Class A Purchase Price Sample Clauses

Class A Purchase Price. The purchase price (the “Class A Purchase Price”) for each Class A Limited Member’s Limited Membership Interest being purchased on a Class A Reset Date shall equal the Class A Mandatory Purchase Price that would be payable in connection with a Class A Mandatory Remarketing held with respect to such Class A Reset Date (determined in accordance with Section 7.1(d)(ii)); provided that, if (i) the amount of Estimated Profits and Losses, and other items of Company income, gain, loss, or deduction included in the determination of such Class A Mandatory Purchase Price differs from the actual amount of Profits and Losses, and other items of Company income, gain, loss, or deduction for the relevant Reset Valuation Allocation Year and (ii) such difference would have resulted in the Class A Mandatory Purchase Price differing from the Class A Purchase Price, then (x) if the revised Class A Mandatory Purchase Price would have exceeded the Class A Purchase Price paid to the Class A Members, the Managing Member (or its designee) shall pay an amount equal to such excess to each Class A Limited Member within five (5) Business Days after the final determination of such Mandatory Purchase Price, or (y) if the Class A Purchase Price paid to the Class A Members exceeded such revised Class A Mandatory Purchase Price, the Class A Members shall pay to the Managing Member (or its designee) an amount equal to such excess within five (5) Business Days after receipt of the final determination of such Mandatory Purchase Price. The Class A Purchase Price for each Class A Limited Member’s Limited Membership Interests being purchased on any other date shall be equal to the excess, if any, of (i) the sum of (x) the balance in such Class A Limited Member’s Capital Account determined pursuant to
Sample 1
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Class A Purchase Price. The consideration for such sale and purchase of the Repurchased Class A Shares shall be four hundred fifty million dollars ($450,000,000) in the aggregate (the "CLASS A PURCHASE PRICE"), paid as provided in Section 5.01(b)(ii) below, provided that if the Closing occurs on a date later than February 7, 2001 the Class A Purchase Price shall be increased by an amount per annum equal to 7% of the Class A Purchase Price, calculated on the basis of a 365-day year based on actual days elapsed from and including February 8, 2001 through but excluding the Closing Date.
Sample 1
Class A Purchase Price. Subject to the terms and conditions set forth herein, the purchase price for the Class A Shares shall be an amount equal to (a) Three Million Two Hundred Forty Thousand Dollars ($3,240,000); plus (b) the amount of the Earn-Out, if any, pursuant to Section 2.3. The aggregate amount shall be up to Four Million Seven Hundred Forty Thousand Dollars ($4,740,000) (the “Class A Purchase Price”). The Purchase Price shall be paid in the amount and in the manner set forth in Article II.
Sample 1
Class A Purchase Price. The purchase price (the “Class A Purchase Price”) for each Class A Limited Member’s Limited Membership Interest shall be equal to the excess, if any, of (i) the sum of (x) the balance in such Class A Limited Member’s Capital Account determined pursuant to Section 9.2(f) as of the last day of the Fiscal Quarter preceding the Fiscal Quarter in which the Class A Purchase Election Date occurs (the “Class A Purchase Valuation Date”), plus (y) an amount equal to such Class A Limited Member’s accrued but undistributed Class A Limited Member Preferred Return for the period from and including the Class A Purchase Valuation Date to but excluding the Class A Purchase Date, plus (z) the Class A Purchase Premium or Class A Optional Make Whole Amount, if any, over (ii) any amounts distributed to such Class A Limited Member from and including the Class A Purchase Valuation Date to but excluding the Class A Purchase Date
Sample 1

Related to Class A Purchase Price

  • 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 Payment The total Purchase Price for the Property is the amount of the successful bid for the parcel at public auction.

  • Additional Purchase Price The purchase price for the Additional Shares (the "Additional Purchase Price") shall be an amount equal to (i) the difference between (1) the aggregate proceeds to Purchaser from the sale of the Optional Securities and (2) the aggregate cost to Purchaser, as notified by Purchaser to Seller at the Second Time of Delivery, of the Additional STRIPS, multiplied by (ii) a fraction, the numerator of which is the Firm Share Base Amount and the denominator of which is the number of Firm Securities.

  • 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.

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

  • Post-Closing Purchase Price Adjustment (a) As soon as practicable, but no later than forty-five (45) calendar days after the Closing Date, Buyer shall cause to be prepared and delivered to Griffon a single statement (the “Closing Statement”) setting forth Buyer’s calculation of (i) the Net Working Capital, (ii) based on such Net Working Capital amount, the Net Working Capital Adjustment, (iii) the Closing Date Funded Indebtedness, (iv) the Closing Date Cash, (v) the Transaction Related Expenses and the components thereof in reasonable detail. Buyer’s calculation of the Net Working Capital, the Net Working Capital Adjustment, the Closing Date Funded Indebtedness, the Closing Date Cash and the Transaction Related Expenses set forth in the Closing Statement shall be prepared and calculated in good faith, and in the manner and on a basis consistent with the terms of this Agreement and the Accounting Principles (in the case of Net Working Capital) and the definitions thereof, and in the case of Net Working Capital shall also be in the same form and include the same line items as the Estimated Net Working Capital calculation, and shall otherwise (x) not include any changes in assets or liabilities as a result of purchase accounting adjustments or other changes arising from or resulting as a consequence of the transactions contemplated hereby, (y) be based on facts and circumstances as they exist as of the Closing and (z) exclude the effect of any decision or event occurring on or after the Closing. In furtherance of the foregoing, Buyer acknowledges and agrees that the Accounting Principles are not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies. If the Closing Statement is not so timely delivered by Buyer for any reason, then the Estimated Closing Statement shall be considered for all purposes of this Agreement as the Closing Statement, from which the Seller will have all of its rights under this Section 2.7 with respect thereto, including the right to dispute the calculations set forth in the Estimated Closing Statement in accordance with the procedures set forth in Section 2.7(b) and Section 2.7(c) mutatis mutandis.

  • 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.

  • Receivables Purchase Price On the Closing Date, the Purchaser shall deliver to the Seller the Receivables Purchase Price, as provided in Section 2.1(b).

  • Total Purchase Price (High Bid + Buyer’s Premium) $

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