Purchase Price Calculation. At least thirty (30) days prior to the Closing Date, Seller shall submit to Buyer a detailed calculation setting forth the Purchase Price, as the same may have been adjusted pursuant to Change Orders, if any, together with supporting documents used by Seller in calculating the Purchase Price, including an allocation of the Purchase Price not yet paid and such other documents reasonably requested by Buyer to support the calculation. At least fifteen (15) days prior to Closing Buyer shall notify Seller of any disputed amounts included in Seller’s calculation of the Purchase Price. Within five (5) days prior to Closing Seller shall (a) notify Buyer of any disputes Seller may have regarding Xxxxx’s challenges to amounts, and (b) provide a revised calculation with supporting documents showing agreed changes to the initial calculation statement. Any disputes remaining after such exchange shall be submitted for dispute resolution as set forth in article 32 (“Claims, Claim Notice and Dispute Resolution”).
Purchase Price Calculation. Buyer shall pay Seller a purchase price (the “Purchase Price”) (or, if such calculations produce a negative number, Seller shall pay Buyer a Purchase Price) for the Purchase Amount of the Debt (or, if applicable, the Proceeds) on the Settlement Date equal to (a) the Purchase Rate multiplied by Purchase Amount plus (b) the Purchase Price Adjustment Amount minus (c) any Non-Recurring Fees (as defined below) received by Seller on or before the Settlement Date minus (d) the Accrued Interest Adjustment Amount. The Purchase Price shall be further adjusted by delayed compensation (if any), payable in accordance with Section 6, “Compensation for Delayed Settlement,” below, and Assignment Fees or Consent to Transfer Fees (each as defined below) payable in accordance with Section 8, “Assignment Fees and Consent to Transfer Fees,” below.
Purchase Price Calculation. Subject to the adjustment described in -------------------------- Section 2.2(E) of this Agreement, the Purchase Price for the Purchased Assets will be the principal balance of the Receivables as of the close of business on the business day immediately preceding the Initial Closing Date plus all accrued but unpaid interest, without premium or discount but net of all deferred taxes and net of all reserves established by Seller for uncollectible Purchased Assets , which reserve shall be reasonably acceptable to Purchaser as of the Initial Closing Date. Subject to the adjustment described in Section 2.2(E) of this Agreement, for all Subsequent Assets, the Purchase Price shall equal the unpaid principal balance of the Future Receivables as of the relevant Subsequent Closing Date plus all accrued but unpaid interest, without premium or discount.
Purchase Price Calculation. The consideration to be paid to Sellers for the Shares, subject to terms and conditions of this Agreement, shall consist of the following (collectively, the “Purchase Price”):
Purchase Price Calculation. No later than four (4) days before Closing, Company will deliver to Purchaser a statement (the “Closing Statement”) setting forth the Base Purchase Price as adjusted pursuant to Sections 5.12 and 5.13 of this Agreement. At Closing, Escrow Agent shall retain $200,000 of the Purchase Price (the “Holdback”) to cover any potential deficiencies in the Purchase Price calculation pursuant to Section 5.13. If information becomes available during the 75-day period following the Closing that causes either Purchaser or Sellers to determine that the actual adjustments to the Base Purchase Price as of the Closing Date pursuant to Section 5.13 (“Proposed Adjustments”) varied from the estimated amount set forth in the Purchase Price calculation pursuant to Section 5.13 used to prepare the Closing Statement (the “Estimated Adjustments”), the parties shall in good faith work together to reconcile any discrepancy between the Proposed Adjustments and the Estimated Adjustments. If the parties have not agreed regarding such discrepancy within eighty-five (85) days following the Closing Date, Xxxx Frankfurt Xxxxx & Xxxx, L.L.P. shall perform an audit and determine the final adjustments to be made pursuant to Section 5.13 (“Final Adjustments”). The parties agree that Xxxx Frankfurt Xxxxx & Xxxx, L.L.P.’s determination of the Final Adjustments shall be conclusive, and Xxxx Frankfurt Xxxxx & Xxxx, L.L.P.’s fees associated with the audit of such Final Adjustments shall be paid one-half by Sellers and one-half by Purchaser. No later than ninety-five (95) days following the Closing Date, (i) if it is determined that, based upon the Final Adjustments, the Base Purchase Price was increased more than it should have been increased (such amount is referred to as “Excess Estimate”), the Purchaser may retain for its own account such part of the Holdback as equals the Excess Estimate and, if the Excess Estimate is less than the Holdback, Purchaser shall retain the portion of the Holdback equal to the Excess Estimate and pay the balance of the Holdback to Sellers; (ii) if the Excess Estimate exceeds the Holdback, Purchaser shall retain all of the Holdback and Sellers shall not be liable to Purchaser for any additional amount; or (iii) if it is determined that, based upon the Final Adjustments, the Base Purchase Price was decreased more than it should have been decreased (such amount is referred to as “Estimate Shortfall”), Purchaser will pay to the Sellers an amount equal to the sum of the Es...
Purchase Price Calculation. (a) At the Initial Closing, the Investor shall pay to the Company by wire transfer of immediately available funds to an account designated in writing by the Company an amount equal to $11,000,000 (the “First Tranche Consideration”) in exchange for the First Tranche.
Purchase Price Calculation. Subject to subsection (b) below, the Kit Purchase Price for such Product purchased by Tanabe and resold in Kits commercially in any country in the Territory shall be calculated as set forth in Exhibit E attached hereto.
Purchase Price Calculation. The aggregate purchase price for the Company Shares (the “Purchase Price”) will, subject to Sections 2.2(d) and 2.3 hereof, be as follows: (i) the GAAP book value of the Company as of the Closing Date after giving effect to the WC Reinsurance Transaction and disregarding any reserves for CIE Claims (the “Book Value”), minus (ii) DTAs of the Company (net of the DTLs of the Company), minus (iii) Deferred Policy Acquisition Costs, plus (iii) $2,000,000, plus (iv) any WC Renewal Rights Proceeds (in each case, as adjusted post closing pursuant to Sections 2.2(d) and 2.3). For purposes hereof, the Purchase Price calculation will be determined in accordance with GAAP consistently applied and in a manner consistent with the example calculation (prepared based on the Company's preliminary unaudited consolidated balance sheet contained in its GAAP Financial Statement as of September 30, 2012 provided to Buyer on October 23, 2012) attached hereto as Exhibit C (the “Purchase Price Calculation and Payment Methodology”).
Purchase Price Calculation. The “Purchase Price” to be paid to each Originator on any Payment Date 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 1 minus the Yield Reserve Percentage.
Purchase Price Calculation. The Company shall deliver to the Seller a statement reasonably acceptable to the Seller that includes detailed calculations of each of the Acquisition Expenses, the Debt and Liabilities Payment and the Distribution.
