Deferred Purchase Price Payment Sample Clauses

Deferred Purchase Price Payment. At the Closing, the Buyer shall deliver to the Seller a promissory note (the "Second Promissory Note") providing for payment, by cashier's check or wire transfer of immediately available funds, of an amount equal to $1,500,000.00 plus interest at a rate of prime plus two percent (2%) (the "Deferred Purchase Price Payment") on the six (6) month anniversary of the Closing (the "Second Promissory Note Due Date"); provided, however, that the Buyer has the option in its sole discretion to extend the Second Promissory Note Due Date for one (1) month at a time and up to three (3) months in total by paying to the Seller, by cashier's check or wire transfer of immediately available funds, an amount equal to $10,000.00 for each month's extension on (i) the Second Promissory Note Due Date for the first month's extension, (ii) the one (1) month anniversary of the initial Second Promissory Note Due Date for the second month's extension, and (iii) the two (2) month anniversary of the initial Second Promissory Note Due Date for the third month's extension. The Deferred Purchase Price Payment shall be secured by a blanket lien on the assets of the Company (the "Security Agreement") perfected under Article 9 of the Uniform Commercial Code.
Sample 1
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Deferred Purchase Price Payment. Within ten Business Days of the delivery of the Post-Closing Financial Statements, Buyer shall pay to PowerComm, for itself and on behalf of the other Sellers (or their designees), a payment (if a payment under this Section 1.3(a) is due and assuming there is no validly raised dispute relating to the financial statements under subsection (c) below) equal to the lesser of (i) CDN$8,000,000 or (ii) the amount due based on the following formula: (Post-Closing EBITDA - Closing EBITDA) X CDN$8,000,000 (CDN$8.0 million - Closing EBITDA)
Sample 1
Deferred Purchase Price Payment. 2 (a) Amount of Deferred Purchase Price Payment...............2 (b) Settlement of Deferred Purchase Price Payment............3 1.4 Financial Requirement Regarding Net Working Capital...............5
Sample 1
Deferred Purchase Price Payment. On the third anniversary of the Closing Date, Purchaser shall pay to Seller, by wire transfer of immediately available funds to the account(s) specified in writing by Seller delivered to Purchaser at least two Business Days prior to the third anniversary of the Closing Date, an aggregate amount equal to the Deferred Purchase Price Payment. The Deferred Purchase Price Payment shall be absolute and unconditional and made without set-off, counterclaim or any deduction of any kind.
Sample 1
Deferred Purchase Price Payment. Buyer shall make Deferred Purchase Price Payments to Sellers in an aggregate amount not to exceed the Maximum Deferred Purchase Price Amount as and to the extent, if any, provided in accordance with Sections 2.6(d) and (e). Any Deferred Purchase Price Payments due to Sellers pursuant to this Section 2.6 shall be paid to Sellers (or their designees), within three (3) Business Days following the date that the Payment Statement becomes final and binding upon Buyer and Sellers, as determined in Section 2.6(b), by wire transfer of immediately available funds to an account designated in writing by each Seller in accordance with the terms of Section 2.6(b). Buyer shall not be obligated to pay interest on the Deferred Purchase Price and shall report the payment of the Deferred Purchase Price Payments as a part of the Purchase Price for all federal, state and local Tax purposes, and Buyer and Sellers shall file their Tax Returns accordingly.
Sample 1
Deferred Purchase Price Payment. Buyer shall pay to Seller, as part of the Purchase Price, on the first anniversary of the Closing Date, a cash payment equal to $10,000,000 (such payment being referred to as the “Deferred Cash Payment”) by wire transfer of immediately available funds to the account in the United States specified by Seller in writing to Buyer at least two business days prior to the date for payment of the Deferred Cash Payment.
Sample 1

Related to Deferred Purchase Price Payment

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

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

  • 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.

  • PRICE & PAYMENT Unless otherwise agreed:

  • Purchase Price Adjustment (a) At least five (5) Business Days prior to the Closing, Trimble shall prepare and deliver to AGCO a statement (the “Estimated Company Closing Statement”) in substantially the form and calculated in accordance with accounting principles, policies, practices, procedures, classifications and methodologies attached hereto as Exhibit G, setting forth its good faith estimates of the Company Closing Cash (the “Estimated Company Closing Cash”), the Company Closing Indebtedness (the “Estimated Company Closing Indebtedness”), the Company Closing Working Capital (the “Estimated Company Closing Working Capital”) and the Company Closing Transaction Expenses (the “Estimated Company Closing Transaction Expenses”), in each case, with such estimates calculated based on Cash, Indebtedness, Working Capital and Transaction Expenses as of the prior month’s end close, which statement shall contain (i) an estimated balance sheet of the Company as of the end of the prior month (after giving effect to the Carve-Out Restructuring, but without giving effect to the JCA Contribution), and (ii) a calculation of the Estimated Company Closing Cash, the Estimated Company Closing Indebtedness, the Estimated Company Closing Working Capital and the Estimated Closing Transaction Expenses, in each case, as of the prior month’s end close, together with reasonable supporting documentation. Following the delivery of the Estimated Company Closing Statement, Trimble shall make its representatives reasonably available to AGCO to discuss the calculations contained in the Estimated Company Closing Statement, and the Parties shall consider in good faith the other Party’s comments to the Estimated Company Closing Statement. If any adjustments are made to the Estimated Company Closing Statement by Trimble following the good faith discussion of the Parties prior to the Closing, such adjusted Estimated Company Closing Statement shall thereafter become the Estimated Company Closing Statement for all purposes of this Section 2.7.

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

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

  • 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.

  • 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.

  • 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.

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