Purchase Price Clause Samples

Purchase Price. The Buyer agrees to pay to the Seller Parties (as directed by them) at the Closing an amount equal to the sum of (i) $4,750,000, (ii) $125,000 for each of the States of Louisiana and Colorado if the Company has a Surplus or Excess Lines Qualification that is valid, in force, unimpaired and in good standing on the Closing Date in such state, and (iii) the Market Value of Acceptable Financial Assets owned by the Company immediately prior to the Closing (which shall exclude (a) the assets to be included in the transfer to the Parent pursuant to Section 3.1, (b) the assets held in trust pursuant to the New York Trust Agreement and the Liberty Trust, (c) the assets held pursuant to the Escrow and/or Custodial Agreement for the State of New Hampshire and, if the Excess or Surplus Lines Qualification for Louisiana is not in force on the Closing Date, the assets held pursuant to the Escrow and/or Custodial Agreement for the State of Louisiana, and (d) the assets included in the transfers contemplated by Section 3.3(a)) in an amount equal to $5,000,000 (the “Purchase Price”); provided, however, that if any of the Company’s Surplus or Excess Lines Qualifications in the jurisdictions listed in Section 4.1(u)(2) of the Disclosure Schedule is not valid, in force, unimpaired and in good standing on the Closing Date, the Purchase Price shall be reduced by the amount set forth in Section 2.2 of the Disclosure Schedule opposite the name of the jurisdiction in which such Surplus or Excess Lines Qualification is not valid, in force, unimpaired or in good standing, or, if there is more than one such jurisdiction, the sum of the amounts set forth in Section 2.2 of the Disclosure Schedule opposite the names of such jurisdictions (the “Section 2.2 Amount”). At the Closing, in exchange for the delivery by the Seller Parties to the Buyer of the Shares, the Buyer shall pay to the Seller Parties the Purchase Price by wire transfer of immediately available funds to a bank account designated by the Seller Parties.

Purchase Price. The purchase price (“Purchase Price”) for the Shares purchased by the Company or its assignee(s) under this Section 5 shall be the Offered Price. If the Offered Price includes consideration other than cash, the cash equivalent value of the non-cash consideration shall be determined by the Board of Directors of the Company in good faith.

Purchase Price. For (i) any purchase of the LMP Membership Interests in connection with the exercise of the AAG ROFR triggered by a proposed LMP Partial Transfer, (ii) any purchase of the LMP Membership Interests in connection with the exercise by the AAG Member of its option under Section 7.5(b), and (iii) any purchase of AAG Membership Interests under this Article VII, the purchase price shall be equal to the Company’s Agreed Value, multiplied by the Percentage Interest to be purchased (without applying any minority discount or similar valuation adjustment), to be determined as follows (the “Put/Call Price”): (a) Except as set forth in Section 7.8(b), “Agreed Value” shall be an amount equal to eight and one half (8.5) times pre-tax income according to GAAP for the trailing 12- month period immediately preceding and ending as of the last day of the calendar month preceding the Put-Call Notice Date before distributions or dividends to Members and excluding one-time unusual expenses and any above market employee compensation. (b) Notwithstanding anything herein to the contrary, if ▇▇▇▇ ▇▇▇▇▇▇▇▇ consents to a Board of Directors determination to remove him as Dealer of Record without Good Cause prior to the 5th anniversary of the Effective Date or if the AAG Member exercises its option under Section 7.5(b), then the “Agreed Value” shall be an amount equal to ten and one-half (10.5) times pre-tax earnings according to GAAP for the trailing 12-month period immediately preceding and ending as of the last day of the calendar month preceding the Put-Call Notice Date before distributions or dividends to Members and excluding one-time unusual expenses and any above market employee compensation. (c) Notwithstanding the foregoing, the parties agree that the percentage of the Agreed Value (calculated as above) shall be made in accordance with generally accepted accounting principles and without any discounts for a minority interest, by a firm of independent certified public accountants employed by the Company at the time such determination is necessary. Unless patently erroneous, the determination of such firm shall be conclusive on all parties. Fees charged and costs incurred by such firm shall be borne one-half (½) by the LMP Member and one- half (½) by AAG Member.

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.

Purchase Price. The purchase price for each Loan Package (the “Purchase Price”) shall be the percentage of par as stated in the related Commitment Letter, multiplied by the aggregate scheduled principal balance, as of the related Cut-off Date, of the Mortgage Loans in the related Loan Package, after application of scheduled payments of principal for such related Loan Package due on or before such Cut-off Date whether or not collected. The Purchase Price for a Loan Package may be adjusted as stated in the related Commitment Letter. In addition to the Purchase Price, the Purchaser shall pay to the Seller, at closing, accrued interest on the aggregate scheduled principal amount of the related Mortgage Loans at the weighted average Mortgage Loan Remittance Rate for each Loan Package from the related Cut-off Date through the day prior to the related Closing Date, inclusive. With respect to each Loan Package, the Purchaser shall be entitled to (1) all scheduled principal due after the related Cut-off Date, (2) all other recoveries of principal collected after the related Cut-off Date (provided, however, that all scheduled payments of principal due on or before the related Cut-off Date and collected by the Seller after the related Cut-off Date shall belong to the Seller), (3) all payments of interest on the Mortgage Loans at the Mortgage Loan Remittance Rate (minus that portion of any such payment which is allocable to the period prior to the related Cut-off Date) and (4) all Prepayment Penalties. The principal balance of each Mortgage Loan as of the related Cut-off Date is determined after application of payments of principal due on or before the related Cut-off Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid for a Due Date beyond the related Cut-off Date shall not be applied to the principal balance as of the related Cut-off Date. Such prepaid amounts (minus interest at the Servicing Fee Rate) shall be the property of the Purchaser. The Seller shall deposit any such prepaid amounts into the Custodial Account, which account is established for the benefit of the Purchaser for subsequent remittance by the Seller to the Purchaser.

Purchase Price. (a) The initial purchase price for the Shares will be calculated as set forth in Section 1.6(b) below (the “Initial Purchase Price”). At the Closing, Purchaser shall transfer an amount of cash (in United States dollars of immediately available funds), or common stock, par value $0.001 per share, of Purchaser (“Purchaser Common Stock”), equal to the Initial Purchase Price minus (i) the Escrow Amounts, (ii) the Seller Funded Expenses and (iii) the Loan Amount (the “Upfront Payment”) to the third party account of the Notary in accordance with the instructions in the Notary Instruction Letter. Prior to the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of Purchaser. After the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of the Sellers. As soon as possible after the Closing, but in any event within one (1) Business Day of the Closing Date, the Notary shall pay to Sellers the Upfront Payment, pursuant to the allocation set forth on Schedule A attached hereto (the “Proceeds Allocation”) and to the bank accounts or brokerage accounts so indicated by the Sellers. If there are any changes to the Proceeds Allocation after the Effective Date, the Sellers’ Representative shall notify Purchaser within five (5) Business Days of any such changes, and shall deliver to Purchaser an updated Proceeds Allocation executed by each of the Sellers (a “Revised Proceeds Allocation”). Unless and until Purchaser receives a Revised Proceeds Allocation, Sellers shall be bound by the Proceeds Allocation set forth on Schedule A attached hereto. (b) If Purchaser elects to issue shares of Purchaser Common Stock in respect of some or all of the Upfront Payment, then: (i) prior to such issuance and upon request by Purchaser, (A) Sellers shall deliver to Purchaser such representations and warranties as Purchaser shall reasonably request for purposes of exempting the issuance of such shares from the registration requirements of the Securities Act and (B) the number of shares of Purchaser Common Stock to be issued shall be equal to (x) the Upfront Payment less the amount of any cash transferred to the Notary in respect of the Initial Purchase Price, divided by (y) the closing price of the Purchaser Common Stock on the Qualified Stock Exchange on the Closing Date; (ii) to the extent that the Upfront Payment consists of cash and Purchaser Common Stock, each Seller shall receive the same proportion of cash and Purchaser Commo...

Purchase Price. The purchase, sale and assumption pursuant to this Section 10.28 shall be made by execution and delivery by the Administrative Agent, Priority Revolving Agent, Priority Revolving Lenders and exercising Closing Date Term Loan Lenders of an Assignment and Assumption; provided that if all conditions of this Section are met other than the execution of such Assignment and Assumption by the Priority Revolving Lenders or the Priority Revolving Agent, and the exercising Closing Date Term Loan Lenders shall have so executed such Assignment and Assumption, such assignment shall nevertheless be valid and shall have deemed to be effectuated. Upon the date of such purchase and sale, (i) the exercising Closing Date Term Loan Lenders shall pay to the Priority Revolving Agent for the benefit of the Priority Revolving Lenders as the purchase price therefor 100% of the outstanding Subject Obligations, including, without limitation, principal, interest accrued and unpaid thereon, and any fees accrued and unpaid thereon, to the extent earned or due and payable in accordance with the Loan Documents and irrespective of whether allowed or allowable in connection with any insolvency proceeding, (ii) any unreimbursed Obligations in respect of Letters of Credit owing to the Priority Revolving Lenders, to the extent relating to and incurred in reliance on the Subject Obligations (which in the case of contingent reimbursement obligations in respect of the undrawn portion of any such Letter of Credit, shall be Cash Collateralized by the exercising Closing Date Term Loan Lenders; it being agreed by the parties hereto that the Priority Revolving Agent and Issuing Bank shall (x) be entitled to apply such Cash Collateral solely to reimburse any drawings on such Letters of Credit issued by the Issuing Bank or in respect of fees and costs chargeable under the Loan Documents in respect thereof for which the selling Priority Revolving Lenders remain liable in respect of funding participation therein and (y) promptly return any unapplied portion of such Cash Collateral to the Priority Revolving Agent for the benefit of the Closing Date Term Loan Lenders at such time as (1) the Letter of Credit issued by it have been returned for cancellation, have expired, or otherwise have been terminated and (2) all Obligations with respect to such Letters of Credit have been paid in full) and (iii) the exercising Closing Date Term Loan Lenders shall pay all expenses to the extent owing to the Priority Revol...

Purchase Price. The purchase price for the Assets (the “Purchase Price”) shall be Six Hundred and Fifteen Million, One Hundred and Eighty One Thousand, Two Hundred and Sixty Five Dollars ($615,181,265.00) (the “Unadjusted Purchase Price”) adjusted as provided in Section 2.3. On the same day as the execution and delivery of this Agreement, Purchaser has delivered or caused to be delivered to an account (the “Escrow Account”) at ▇▇▇▇▇ Fargo Bank, National Association (the “Escrow Agent”), a wire transfer in the amount equal to seven and one-half percent (7.5%) of the Purchase Price in same-day funds (the “Deposit”) to be held, invested, and disbursed in accordance with the terms of this Agreement and an escrow agreement of even date herewith among Seller, Purchaser, and Escrow Agent (the “Escrow Agreement”). In the event the Closing occurs, the Deposit shall be credited against the Purchase Price to be paid by Purchaser at Closing and shall be retained, pursuant to Section 11.7, as the Indemnity Escrow (as defined below), in the Escrow Account established with the Escrow Agent to satisfy amounts that may be owed by Seller to Purchaser after Closing with respect to the indemnities of Seller under this Agreement and any special warranty claims under any Assignment and ▇▇▇▇ of Sale. Such amount, and earnings thereon shall be retained in the Escrow Account following the Closing shall be referred to as the “Indemnity Escrow”. Any interest or earnings with respect to the Deposit held in the Escrow Account and included in the Indemnity Escrow shall be treated as income of Purchaser for federal income tax purposes; provided, that (i) Purchaser shall be entitled to quarterly tax distributions from the Escrow Account equal to 40% of such Escrow earnings and (ii) in no event will Seller be entitled to more than 60% of the Escrow earnings.

Purchase Price. The Purchase Price for each Class of the Offered Certificates shall be the Class Purchase Price Percentage therefor (as set forth in Section 2(a) above) of the initial Class Certificates Principal Balance thereof plus accrued interest at the rate of [ ]% per annum from and including the Cut-off Date up to, but not including, _________ __, ____ (the "Closing Date").