Final Purchase Price Determination Sample Clauses

Final Purchase Price Determination. (a) No later than five (5) Business Days before the Initial Closing Date or any Subsequent Closing Date, Sellers shall deliver or cause to be delivered to Purchaser, at Sellers’ expense a statement (which statement shall have been prepared in accordance with U.S. GAAP on a basis consistent with the accounting principles, practices and procedures used in the preparation of the Financial Statements) setting forth (and accompanied by such documentation as Purchaser may reasonably request) a calculation of the Sellers Allocated Payment and the Minority Equity Allocated Payment (each, a “Sellers Allocated Payment Statement”), and itemizing, as applicable, with respect to each Initial Acquired Company or Subsequent Acquired Company that is the subject of the Initial Closing Date or Subsequent Closing Date: (i) the total Acquired Company Cash, (ii) the total Intercompany Debt Receivables of such Acquired Company and (iii) the total Acquired Company Debt, in each case estimated as of 12:01 a.m. New York time on the applicable Closing Date and calculated as of a date no earlier than five (5) Business Days prior to the Initial Closing Date or any Subsequent Closing Date. The amount of Acquired Company Debt set forth in a Sellers Allocated Payment Statement is referred to as the “Estimated Acquired Company Debt” for the applicable Initial Closing Date or any Subsequent Closing Date. The amount of Acquired Company Cash set forth in a Sellers Allocated Payment Statement is referred to as the “Estimated Acquired Company Cash” for the applicable Initial Closing Date or any Subsequent Closing Date. The amount of Intercompany Debt Receivables of such Acquired Company set forth in the Sellers Allocated Payment Statement is referred to as the “Estimated Acquired Company Intercompany Debt Receivables” for the applicable Initial Closing Date or any Subsequent Closing Date. Promptly upon Purchaser’s request, Sellers shall make available to Purchaser copies of the work papers and back-up materials used by Sellers in preparing the Sellers Allocated Payment Statements and such other documents as Purchaser may reasonably request in connection with its review of the Sellers Allocated Payment Statements.
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Final Purchase Price Determination. (a) The Final Purchase Price shall be equal to the Initial Purchase Price, (i)(A) plus, if the Final Net Working Capital as determined pursuant to Section 3.2(b) exceeds both the NWC Threshold and Estimated Working Capital, the lesser of (x) the amount of excess between Final Net Working Capital and Estimated Net Working Capital and (y) the amount of excess between Final Net Working Capital and the NWC Threshold, (B) minus, if the Estimated Net Working Capital exceeds the Final Net Working Capital as determined pursuant to Section 3.2(b), the amount of such excess, (ii)(A) plus, if the Final Cash Amount as determined pursuant to Section 3.2(b) exceeds the Estimated Cash Amount, the amount of such excess, (B) minus, if the Estimated Cash Amount exceeds the Final Cash Amount as determined pursuant to Section 3.2(b), the amount of such excess, (iii)(A) plus, if the Estimated Indebtedness Amount as determined pursuant to Section 3.2(b) exceeds the Final Indebtedness Amount, the amount of such excess, (B) minus, if the Final Indebtedness Amount exceeds the Estimated Indebtedness Amount as determined pursuant to Section 3.2(b), the amount of such excess (the result of the Final Purchase Price minus the Initial Purchase Price, the "Final Closing Adjustment").
Sample 1
Final Purchase Price Determination. The Final Purchase Price shall be equal to (A) the Preliminary Purchase Price, plus (B) the Post-Closing Adjustment, and minus (C) the Final Pension Funding Amount, if any, as determined pursuant to Section 2.4(a).
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Final Purchase Price Determination. (i) The “
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Final Purchase Price Determination. (i) Promptly upon determination of the Final Adjusted Closing Amounts pursuant to Section 2.4(a), the amount that would have been paid pursuant to Section 2.2 if the applicable Final Adjusted Closing Amounts had been substituted for the Estimated Closing Net Working Capital, Estimated Closing Cash, Estimated Closing Indebtedness, and Estimated Closing Seller Expenses, shall be paid as follows:
Sample 1
Final Purchase Price Determination. (i) The Final Purchase Price shall be equal to the Preliminary Purchase Price, (w) plus, if the Final Net Working Capital as determined pursuant to Section 2.3(b)(ii) exceeds the Estimated Net Working Capital, the amount of such excess, (x) minus, if the Estimated Net Working Capital exceeds the Final Net Working Capital as determined pursuant to Section 2.3(b)(ii), the amount of such excess, (y) plus, if the Final Closing Cash Amount as determined pursuant to Section 2.3(b)(ii) exceeds the Estimated Closing Cash Amount, the amount of such excess, (z) minus, if the Estimated Closing Cash Amount exceeds the Final Closing Cash Amount as determined pursuant to Section 2.3(b)(ii), the amount of such excess (the difference between the Preliminary Purchase Price and the Final Purchase Price, the "Final Closing Adjustment").
Sample 1
Final Purchase Price Determination. The parties agree that the determination of the Purchase Price set forth in Section 1 of this Agreement shall be final and binding on the parties, with the same effect as if an Acceptance Notice had been delivered pursuant to Section 2.2(d) and payment had been made in accordance with Sections 2.2 and 2.3 of the Purchase Agreement. The procedures set forth in Section 2.2 of the Purchase Agreement shall be of no further force or effect. Buyer and Parent hereby absolutely, unconditionally and irrevocably release Sellers, Shareholder and the affiliates thereof from and against any and all liabilities or claims of any kind in connection with or related to the Final Balance Sheet, whether asserted or unasserted prior hereto, whether known or unknown, or whether arising prior to or subsequent to this Settlement Agreement. For the avoidance of doubt, the release set forth herein shall be understood to include (without limitation) the obligations of Sellers under the purported agreements with Xx. Xxxx Xxxxx and Mr. Xxx Xxxxx and any other agreements of the Business for which an accrual could or should have been made on the Final Balance Sheet, which obligations shall be borne by Buyer. The preceding sentence shall not prejudice the rights of Buyer under any provisions of the Purchase Agreement other than Sections 1.5, 2.2 and 2.3 thereof.
Sample 1
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Final Purchase Price Determination. (i) The Final Purchase Price shall be an amount equal to the Preliminary Purchase Price, (u) plus, if the Final Net Working Capital as
Sample 1
Final Purchase Price Determination. (i) Within ninety (90) days after the Closing Date, the Buyer shall deliver to the Seller a statement (the “Closing Statement”) setting forth the Buyer’s good- faith calculation of (A) Closing Net Working Capital, (B) Closing Cash, (C) Seller
Sample 1

Related to Final Purchase Price Determination

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

  • 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.

  • 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.

  • 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.

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

  • Payment of Receivables Purchase Price In consideration of the sale of the Receivables from the Seller to the Purchaser as provided in Section 2.1, on the Closing Date the Purchaser shall have paid to the Seller the Receivables Purchase Price.

  • Purchase Price; Deposit (a) The purchase price for the Property is AND 00/100 DOLLARS ($ ) (the “Purchase Price”), 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.

  • Price Adjustment Civil works contracts of long duration (more than 18 months) shall contain an appropriate price adjustment clause.

  • 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.

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