Initial Purchase Price Sample Clauses

Initial Purchase Price. (a) Prior to Closing, the Company shall prepare (and, if requested by Purchaser, in consultation with Purchaser), and at least four Business Days prior to the Closing Date, the Company shall deliver to Purchaser, a written statement (the “Closing Statement”) setting forth: (i) the Company’s good faith estimate and supporting calculations of (I) the Cash Amount (the “Estimated Cash Amount”), (II) the Net Working Capital (the “Estimated Net Working Capital”), (III) the Indebtedness Amount (the “Estimated Indebtedness Amount”) and (IV) the Transaction Expenses Amount (the “Estimated Transaction Expenses Amount”); (ii) payment instructions for the payment of the Closing Consideration; (iii) a list of and, as applicable, payment instructions for the payment of, each of the Transaction Expenses included in the Estimated Transaction Expenses Amount; and (iv) the calculation of the Initial Purchase Price and Closing Consideration derived therefrom. (b) During the preparation of the Closing Statement (if requested by Purchaser) and after the delivery of the Closing Statement, Purchaser and its Representatives shall have a reasonable opportunity to review and to discuss with the Company and its Representatives (a) the Company’s and its Subsidiaries’ working papers and the working papers of the Company’s independent accountants, if any, relating to the preparation of the Closing Statement and the calculation of the Estimated Cash Amount, Estimated Net Working Capital, Estimated Indebtedness Amount and Estimated Transaction Expenses Amount and (b) the relevant books and records of the Company and its Subsidiaries relating to the Cash Amount, the Net Working Capital, the Indebtedness Amount or the Transaction Expenses Amount; and the Company and its Representatives shall reasonably assist Purchaser and its representatives in their review of the Closing Statement and the preparation thereof and reasonably cooperate with respect thereto. In the event Purchaser notifies the Company in writing prior to the Closing that it disputes any amount set forth in the Closing Statement, Purchaser and the Company shall cooperate in good faith to resolve any such dispute as promptly as practicable prior to the Closing Date. If, prior to the Closing, Purchaser and the Company agree in writing to any component on the Closing Statement, then such components of the Closing Statement shall be modified as so agreed. The Closing shall not be delayed if Purchaser and the Company are unable, a...

Initial Purchase Price. That portion of the Purchase Price for each Lot that is identified as the Initial Purchase Price and calculated as provided in Section 2 above shall be paid by Purchaser to Seller in Good Funds at the Closing that is applicable to the Lot.

Initial Purchase Price. (a) In consideration for the First Merger and the Simon Securities Acquisition, at the Closing, the KORE and Buyer, as applicable, will pay, or cause to be paid, to the Sellers, by wire transfer of immediately available funds, an aggregate amount equal to: (i) $68,000,000 (the “Base Purchase Price”); (ii) plus the Estimated Closing Cash; (iii) minus the Estimated Indebtedness; (iv) minus the Estimated Transaction Expenses; (v) either plus or minus (as applicable pursuant to the definition thereof) the Estimated Working Capital Adjustment Amount; (vi) minus the Escrow Amount; (vii) minus the Reserve Amount; and; (viii) minus $23,200,000, which is the value of the First Merger Equity Consideration as agreed upon by the Parties (the Base Purchase Price, as adjusted pursuant to clauses (ii) through (viii) of this Section 2.3(a), the “Initial Purchase Price”). (b) At least three (3) Business Days prior to the Closing, Sellers shall have delivered to Buyer a closing statement (the “Closing Statement”) setting forth: (i) an unaudited consolidated balance sheet of each Acquired Company as of the Closing Date, prepared in accordance with GAAP and without giving effect to the Transactions (the “Estimated Closing Balance Sheet”); (ii) the Acquired Companies’ good faith estimates, based on the Estimated Closing Balance Sheet, of (A) Closing Net Working Capital (“Estimated Net Working Capital”) and the Working Capital Adjustment Amount calculated using Estimated Net Working Capital (the “Estimated Working Capital Adjustment Amount”), (B) Closing Cash (“Estimated Cash”), (C) Closing Indebtedness (“Estimated Indebtedness”), (D) Transaction Expenses (“Estimated Transaction Expenses”), (E) the Initial Purchase Price (the “Estimated Initial Purchase Price”), (F) the number of shares of KORE Stock issuable to each Seller, and (G) the calculation of the portion of the Estimated Initial Purchase Price to be paid to each Seller; and (iii) a schedule of the applicable payments to each Person receiving a payment pursuant to Section 2.3(c)(ii) and each such payee’s wire information.

Initial Purchase Price. On the Closing Date, Buyer shall pay Seller Eighty Five Million United States Dollars ($85,000,000) (the “Initial Purchase Price”), less the Escrow Amount.

Initial Purchase Price. The Initial Purchase Price for the sales to the initial Qualified Owners shall be set and determined by YVHA as follows: A. The number of bedrooms in the Unit shall determine the Household size from which the AMI Income Limit will be calculated. A studio unit will use the 1- person Household Size , a one-bedroom unit will use the 1.5-person Household size. A two-bedroom unit will use the 3.5-person Household size. A three- bedroom unit will use the 5-person Household size. A four-bedroom unit will use the 6-person Household size; B. The AMI Income Limit for a Household of the size determined in subpart (a), at the applicable percentage of AMI designated for the Unit in accordance with Exhibit B, shall be determined; C. The AMI Income Limit determined in accordance with subpart (b) above shall be divided by twelve (12), and that number shall then be multiplied by thirty percent (30%), to determine the total dollar amount available to the Household on a monthly basis for the payment of principal, interest, payment protection insurance, taxes, insurance, and homeowners association dues in connection with the purchase of the Property; D. A reasonable estimate for the amounts of payment protection insurance, taxes, insurance, and homeowners association dues will be subtracted from the total dollar amount available to the Household on a monthly basis (as determined in accordance with subpart C above) in order to determine the total dollar amount available to the Household on a monthly basis for the payment of principal and interest on a mortgage loan for purchase of the Property. The estimate referred to herein will be mutually agreed to by the best information available to Developer and YVHA at the time of sale; and E. The total dollar amount available to the Household on a monthly basis for the payment of principal and interest (as determined in accordance with subpart (D) above) shall be used to determine the Initial Purchase Price, through extrapolation, by determining the maximum loan amount that said dollar amount will support, assuming a mortgage loan with a standard amortization schedule, a term of thirty (30) years, a 95% loan to value ratio, and a reasonable assumption of interest rates for a loan with the foregoing terms. As an example of the foregoing calculation:

Initial Purchase Price. (a) No later than the third Business Day prior to the Closing Date, Parent shall deliver to AlliedSignal a written notice setting forth Parent's good faith estimate of the Closing Date Net Worth (without giving effect to the proviso in the second sentence of Section 1.6(a)) (the "Estimated Closing Date Net Worth") and the basis for the calculation thereof. (b) The initial purchase price for the Purchased Assets to be paid at the Closing (the "Initial Purchase Price") shall consist of a number of shares of AlliedSignal Common Stock (the "Closing Date Shares") equal to (1) the number (rounded to the nearest whole share) (the "Estimated Share Number") obtained by dividing (A) an amount equal to Three Hundred Twenty-Two Million Dollars ($322,000,000) plus (x) the Adjustment Amount if Estimated Closing Date Net Worth exceeds Target Net Worth and minus (y) the Adjustment Amount if Estimated Closing Date Net Worth is less than Target Net Worth, by (B) the Average Trading Price as of the Closing Date, minus (2) the sum of the Purchase Price Escrow Shares and the Indemnification Escrow Shares, to be delivered by Buyer to Sellers in the proportions set forth on Annex 1.6(f)

Initial Purchase Price. Seller and Buyer agree that the initial purchase price for the Equity Interests shall be equal to Ten Million Dollars ($10,000,000), which represents the sum of (a) Book Value as of October 31, 2013 plus (b) $3,563,139.

Initial Purchase Price. The term "Initial Purchase Price" shall mean the consideration payable to the Seller for the Assets as set forth or contemplated in Section 2.3.

Initial Purchase Price. If Purchaser, at any time, objects to the Sellers determination that a Milestone has been completed, then Purchaser shall deliver a dispute notice (a “Pre-Closing Milestone Dispute Notice”) to the Sellers’ Representative within fifteen (15) days following delivery of the Milestone Completion Notice. Purchaser, on the one hand, and the Sellers’ Representative, on the other, shall attempt in good faith to resolve any such objections within fifteen (15) days of the receipt by the Sellers’ Representative of the Pre-Closing Milestone Dispute Notice. If no Pre-Closing Milestone Dispute Notice is delivered within the fifteen (15) day time period, then the Initial Purchase Price specified in the Milestone Completion Notice shall be deemed to be accepted.