No Adjustment to Purchase Price Sample Clauses

No Adjustment to Purchase Price. There shall be no adjustment made to the Purchase Price, no right of look back or audit by either Seller or Purchaser following the Closing. Any and all proceeds and revenues which have not been distributed by Purchaser on or before the date of Closing shall be retained by Purchaser as part of the Leases. Seller shall have no right, title nor call to any undistributed revenues. Any and all proceeds and revenues which have been distributed by Purchaser to Seller on or before the date of Closing shall be retained by Seller and shall not be a part of the Leases. Purchaser shall have no right, title nor call to any distributed revenues. Any and all revenues or other disbursements relating to the Leases which may be received by the Seller after the date of Closing shall be immediately returned and paid over by the Seller to the Purchaser. Except as set forth in Section 10 hereof, any and all costs, xxxxxxxx, obligations, cash calls or other liabilities which have accrued or arisen, whether invoiced by Purchaser to Seller or not, shall be and are hereby assumed by Purchaser and Seller shall thereafter have no obligation or liability therefor.
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No Adjustment to Purchase Price. Notwithstanding anything to the contrary provided in this Agreement, no Taxes, charges, payments or fees, the payment of which is provided for herein, whether they constitute obligations of Sellers or Buyer hereunder, shall cause an adjustment to the Purchase Price, but nothing contained herein shall limit the parties’ rights and obligations under Sections 4(b) and 16.
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No Adjustment to Purchase Price. There shall be no adjustment to the Purchase Price for the issues identified in the Environmental Assessment Report or for any other environmental defects pertaining to or affecting the Assets.
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No Adjustment to Purchase Price. For the avoidance of doubt, no change to any Schedule pursuant to this Section 1.5 shall result in a adjustment to the Purchase Price (except with respect to any Cure Costs related to any Assigned Related Contracts).
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No Adjustment to Purchase Price. Parent and Purchaser expressly agree that the Purchase Price hereunder is fixed and is not subject to any downward adjustment for any reason. In particular, Parent and Purchaser expressly acknowledge and agree that they shall not be entitled to any repayment or reimbursement of any part of the Final Consideration (as defined in the 2008 SPA) paid in 2009, provided, however, that nothing contained herein shall affect the surviving provisions of the 2008 SPA, which shall remain in effect according to their terms.
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No Adjustment to Purchase Price. Buyer acknowledges and agrees that (a) as part of the Due Diligence Items, and prior to the execution of this Agreement, Buyer has received and reviewed a schedule of capital expenditures setting forth the nature and projected cost of capital expenditures to be performed at the Properties over the next five (5) years (“Projected CapEx”), (b) the Purchase Price reflects the fact that the Projected CapEx will be performed (if at all) by Buyer at Buyer’s sole cost and expense, and (c) the Purchase Price is not subject to adjustment to account for any such Projected CapEx, or any other costs of maintenance, deferred maintenance, repair and/or replacement of all or any part of the Property arising from “ordinary wear and tear” incurred in the operation of the Properties as the same have previously been and are currently being operated and in the Ordinary Course of Business.
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No Adjustment to Purchase Price. If the Effective Date Balance Sheet reflects Net Working Capital that is at least $600,000 and no more than $850,000, then, except as provided in Section 2.3, there shall be no adjustment to the Purchase Price based on the amount of Net Working Capital.
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No Adjustment to Purchase Price. No designation of any Executory Contract for assumption and assignment or rejection in accordance with this Section 5.5 shall give rise to any right to any adjustment to the Purchase Price.
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Related to No Adjustment to Purchase Price

  • Adjustment to Purchase Price (a) Subject to Section 3.3(b), at the Closing, the Purchase Price shall be adjusted, without duplication, to account for the items set forth in this Section 3.3(a):

  • Adjustments to Purchase Price The Purchase Price shall be adjusted as follows:

  • No Adjustment For the avoidance of doubt, no adjustment shall be made to the terms of the Warrants solely as a result of an adjustment to the conversion ratio of the Company’s Class B common stock (the “Class B Common Stock”) into shares of Common Stock or the conversion of the shares of Class B Common Stock into shares of Common Stock, in each case, pursuant to the Company’s Charter, as amended from time to time.

  • Purchase Price Adjustment (a) Not later than five Business Days prior to the Closing Date, the Contributor Parties shall prepare in good faith and deliver to Acquiror a preliminary settlement statement (the “Estimated Adjustment Statement”) setting forth (i) an estimated combined balance sheet of the Compression Group Entities as of the Closing Date, which balance sheet will be prepared in accordance with GAAP, applied consistently with the Contributor Parties’ past practices (including its preparation of the Unaudited Financial Statements) (the “Estimated Closing Date Balance Sheet”) based on the most recent financial information of the Compression Group Entities reasonably available to the Contributor Parties and the Contributor Parties’ reasonable estimates with respect to the assets, liabilities and members’ equity of the Compression Group Entities as of the Closing Date, (ii) a calculation of the difference, if any, between the Net Working Capital shown on the Estimated Closing Date Balance Sheet (the “Estimated Net Working Capital”) and the Net Working Capital Threshold, (iii) a calculation of the Debt shown on the Estimated Closing Date Balance Sheet (the “Estimated Closing Date Debt”), (iv) a calculation of the Cash shown on the Estimated Closing Date Balance Sheet (the “Estimated Closing Date Cash Amount”) and (v) a calculation of the estimated Purchase Price Adjustment Amount. Acquiror shall have the right, following Acquiror’s receipt of the Estimated Adjustment Statement, to object thereto by delivering written notice to ETP, on behalf of the Contributor Parties, no later than two Business Days before the Closing Date. To the extent Acquiror timely objects to the Estimated Adjustment Statement (or any component thereof), Acquiror and ETP, on behalf of the Contributor Parties, shall enter into good faith negotiations and attempt to resolve any such objection; provided, however, that if Acquiror and ETP, on behalf of the Contributor Parties, are unable to resolve such objection prior to the Closing Date, then the Contributor Parties’ calculations as reflected in the Estimated Adjustment Statement shall control solely for purposes of the payments to be made at Closing. To the extent Acquiror and ETP, on behalf of the Contributor Parties, resolve any such objection prior to the Closing, then the Parties shall jointly agree on a revised Estimated Adjustment Statement that shall control solely for purposes of the payments to be made at the Closing. The estimated Purchase Price Adjustment Amount that controls for purposes of the payments to be made at the Closing is referred to herein as the “Estimated Purchase Price Adjustment Amount.”

  • Purchase Price The Purchase Price for each Mortgage Loan shall be the percentage of par as stated in the related Purchase Price and Terms Agreement (subject to adjustment as provided therein), multiplied by the aggregate principal balance, as of the related Cut-off Date, of the Mortgage Loans listed on the related Mortgage Loan Schedule, after application of scheduled payments of principal due on or before the related Cut-off Date, but only to the extent such payments were actually received. The initial principal amount of the related Mortgage Loans shall be the aggregate principal balance of the Mortgage Loans, so computed as of the related Cut-off Date. If so provided in the related Purchase Price and Terms Agreement, portions of the Mortgage Loans shall be priced separately. In addition to the Purchase Price as described above, the Purchaser shall pay to the Seller, at closing, accrued interest on the current principal amount of the related Mortgage Loans as of the related Cut-off Date at the weighted average Mortgage Interest Rate of those Mortgage Loans. The Purchase Price plus accrued interest as set forth in the preceding paragraph shall be paid to the Seller by wire transfer of immediately available funds to an account designated by the Seller in writing.

  • No Adjustment of Exercise Price in Certain Cases No adjustment of the Exercise Price shall be made:

  • Agreement to Purchase Purchase Price a. Upon the terms and subject to the conditions of this Agreement, on the Purchase Date (as defined below) the Company will issue and sell to Purchaser, and Purchaser agrees to purchase from the Company, ________ (------) shares of the Company's Common Stock (the "Shares") at a purchase price of _______ ($_____) per Share, for a total purchase price of _______________ ($_______). The term "Shares" refers to the purchased Shares and all securities received in replacement of or in connection with the Shares pursuant to stock dividends or splits, all securities received in replacement of the Shares in a recapitalization, merger, reorganization, exchange or the like, and all new, substituted or additional securities or other properties to which Purchaser is entitled by reason of Purchaser's ownership of the Shares.

  • Adjustment of Repurchase Price In determining the applicable repurchase price of the Stock and Options, as provided for in Sections 5 and 6, above, appropriate adjustments shall be made for any stock dividends, splits, combinations, recapitalizations or any other adjustment in the number of outstanding shares of Stock in order to maintain, as nearly as practicable, the intended operation of the provisions of Sections 5 and 6.

  • No Adjustment for Cash Dividends No adjustment in respect of any cash dividends shall be made during the term of this Warrant or upon the exercise of this Warrant.

  • No Adjustment for Dividends Except as provided in Section 11.1, no adjustments in respect of any dividends shall be made during the term of a Warrant or upon the exercise of a Warrant.

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