Determination of Initial Purchase Price Sample Clauses

Determination of Initial Purchase Price. No later than 8:00 p.m. (New York City time) on the Business Day prior to each proposed Closing Date, the applicable Seller shall deliver to the Issuer and each Swap Counterparty a Loan Tape of the Mortgage Loans proposed to be sold to the Issuer (containing the fields set forth in Exhibit G) and shall notify the Issuer and each Swap Counterparty of its calculation of the Initial Purchase Price for the Mortgage Loans and any Additional Balance in the Portfolio (the “Initial Purchase Price Calculation”). The proposed sale and purchase shall proceed at the Initial Purchase Price Calculation unless any Swap Counterparty gives written notice that it considers that the Initial Purchase Price Calculation is overstated in an amount greater than 0.25%, and provided that such written notice of dispute is received by the Issuer and the Seller before 10:00 a.m. (New York City time) on the proposed Closing Date. If such written notice of dispute is received, the Issuer, such Seller and the Swap Counterparties shall each use their best efforts to agree on a revised Initial Purchase Price Calculation. If a revised Initial Purchase Price Calculation is agreed, the sale shall proceed on the Closing Date therefor, as set forth below. If the parties are unable to agree upon a revised Initial Purchase Price Calculation, or the sale does not close for any other reason, such Seller shall, at its option, (x) proceed with the sale at the highest price acceptable to the Swap Counterparties, or (y) abandon the sale or reschedule it to a later date. The Issuer shall pay to such Seller the Initial Purchase Price of each Mortgage Loan and Additional Balance purchased by it hereunder, in immediately available funds, not later than 5:00 p.m. (New York City time), on the Closing Date.
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Determination of Initial Purchase Price. The initial purchase price for a subsequent Homebuyer shall be an amount equal to (1) the purchase price shown in the initial Homebuyer’s Purchase Price Schedule as of the date of this Agreement with the subse- quent Homebuyer plus (2) the amount, if any, by which the appraised fair market value of the Home determined or approved by HUD as of the same date, exceeds the pur- chase price specified in (1). In the event such appraised value has not been determined by the date of execution of this Agreement, the amount of the Initial Purchase Price shall be inserted in part I, section D after this deter- mination has been made, with appropriate initialling or signing by the parties.
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Determination of Initial Purchase Price. (a) Within 30 days following the Closing Date, Buyer shall prepare and deliver to Seller a statement (the “Preliminary Closing Statement”) setting forth (i) the Working Capital (as defined below) as of the Closing Date (the “Closing Working Capital”) and (ii) the Initial Purchase Price.
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Determination of Initial Purchase Price. (i) No later than five (5) Business Days prior to the Closing Date, Sellers shall prepare and deliver to Buyer a certificate setting forth Sellers’ good faith estimate of (i) the Net Working Capital as of immediately prior to the Effective Time (the “Estimated Net Working Capital”), (ii) Indebtedness of the Acquired Entities as of immediately prior to the Effective Time (the “Estimated Closing Indebtedness”) and (iii) Cash Amounts of the Acquired Entities as of immediately prior to the Effective Time (the “Estimated Closing Cash Amounts”), in each case, prepared in good faith and in conformity with the requirements of this Agreement, including the Transaction Accounting Principles, together with a worksheet showing Sellers’ detailed calculation of the Estimated Net Working Capital, Estimated Closing Indebtedness and Estimated Closing Cash Amounts and reasonable supporting documents. Sellers shall provide any additional supporting documentation or information reasonably requested by Buyer and shall consider in good faith any comment or objection of Buyer to the calculation of Estimated Net Working Capital, Estimated Closing Indebtedness and Estimated Closing Cash Amounts.
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Determination of Initial Purchase Price. (i) No later than two Business Days prior to the Closing Date, the Company shall prepare and deliver to Buyer a certificate setting forth its good faith estimate of: (A) the U.S. Net Assets as of the Measurement Time (the “Estimated U.S. Net Assets”) and (B) the Canadian Net Assets as of the Measurement Time (the “Estimated Canadian Net Assets”). The Estimated U.S. Net Assets and the Estimated Canadian Net Assets will be prepared in conformity with the Financial Statement Principles and Exhibit B.
Sample 1
Determination of Initial Purchase Price. (a) Within 30 days following the Closing Date, Buyer shall prepare and deliver to the Shareholders (i) an unaudited balance sheet of HAI as of the Closing Date (the “Preliminary Closing Date Balance Sheet”) prepared consistently with the past practices of HAI, presenting fairly the financial position and results of operations of HAI as of the Closing Date and for the period covered thereby and (ii) a statement (the “Preliminary Closing Statement”) setting forth (A) the Working Capital (as defined below) as of the Closing Date (the “Closing Working Capital”) and (B) the Initial Purchase Price.
Sample 1
Determination of Initial Purchase Price. (i) No later than two Business Days prior to the Closing Date, Seller shall prepare and deliver to Buyer a certificate setting forth Seller’s good faith estimate of the Net Working Capital as of the Effective Time, prepared in conformity with the requirements of this Agreement (the “Estimated Net Working Capital”).
Sample 1
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Determination of Initial Purchase Price. Attached hereto as Exhibit A is a statement setting forth Sellers’ good faith estimate of (x) Closing Indebtedness (the “Estimated Closing Indebtedness”), (y) the Net Working Capital (the “Estimated Net Working Capital”) and (z) Seller Expenses (such statement, the “Estimated Closing Statement”). For purposes of this Agreement, the “Initial Purchase Price” means an amount equal to:
Sample 1
Determination of Initial Purchase Price. No later than 12.00 noon (New York City time) (where the Purchaser intends to issue Secured Liquidity Notes to fund its purchase of a Portfolio on such day) on each Closing Date (or 4:00 p.m. (New York City time) where the Purchaser does not intend to issue Secured Liquidity Notes to fund its purchase of a Portfolio on such day), the Seller shall deliver to the Purchaser a Transfer Supplement and shall notify the Purchaser of its calculation of the Initial Purchase Price for each Mortgage Loan in the Portfolio. If the Purchaser does not agree with any purchase calculation or the sale does not close for any other reason, the Closing Date for the Portfolio shall be rescheduled to a later date, at its option, by the Seller. The Purchaser and the Seller shall use their best efforts to close the sale of any Portfolio on any such Closing Date. The Purchaser shall pay to the Seller the Initial Purchase Price of each Mortgage Loan purchased by it hereunder in immediately available funds not later than 5:00 p.m., (New York City time), on the Closing Date. Each Mortgage Loan must be an Eligible Loan.
Sample 1

Related to Determination of Initial Purchase Price

  • Initial Purchase Price The VFN is to be purchased at a price (the “Initial Purchase Price”) equal to 100% of the Initial Note Principal.

  • Final Purchase Price Xxxxxxx and Buyer agree that (a) the Deposit shall be applied to the final purchase price of the puppy, (b) the remaining balance will become due at the time of picking a puppy, at least 2 weeks before the puppy is delivered and/or ownership is transferred from Breeder to Buyer if paying any other way besides cash. The total purchase price for the puppy is $ . The foregoing purchase price does not include any delivery or shipping charges.

  • 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.

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

  • 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.

  • Preliminary Purchase Price Buyer agrees to pay to Sellers at the Closing $82,000,000.00 (the "Preliminary Purchase Price"), as adjusted herein, by delivery of (i) $3,000,000.00 deposited by Buyer with SunTrust Bank, N.A. as escrow agent pursuant to an escrow agreement in form and substance satisfactory to Buyer and Sellers' Representative that provides for one-third of such escrowed funds to be released on each of the first and second anniversary of the Closing Date and one-third of such escrowed funds to be released on the fourth anniversary of the Closing Date (provided that the funds subject to the escrow during the final year of the escrow will be available to satisfy an indemnification claim only under a portion of Section 12(a)(ii)) (the "Escrow Agreement") and (ii) cash for the balance of the Preliminary Purchase Price payable by wire transfer or delivery of other immediately available funds as directed in writing by Sellers' Representative (consistent with the allocation set forth herein). The Preliminary Purchase Price shall be allocated among Sellers as set forth in Section 2(b) of the Disclosure Schedule (the "Allocation Schedule"). Each of Buyer and Seller shall sign and timely submit all necessary forms (including IRS Form 8594) to report the transactions contemplated hereby for federal and state Tax purposes in accordance with the Allocation Schedule, and shall not take any position for Tax purposes inconsistent therewith. Consistent with the Allocation Schedule, Buyer and Seller shall allocate the Purchase Price among the individual MB Real Properties and the individual CI Real Properties in accordance with their fair market values as Buyer shall determine, subject to the reasonable agreement of Seller's Representative; provided that Buyer and Seller's Representative shall mutually agree on the allocation of Purchase Price to those stores set forth on Schedule 2(b).

  • Designation of Additional Amounts to Be Included in the Excess Spread Amount for the DiscoverSeries Notes At any time that any outstanding Series of certificates issued by the Master Trust provides that the Series Principal Collections allocated to such Series will be deposited into the Group Finance Charge Collections Reallocation Account for the Master Trust to the extent necessary for application to cover shortfalls for other Series issued by the Master Trust, an amount equal to (x) all Series Principal Collections allocated to such Series, multiplied by (y) a fraction, the numerator of which is the sum of the Nominal Liquidation Amounts for each outstanding Tranche of the DiscoverSeries Notes (including these notes) and the denominator of which is (i) the Aggregate Investor Interest for the Master Trust minus (ii) the sum of the Series Investor Interests for all such Series that provide that the Series Principal Collections allocated to such Series will be so deposited, is hereby designated to be included in the Excess Spread Amount and shall be treated as Series Finance Charge Amounts for the DiscoverSeries.

  • 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.

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