Closing Purchase Price. Buyer shall have delivered the Closing Purchase Price in accordance with Section 2.5. ARTICLE VII
Closing Purchase Price. The Closing Purchase Price (the "Closing Purchase Price") shall be paid or delivered by Buyer at Closing in the following manner:
Closing Purchase Price. Seller Representative shall prepare and deliver to Buyer a settlement statement (the “Closing Date Statement”) no later than three Business Days prior to Closing which shall set forth the Purchase Price, each adjustment Sellers propose to be made to the Purchase Price pursuant to Section 2.04, as applied at the Closing Date, each of which shall be calculated using the best information available as of the date or dates immediately preceding the Closing and using commercially reasonable efforts to accurately reflect the Purchase Price adjustments set forth in Section 2.04, and the resulting adjusted Closing Purchase Price, along with supporting documentation reasonably necessary to support Sellers’ calculations. The Closing Date Statement shall also include the wire transfer instructions for the account of Manager to which Buyer is to pay the Closing Purchase Price (less the Deposit) at Closing. Buyer shall have the right to review and comment on the Closing Date Statement prepared by Seller Representative; provided, Buyer delivers any comments to Seller Representative at least one Business Day prior to Closing, and any failure by Buyer to comment or object to the Closing Date Statement shall in no way limit, waive or preclude Buyer’s right to raise any comments or objections with respect to the Final Settlement Statement. After such review by Buyer, Seller Representative shall finalize the Closing Date Statement which shall be used to determine the Closing Purchase Price.
Closing Purchase Price. 5 2.1 Closing Date and Place................................................................... 5 2.2
Closing Purchase Price. The closing of the Transactions (the ----------------------- "Closing") shall take place at Levinson, Miller, Xxxxxx & Xxxxxxxx, 0000 Xxxxxxx Xxxx Xxxx, Xxx Xxxxxxx, Xxxxxxxxxx 00000, at 10:00 a.m., local time, on the date on or prior to June 30, 1997 which is five (5) business days after all of the conditions specified in Article 6 (other than those which are to be satisfied at the Closing) have been satisfied or waived in writing or such other date, prior to the Termination Date, as the parties may agree (the "Closing Date"). At the Closing, each of the parties shall deliver such bills of sale, assignments, assumptions of liabilities and other instruments and documents as are described in this Agreement or as may be otherwise reasonably requested by the parties and their respective counsel. The purchase price for the Meridian Assets and the Meridian Business (the
Closing Purchase Price. (a) The closing (the “Closing”) of the purchase and sale of the Transferred Assets and the assumption of the Assumed Liabilities shall be held at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, 000 Xxxxxxxxxx Xxx., Xxxx Xxxx, Xxxxxxxxxx, at 6:00 a.m., San Francisco time on the third business day after and excluding the date on which the conditions to Closing set forth in Article VIII hereof (other than those conditions which by their nature are to be satisfied concurrently with the Closing) shall have been satisfied or waived or at such other place, time and date as agreed in writing by Purchaser and the Seller. The date on which the Closing shall occur is hereinafter referred to as the “Closing Date.” The Closing shall be deemed to occur as of the close of business on the Closing Date.
Closing Purchase Price. The closing of the Transactions (the "Closing") shall take place at Xxxxxx, White & Xxxxxx, 0000 Xxxxx Xxxxxxxxxx Xxxxxxxxx, Xxxxx 000, Xxxxxx Xxxxx, XX 00000, at 10:00 a.m., local time, on or before September 30, 1997, (the "Closing Date"). At the Closing, each of the parties shall deliver such bills of sale, assignments, assumptions of liabilities, opinions and other instruments and documents as are described in this Agreement or as may be otherwise reasonably requested by the parties and their respective counsel. The purchase price for the Diablo Assets and the Diablo Business (the "Purchase Price") shall be an amount equal to $40,500,000, plus an amount equal to the sum of the Interim Adjustment and Prepaid Expenses and deposits and minus an amount equal to the sum of (i) the Diablo Nonassumed Obligations, if any, which ATS agrees to assume at the request of Diablo and (ii)
Closing Purchase Price. The Purchase Price to be used for the purposes of Closing (the "Closing Purchase Price") shall be the Base Price, the items described in subsections 3.05(g) and (h), and the Estimated Adjustments to Base Price computed as follows:
Closing Purchase Price. (a) At least ten (10) Business Days prior to the Closing Date, the Seller shall prepare and deliver to the Buyer a statement consistent with the sample statement set forth in Exhibit A (the “Estimates Statement”) setting forth, in reasonable detail, a good faith calculation of the Seller’s estimate of (i) Closing Cash (“Estimated Closing Cash”), (ii) Company Transaction Expenses (“Estimated Company Transaction Expenses”), (iii) Closing Indebtedness (“Estimated Closing Indebtedness”) and (iv) Closing Working Capital (“Estimated Closing Working Capital”), in each case, together with such schedules and data with respect to the determination thereof as may be appropriate to support the calculations set forth in the Estimates Statement. The Estimates Statement shall also include the Seller’s calculation of the Closing Purchase Price based on the amounts included in the Estimates Statement. The Estimates Statement shall be prepared in accordance with (x) the same accounting principles, policies, methods and procedures, consistently applied, as those used in the Company Balance Sheet and (y) to the extent not addressed by the immediately preceding clause (x), GAAP (the “Accounting Principles”). During the period after the delivery of the Estimates Statement and prior to the Closing Date, the Buyer shall have an opportunity to review and provide comments to the Estimates Statement and the Seller shall and shall cause the Company to cooperate in a reasonable manner with the Buyer and consider in good faith any reasonable comments provided by the Buyer in writing; provided that in no event shall any review of the Estimates Statement by the Buyer, or any dispute relating thereto, delay or prevent the Closing. If the Seller accepts any such comments, it shall deliver to the Buyer an updated version of the Estimates Statement.
Closing Purchase Price. The closing of the Transactions (the "Closing") shall take place at Saul, Ewing, Remick & Saul, 3800 Central Square West, Philadelphia, Pennsylvania 00000, ax 00:00 x.x., xxxxx xxxx, xx xxx xxxxx xx (x) Xxxxxxx 00, 0000 and (b) the first business day after ten (10) days following the date all authorizations, consents, waivers, orders and approvals (and, in the case of Section 6.2(d), modifications) required to be obtained pursuant to the provisions of Section 6.1(a) and 6.2(d) have been obtained, or such other date, prior to the Termination Date, as the parties may agree (the "Closing Date"). At the Closing, each of the parties shall deliver such warranty deeds, bills of sale, assignments, assumptions of liabilities, opinions and other instruments and documents as are described in this Agreement or as may be otherwise reasonably requested by the parties and their respective counsel. The purchase price for the Seller Assets and the Seller Business (the "Purchase Price") shall be an amount equal to $70,250,000, subject to adjustment as provided in Section 2.2(d) plus an amount equal to the Prepaid Expenses and minus an amount equal to the sum of (a) the Seller Nonassumed Obligations, if any, which ATS agrees to assume, and (b)
