Final Settlement of Purchase Price Sample Clauses

Final Settlement of Purchase Price. Developer, New Developer and Mall II Buyer hereby acknowledge and confirm that (a) Mall II Buyer made a Closing Payment and subsequent Adjustment Payments under Article 20.2 of the Amended Agreement, and (b) the final Adjustment Payment due on the twenty-four (24) month anniversary of the Closing Date (March 1, 2010) was previously waived by the parties. Developer, New Developer, and Mall II Buyer now agree to waive any and all other payments for the purchase price of the Phase II Mall, including all such payments called for by Article 20 of the Amended Agreement: Adjustment Payments, Earn-Out Payment, Re-Calculated Earn-Out Payment, or any adjustment incident to a subsequent audit. Accordingly, the final purchase price for Phase II Mall has been previously determined and paid in full. The Closing Payment and Adjustment Payments previously made shall constitute the only payments (whether by Mall II Buyer or Developer and New Developer) to be made pursuant to Article 20 of the Amended Agreement. Notwithstanding anything set forth in the Amended Agreement to the contrary, there shall be no further adjustments or Apportionments (as defined in Section 2.20 of the Second Amendment) to the final purchase price for the Phase II Mall for any reason. Without limiting the foregoing, Section 20.5 of the Phase II Mall Sale Agreement is hereby deleted in its entirety.
Sample 1
AutoNDA by SimpleDocs
Final Settlement of Purchase Price. (a) As soon as reasonably practicable after the Closing but not later than the 60th day following the Closing Date (the “Final Settlement Statement Deadline”), the Sellers shall prepare and deliver to the Purchaser a statement setting forth the final calculation of the adjustments to the Base Purchase Price (and the Sellers’ calculations of each such adjustment) (the “Proposed Final Settlement Statement”). The Sellers shall supply reasonable documentation available to support such calculation. If the Sellers do not deliver to the Purchaser a Proposed Final Settlement Statement on or before the Final Settlement Statement Deadline, the Purchaser shall be entitled to deliver to the Sellers a Proposed Final Settlement Statement, in which case any reference in the portion of this Section 3.5(a) following this sentence to the Sellers shall be deemed to be a reference to the Purchaser and any reference in the portion of this Section 3.5(a) following this sentence to the Purchaser shall be deemed to be a reference to the Sellers. As soon as reasonably practicable but not later than the 30th day following receipt of the Proposed Final Settlement Statement, the Purchaser may deliver to Sellers a written report containing any changes that the Purchaser propose be made to the Proposed Final Settlement Statement; provided that if the Purchaser fail to deliver the Sellers such a written report within such 30 day period, the Proposed Final Settlement Statement shall be the Final Settlement Statement for all purposes under this Agreement. The Sellers may deliver a written report to the Purchaser during this same period reflecting any changes that Sellers proposes to be made to the Proposed Final Settlement Statement as a result of additional information received after the Proposed Final Settlement Statement was prepared. The parties shall undertake to agree on the final statement of the Purchase Price (the “Final Settlement Statement”) no later than 45 days after Sellers’ delivery of the Proposed Final Settlement Statement to the Purchaser. In the event that the parties cannot reach agreement on the Final Settlement Statement within such period of time, each party shall have the right to right to file with the Bankruptcy Court a motion seeking approval of the Preliminary Settlement Statement proposed by such party. The Purchase Price as provided in the Final Settlement Statement is hereinafter referred to as the “Final Purchase Price.”
Sample 1

Related to Final Settlement of Purchase Price

  • Adjustment of Purchase Price NUMBER AND KIND OF SHARES OR NUMBER OF RIGHTS. The Purchase Price, the number and kind of shares covered by each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 11.

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

  • 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:

  • 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: $2,000,000. The Purchase Price shall be subject to adjustment as set forth in Section 1.7 below as so adjusted.

  • Calculation of Purchase Price The “Purchase Price” to be paid to each Originator in accordance with the terms of Article III for the Receivables and the Related Rights that are purchased hereunder from such Originator shall be determined in accordance with the following formula: PP = OB x FMVD where: PP = Purchase Price for each Receivable as calculated on the relevant Payment Date. OB = The Outstanding Balance of such Receivable on the relevant Payment Date. FMVD = Fair Market Value Discount, as measured on such Payment Date, which is equal to the quotient (expressed as percentage) of (a) one, divided by (b) the sum of (i) one, plus (ii) the product of (A) the Prime Rate on such Payment Date, times (B) a fraction, the numerator of which is the Days’ Sales Outstanding (calculated as of the last day of the Fiscal Month immediately preceding such Payment Date) and the denominator of which is 365 or 366, as applicable.

  • Allocation of Purchase Price Buyer shall deliver to Seller at Closing a preliminary allocation among the Auctioned Assets of the Purchase Price and among such other consideration paid to Seller pursuant to this Agreement that is properly includible in Buyer's tax basis for the Auctioned Assets for Federal income tax purposes, and, as soon as practicable following the Closing (but in any event within 10 Business Days following the final determination of the Adjustment Amount), Buyer shall prepare and deliver to Seller a final allocation of the Purchase Price and additional consideration described in the preceding clause, and the post-closing adjustment pursuant to Section 3.02, among the Auctioned Assets (the "Allocation"). The Allocation shall be consistent with Section 1060 of the Code and the Treasury Regulations thereunder. Seller hereby agrees to accept Buyer's Allocation unless Seller determines that such Allocation was not prepared in accordance with Section 1060 of the Code and the regulations thereunder ("Applicable Law"). If Seller so determines, Seller shall within 20 Business Days thereafter propose any changes necessary to cause the Allocation to be prepared in accordance with Applicable Law. Within 10 Business Days following delivery of such proposed changes, Buyer shall provide Seller with a statement of any objections to such proposed changes, together with a reasonably detailed explanation of the reasons therefor. If Buyer and Seller are unable to resolve any disputed objections within 10 Business Days thereafter, such objections shall be referred to the Accountants, whose review will be limited to whether Buyer's Allocation of such disputed items regarding the Allocation was prepared in accordance with Applicable Law. The Accountants shall be instructed to deliver to Seller and Buyer a written determination of the proper allocation of such disputed items within 20 Business Days. Such determination shall be conclusive and binding upon the parties hereto for all purposes, and the Allocation shall be so adjusted (the Allocation, including the adjustment, if any, to be referred to as the "Final Allocation"). The fees and disbursements of the Accountants attributable to the Allocation shall be shared equally by Buyer and Seller. Each of Buyer and Seller agrees to timely file Internal Revenue Service Form 8594, and all Federal, state, local and foreign Tax Returns, in accordance with such Final Allocation and to report the transactions contemplated by this Agreement for Federal Income Tax and all other tax purposes in a manner consistent with the Final Allocation. Each of Buyer and Seller agrees to promptly provide the other party with any additional information and reasonable assistance required to complete Form 8594, or compute Taxes arising in connection with (or otherwise affected by) the transactions contemplated hereunder. Each of Buyer and Seller shall timely notify the other Party and each shall timely provide the other Party with reasonable assistance in the event of an examination, audit or other proceeding regarding the Final Allocation.

  • Payment of Purchase Price Upon Exercise At the time of any exercise, the Exercise Price of the Shares as to which this Option is exercised shall be paid in cash to the Company, unless, in accordance with the provisions of Section 4.2(c) of the Plan, the Board shall permit or require payment of the purchase price in another manner set forth in the Plan.

  • 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.

  • Adjustment of Purchase Price and Number of Shares The number of shares of Common Stock issuable upon exercise of this Warrant (or any shares of stock or other securities or property receivable or issuable upon exercise of this Warrant) and the Purchase Price are subject to adjustment upon occurrence of the following events:

  • Post-Closing Purchase Price Adjustment (a) As promptly as practicable, but in no event later than ninety (90) days following the date of the Applicable Closing, Parent shall prepare and deliver to SunGard Data a statement (the “Post-Closing Statement”), certified by the chief financial officer of Parent and accompanied by reasonable supporting detail, setting forth the Closing Net Working Capital, the Company Transaction Fees and Expenses and the Merger Consideration, including, in each case, the calculation thereof in reasonable detail. The calculations set forth in the Post-Closing Statement shall be final and binding on all Parties unless SunGard Data gives Parent written notice of its objections thereto (an “Objection Notice”), with reasonable supporting detail as to each such objection (each, a “Post-Closing Calculation Objection”), within forty-five (45) days after receipt of the Post-Closing Statement (the “Objection Period”). In the event SunGard Data fails to give Parent an Objection Notice prior to the expiration of the Objection Period or otherwise earlier notifies Parent in writing that SunGard Data has no objections to the calculations set forth in the Post-Closing Statement, the Post-Closing Statement shall be deemed final and binding on all Parties hereto, and all payments to be made in accordance with Section 3.4(d) shall be derived therefrom. Any component of the calculations set forth in the Post-Closing Statement that is not the subject of a timely delivered Objection Notice by SunGard Data shall be final and binding on all Parties except to the extent such component could be affected by other components of the calculations set forth in the Post-Closing Statement. Throughout the period following the Closing Date until the components of the calculations set forth in the Post-Closing Statement are deemed final and binding pursuant to this Section 3.4, subject to Section 7.21, Parent shall permit SunGard Data and its Representatives reasonable access (with the right to make copies), during business hours upon reasonable advance notice, to the financial books and records of the Surviving Corporation and its Subsidiaries for the purposes of the review and objection right contemplated herein.

Time is Money Join Law Insider Premium to draft better contracts faster.