Final Cash Purchase Price Sample Clauses

Final Cash Purchase Price. Not more than forty-five (45) days after the Closing Date Seller shall deliver to Buyer (i) the Closing Balance Sheet, (ii) the Final NWC Calculation, and (iii) the Final Financing Obligations Calculation, and Buyer shall deliver to Seller a schedule of the Relocation Costs paid or incurred by Buyer through the date of such schedule. Subject to Section 2.8, based upon such exchange of information, the parties shall determine, calculate and agree, in writing, upon the Final Cash Purchase Price.
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Final Cash Purchase Price. The balance of the Cash Purchase Price shall be paid on the Final Payment Date in accordance with Section 2.2.3 below. The adjustments to the Cash Purchase Price shall be calculated as follows:
Sample 1
Final Cash Purchase Price. If the Closing Cash Purchase Price, as adjusted pursuant to Section 2.4(b)(ii) (the “Final Cash Purchase Price”), is greater than the amount of the Closing Cash Purchase Price, as adjusted by Section 2.4(b)(i) (the “Estimated Closing Cash Purchase Price”), Buyer shall pay the amount of such difference to Seller in cash, consisting of immediately available funds, within 10 days after finalization thereof, and if the Final Cash Purchase Price is less than the Estimated Closing Cash Purchase Price, Seller shall pay the amount of such difference to Buyer in cash, consisting of immediately available funds, within 10 days after finalization thereof.
Sample 1
Final Cash Purchase Price. (a) The parties acknowledge and agree that the exact amounts of the Trade Accounts Payable Amount, the Current Asset Amount and the Capital Asset Amount will not be known as of the Closing Date and, as a result, the parties have agreed to consummate the transactions contemplated herein on the basis of a mutually agreed upon estimate of $40,011 for the Trade Accounts Payable Amount (the “Estimated Trade Accounts Payable Amount”), $1,196,951 for the Current Asset Amount (the “Estimated Current Asset Amount”) and $202,438 for the Capital Asset Amount (the “Estimated Capital Asset Amount”). The Estimated Current Asset Amount plus the Estimated Capital Asset Amount minus the Estimated Trade Accounts Payable Amount shall be the “Estimated Net Amount.” The parties further acknowledge and agree that the Cash Purchase Price may need to be adjusted subsequent to the Closing Date on the basis set forth in this Paragraph 2.3. Accordingly, within sixty (60) days following the Closing Date, the Buyer shall prepare and deliver to the Seller a reasonably detailed statement setting forth the Buyer’s calculation of the Trade Accounts Payable Amount, the Current Asset Amount and the Capital Asset Amount (the “Statement”), such calculation to be made on a basis consistent with that used by the Seller to determine the Estimated Net Amount; provided, however, the Buyer shall have the right to base such calculation on a physical inventory of the Subject Assets. The Buyer’s determination of the Trade Accounts Payable Amount, the Current Asset Amount and the Capital Asset Amount shall be final, conclusive and binding upon the parties for all purposes unless, within thirty (30) days after receipt of the Statement, the Seller notifies the Buyer in writing (the “Dispute Notice”), setting forth in reasonable detail, any dispute with any item contained in the Statement. Any item or amount to which no dispute is raised in the Dispute Notice shall be final, conclusive and binding upon the parties for all purposes. If the Seller timely delivers a Dispute Notice, then the Seller and the Buyer shall attempt to resolve the disputed items. If the Buyer and the Seller are unable to resolve the disputed items within thirty (30) days after the Buyer’s receipt of the Dispute Notice, such disputed items shall be referred to BDO Xxxxxxx, LLP (the “Resolving Accounting Firm”); provided, however, that the scope of the engagement of the Resolving Accounting Firm shall be limited to the resolution of t...
Sample 1

Related to Final Cash Purchase Price

  • 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.

  • 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”.

  • Cash Payment The Employee shall make cash payments by wire transfer, certified or bank check or personal check, in each case payable to the order of the Company; the Company shall not be required to deliver certificates for Option Shares until the Company has confirmed the receipt of good and available funds in payment of the purchase price thereof.

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

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

  • 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.

  • 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.

  • Purchase Price; Allocation of Purchase Price (a) Subject to the terms and conditions of this Agreement, the purchase price for the Interests and the Purchased Assets (other than the Specified OUS Assets) (such amount, the “Purchase Price”) is payable as follows:

  • 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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