interests, Loan Notes and Aviation Loans owned by such Seller as listed on Exhibit A attached hereto, free and clear of all Encumbrances.
Sample 1
Calculation of Purchase Price and Payment 
Sample 1Sample 2Sample 3See All (10)
AutoNDA by SimpleDocs

Related to Calculation of Purchase Price and Payment

  • Calculation of Purchase Price The bank’s ownership interest in a security will be quantified one of two ways: (i) number of shares or other units, as applicable (in the case of equity securities) or (ii) par value or notational amount, as applicable (in the case of non-equity securities). As a result, the purchase price (except where determined pursuant to clause (ii) of the preceding paragraph) shall be calculated one of two ways, depending on whether or not the security is an equity security: (i) the purchase price for an equity security shall be calculated by multiplying the number of shares or other units by the applicable market price per unit; and (ii) the purchase price for a non-equity security shall be an amount equal to the applicable market price (expressed as a decimal), multiplied by the par value for such security (based on the payment factor most recently widely available). The purchase price also shall include accrued interest as calculated below (see Calculation of Accrued Interest), except to the extent the parties may otherwise expressly agree, pursuant to clause (ii) of the preceding paragraph. If the factor used to determine the par value of any security for purposes of calculating the purchase price, is not for the period in which the Bank Closing Date occurs, then the purchase price for that security shall be subject to adjustment post-closing based on a “cancel and correct” procedure. Under this procedure, after such current factor becomes publicly available, the Receiver will recalculate the purchase price utilizing the current factor and related interest rate, and will notify the Assuming Institution of any difference and of the applicable amount due from one party to the other. Such amount will then be paid as part of the settlement process pursuant to Article VIII.

  • Purchase Price and Payment The total Purchase Price for the Property is the amount of the successful bid for the Cabin/Home Site at public auction plus the Maximum Value of the Personal Property.

  • Purchase Price and Payment Terms The Purchase Price shall be paid at the Close of Escrow as provided in the Recitals. The Purchase Price does not include Buyer’s closing costs, loan fees, escrow fees, title insurance policy fees, or any other costs and expenses not noted in the Recitals. The balance of cash due to Seller upon Close shall be paid by Cashier's Check payable to Escrow Holder or as directed in writing by Escrow Holder. Seller acknowledges receipt from Buyer of the Deposit set forth in the Recitals above made payable to Escrow Holder.

  • Purchase Price; Allocation of Purchase Price (a) The purchase price for the Purchased Assets and the Shares (the “Purchase Price”) is $3,000,000,000 (three billion dollars) in cash. The Purchase Price shall be paid as provided in Section 2.09 and shall be subject to adjustment as provided in Sections 2.09 and 2.11. Seller shall be treated as receiving a portion of the Purchase Price as agent for its Affiliates actually selling the Purchased Assets and the Shares consistent with the allocation of the Purchase Price pursuant to the Allocation Statement.

  • Determination of Purchase Price The Securities Administrator will be responsible for determining the Purchase Price for any Mortgage Loan that is sold by the Trust or with respect to which provision is made for the escrow of funds pursuant to this Section 2.03 and shall at the time of any purchase or escrow certify such amounts to the Depositor; provided that the Securities Administrator may consult with the Servicer to determine the Purchase Price unless the Servicer is the Purchaser of such Mortgage Loan. If, for whatever reason, the Securities Administrator shall determine that there is a miscalculation of the amount to be paid to the Trust, the Securities Administrator shall from monies in a Distribution Account return any overpayment that the Trust received as a result of such miscalculation to the applicable Purchaser upon the discovery of such overpayment, and the Securities Administrator shall collect from the applicable Purchaser for deposit to the Securities Account any underpayment that resulted from such miscalculation upon the discovery of such underpayment. Recovery may be made either directly or by set-off of all or any part of such underpayment against amounts owed by the Trust to such Purchaser.

  • Purchase Price and Payment Date Each Asset purchased by the Receiver pursuant to this Section 3.4 shall be purchased at a price equal to the Repurchase Price of such Asset less the Related Liability Amount applicable to such Asset, in each case determined as of the applicable Put Date. If the difference between such Repurchase Price and such Related Liability Amount is positive, then the Receiver shall pay to the Assuming Institution the amount of such difference; if the difference between such amounts is negative, then the Assuming Institution shall pay to the Receiver the amount of such difference. The Assuming Institution or the Receiver, as the case may be, shall pay the purchase price determined pursuant to this Section 3.4(d) not later than the twentieth (20th) Business Day following the applicable Put Date, together with interest on such amount at the Settlement Interest Rate for the period from and including such Put Date to and including the day preceding the date upon which payment is made.

  • Price and Payment 4.1 Unless otherwise specified in the Purchase Order, the price for the Work includes all taxes and other charges such as shipping and delivery charges, duties, customs, tariffs, imposts and government-imposed surcharges. Supplier will, at Cisco’s request, break-out from the price all such taxes and other charges, in its invoices. Supplier shall use its best efforts to assist Cisco in all legal efforts to minimize the taxes resulting from the performance of this Purchase Order.

  • Allocation of Purchase Price (a) No later than sixty (60) days after Closing or within a reasonable time thereafter as agreed by Sellers and Purchaser, Purchaser shall prepare and deliver to Sellers a proposed allocation of the Purchase Price (plus the Assumed Liabilities and any other Liabilities deemed assumed by the Purchaser for U.S. federal income Tax purposes) among the Transferred Assets which shall be prepared in a manner consistent with Section 1060 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”) (the “Proposed Allocation Schedule”). After receipt of the Proposed Allocation Schedule from Purchaser, the Sellers shall have fifteen (15) days to review the Proposed Allocation Schedule. The Proposed Allocation Schedule will be considered final and binding on the Parties unless Sellers communicate to Purchaser objections to the Proposed Allocation Schedule (an “Allocation Dispute Notice”). Sellers and Purchaser shall, within ten (10) days (or such longer period as Sellers and Purchaser may agree in writing) following delivery of an Allocation Dispute Notice (the “Allocation Resolution Period”), attempt in good faith to resolve their differences and prepare a final allocation schedule that is acceptable to both Sellers and Purchaser. If Sellers and Purchaser are unable to completely resolve any such differences within such ten (10) day period, the unresolved issues (the “Allocation Dispute”) shall be resolved by the Accounting Firm in accordance with Section 1.5(b) (once so resolved, the “Final Allocation Schedule”), subject to approval by the Bankruptcy Court. Purchaser and Sellers shall file all Tax Returns (including amended returns and claims for refund) and information reports in a manner consistent with the Final Allocation Schedule and shall not take any position for Tax purposes (including on IRS Form 8594 or in any audit or other examination or proceeding relating to Taxes) inconsistent with this Section 1.5 unless required to do so by applicable Law.

  • Payment of Purchase Price The Purchase Price shall be paid as follows:

  • AMOUNT AND PAYMENT OF PURCHASE PRICE The total consideration and method of payment thereof are fully set out in Exhibit "A" attached hereto and made a part hereof.

Time is Money Join Law Insider Premium to draft better contracts faster.