Estimated Aggregate Purchase Price Sample Clauses

Estimated Aggregate Purchase Price. No later than three (3) Business Days prior to the Closing Date, the Seller shall deliver to the Purchaser a statement (the “Estimated Closing Statement”), prepared in good faith, setting forth (a) an estimate of (i) the Closing Date Net Working Capital Amount (and related Net Working Capital Adjustment), (ii) the Closing Cash, (iii) the Closing Indebtedness (the “Estimated Closing Indebtedness”) and (iv) the Selling Expenses (the “Estimated Selling Expenses”) and (b) on the basis of the foregoing, a calculation of the Aggregate Purchase Price (such amount, the “Estimated Aggregate Purchase Price”), together with reasonably detailed supporting documentation. The Estimated Closing Statement and all of the calculations set forth therein shall be prepared in accordance with GAAP applied in a manner consistent with past practices and the Agreed Accounting Principles.
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Estimated Aggregate Purchase Price. If the (i) sum of (A) the value of the Company's Current Assets, plus (B) $300,000, over (ii) Current Liabilities ("WORKING CAPITAL") calculated using the Estimated Closing Balance Sheet (the "ESTIMATED WORKING CAPITAL AMOUNT") exceeded $21,300,000, then the Estimated Aggregate Purchase Price has been increased by the excess of the Estimated Working Capital Amount over $21,300,000; up to an absolute maximum increase of $10,000,000 (such excess, the "CLOSING DATE UPWARD ADJUSTMENT"). All of such amount was allocated to the Aggregate Closing Date Redemption Price and has been paid by the Company to the Shareholders as part of the redemption transactions.
Sample 1
Estimated Aggregate Purchase Price. At least three (3) Business Days prior to the Closing Date, Seller shall deliver to Buyer a statement (the “Closing Estimate and Funds Flow Statement”) setting forth (i) good faith estimates of the amounts of: the Unpaid Expenses (the “Estimated Unpaid Expenses”), the Prepaid Expenses (the “Estimated Prepaid Expenses”), the Accounts Receivable (the “Estimated Accounts Receivable”) and the Unbilled Energy Costs (the “Estimated Unbilled Energy Costs”); (ii) the Estimated Aggregate Purchase Price; and (iii) the wire transfer instructions referenced in Section 3.2.5. The Estimated Aggregate Purchase Price shall be paid to Seller on the Closing Date pursuant to Section 3.2.5.
Sample 1
Estimated Aggregate Purchase Price. Buyer and the Company have agreed to the Closing Estimate and Funds Flow Statement set forth on Exhibit A, which reflects (i) good faith estimates of the amounts of the Closing Cash (the “Estimated Closing Cash”), the Closing Indebtedness (the “Estimated Closing Indebtedness”), the Company Transaction Expenses (the “Estimated Company Transaction Expenses”) and the Net Working Capital (the “Estimated Net Working Capital”); (ii) the Estimated Aggregate Purchase Price; and (iii) the wire transfer instructions referenced in Section 2.04(b) below.
Sample 1
Estimated Aggregate Purchase Price. The Parties acknowledge that it is not possible to determine the definitive Aggregate Purchase Price until the Closing Date Financial Statements are available. Accordingly, Vendors’ Delegate shall deliver to the Purchaser no later than three (3) Business Days prior to the Closing Date a statement (the “Estimated Aggregate Purchase Price Statement”) in the form attached hereto as Schedule 2.2 that will comprise:
Sample 1
Estimated Aggregate Purchase Price. The Estimated Aggregate Purchase Price shall be paid and satisfied at the Closing as follows:
Sample 1

Related to Estimated Aggregate Purchase Price

  • 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.

  • 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.

  • 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.

  • Purchase Price; Consideration Purchaser shall, on the date hereof (the “Closing Date”), issue to Seller a promissory note, substantially in the form attached hereto as Exhibit B, in the sum of Fifteen Thousand Dollars ($15,000) (the “Promissory Note”) as the consideration for the Ownership Interests.

  • Purchase Price; Payment of Purchase Price In addition to the Assumed Liabilities described below, the aggregate consideration for the Subject Assets (the "Purchase Price") shall be the amount equal to $1.00 (the "Purchase Price").

  • Amount of Purchase Price The purchase price (“Purchase Price”) per Share for each Share which Optionee is entitled to purchase under the Options shall be $2.25 per Share.

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

  • Purchase Price Payments 22 Section 10.02. The Purchaser Note................................. 22 ARTICLE XI Confidentiality.................................... 23 ARTICLE XII Term............................................... 24

  • Purchase Price Adjustment (a) As soon as reasonably practicable, following each Closing Date, Purchaser shall prepare, or shall cause to be prepared, a Final Closing Statement for each Target Business Segment that is the subject of such Closing and a certificate of the chief financial officer directly overseeing the Target Companies comprising such Target Business Segment certifying that the Final Closing Statement was prepared in accordance with the Agreed Accounting Principles and engage Deloitte and Touche LLP (or such other registered public accounting firm of international reputation which is mutually acceptable to Parent and Purchaser) (the “Accounting Expert”) to (i) audit the Final Closing Statement and issue a report thereon, and (ii) certify in writing to Parent and Purchaser that such audit was conducted in accordance with the terms hereof, and Purchaser shall cause such report and such certificate to be produced no later than 120 days following each Closing Date. The Accounting Expert shall be provided reasonable access to the books, records and other relevant information of the Target Companies, Purchaser, Parent and their respective Representatives, to the extent necessary to complete its audit of the Final Closing Statement, and Purchaser and Parent shall, and shall cause their Representatives (including the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used in, and reasonably necessary for the preparation of, such Final Closing Statement and in order to respond to inquiries made by the Accounting Expert, and Purchaser shall cause the Subject Companies to prepare and deliver customary management representation letters as may be requested by the Accounting Expert. Parent shall be provided reasonable access to the books, records and other relevant information of the Target Companies, Purchaser, and their respective Representatives (including the working papers of Parent and the Accounting Expert in connection with the preparation and audit of the applicable Final Closing Statement), and Purchaser and Parent shall, and shall cause their Representatives (including the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used in the Final Closing Statement in order to respond to inquiries made by Parent. The Final Closing Statement shall be final and binding and shall be used in determining the Adjustment Amount, absent manifest error. The fees and expenses of the Accounting Expert shall be borne by Parent.

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