PHASE II PURCHASE PRICE Sample Clauses

PHASE II PURCHASE PRICE. (a) No later than 5:00 p.m. New York City time on the third (3rd) Business Day following the Phase II Cut-Off Time, Sellers shall provide to Buyers a statement (the “Phase II Estimated Purchase Price Statement”) setting forth Sellers’ good faith estimate of the Phase II Purchase Price (the “Phase II Estimated Purchase Price”), along with reasonably detailed supporting calculations (with a copy of the Phase II Data Tape attached).
Sample 1
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PHASE II PURCHASE PRICE. Phase II shall consist of Ninety Six Active Adult Homes. The Phase II Purchase Price shall be calculated by multiplying the number of market Active Adult Homes in Phase II by Ninety Nine Thousand One Hundred Eighty Dollars ($99,180) but in no event shall the cumulative Phase I and Phase II Purchase Price be less than Twelve Million ($12,000,000) Dollars (the "Phase I and Phase II Minimum Purchase Price"). A credit in the amount by which the Phase I Minimum Purchase Price paid by Buyer exceeded the purchase price which would have been due on a per home basis for Phase I shall be credited at the Phase II Closing. However, in no event shall the credit reduce the cumulative purchase price paid by Buyer for Phases I and II to less than the Phase I and Phase II Minimum Purchase Price. By way illustration only, if there are forty townhomes in Phase I, the Phase I Purchase Price would be $6,000,000 and not the per home purchase price of $ 4,443,160. The Minimum Purchase Price is $1,556,840 more than the per home price. If there were 77active adult homes in Phase II, the Phase II Purchase Price would be $6,080,020 ($7,636,860 - $1,556,840). The Phase I and Phase II Purchase Price would be $12,080,020. The Phase II Purchase Price shall be increased by an escalator as hereafter defined. The Phase II Closing shall take place not more than twenty four (24) months after the Phase I Closing.
Sample 1
PHASE II PURCHASE PRICE. The purchase price for the Dynaco Shares to be purchased by BTC from Palomar is $5,346,000 (the "Phase II Purchase Price"), subject to the adjustments set forth in Section 2.3, and shall be paid by BTC to Palomar as follows:
Sample 1
PHASE II PURCHASE PRICE. Within three business days after the termination of Phase II, Buyer shall pay Seller an amount equal to $1,250,000 PLUS the WIP and Raw Materials Inventory Amount as of the termination of Phase II, as estimated in good faith by Seller and set forth in a statement delivered to Buyer not less than three business days prior to the termination of Phase II (the "PRELIMINARY PHASE II INVENTORY AMOUNT").
Sample 1
PHASE II PURCHASE PRICE. If, pursuant to Final Approval of the Development Approvals for the Phase II Project, the Phase II Project may be comprised of more than 350 apartment units, the Phase II Purchase Price shall be increased by an amount equal to the product of (A) the number of apartment units so approved for the Phase II Project minus 350, times (B) $14,500.
Sample 1

Related to PHASE II PURCHASE PRICE

  • 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.

  • Cash Purchase Price The term "Cash Purchase Price" shall have the meaning set forth in Section 2.3(a).

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

  • 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.

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

  • 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.

  • 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.

  • 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.

  • 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.

  • 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”.

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