Transaction Price True-Up Payment Sample Clauses

Transaction Price True-Up Payment. (i) If the Transaction Price, as finally determined as provided in Section 2.3(d) or Section 2.3(g), as applicable, is less than the Transaction Price as set forth in the Estimated Statement, then the Seller and the Purchaser shall deliver a joint written authorization to the Escrow Agent within two (2) Business Days from the date on which the Transaction Price is finally determined in accordance with Section 2.3(d) or Section 2.3(g), instructing the Escrow Agent to release from the Adjustment Escrow (A) to the Purchaser an amount in cash equal to the amount of such deficiency and (B) to the Seller the remainder, if any, of the funds designated for the Adjustment Escrow. If the deficiency exceeds the amount held for the Adjustment Escrow, then the Seller shall pay to the Purchaser by wire transfer of immediately available funds to an account designated by the Purchaser to the Seller the amount of any such additional deficiency within three (3) Business Days after the final determination of the Transaction Price.
Sample 1
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Transaction Price True-Up Payment. If the Transaction Price, as finally determined as provided in Section 2.3(d) or Section 2.3(g), as applicable, is less than the Transaction Price as set forth in the Estimated Statement, then the Seller shall pay to the Purchaser by wire transfer of immediately available funds the amount of any such deficiency within three (3) Business Days after the final determination of the Transaction Price, to the account specified by the Purchaser by written notice to the Seller delivered at least three (3) Business Days in advance. If the Transaction Price, as finally determined as provided in Section 2.3(d) or Section 2.3(g), as applicable, exceeds the Transaction Price as set forth in the Estimated Statement, then the Purchaser shall pay to the Seller by wire transfer of immediately available funds the amount of any such excess within three (3) Business Days after the final determination of the Transaction Price to the account specified in Section 2.2 (or to such other account as the Seller may indicate by written notice to the Purchaser delivered at least three (3) Business Days in advance).
Sample 1

Related to Transaction Price True-Up Payment

  • Purchase Price Payment Purchaser shall deliver to SAFEDOX the sum of $5,000 in payment of the 16,667 shares of Common Stock purchased by Purchaser hereunder, a per share price of $.30, which payment shall be delivered as provided in paragraphs VI and VII hereinbelow.

  • Purchase Price and Payment Date Each Asset purchased by the Receiver pursuant to this Section 3.4 shall be purchased at a price equal to the Repurchase Price of such Asset less the Related Liability Amount applicable to such Asset, in each case determined as of the applicable Put Date. If the difference between such Repurchase Price and such Related Liability Amount is positive, then the Receiver shall pay to the Assuming Institution the amount of such difference; if the difference between such amounts is negative, then the Assuming Institution shall pay to the Receiver the amount of such difference. The Assuming Institution or the Receiver, as the case may be, shall pay the purchase price determined pursuant to this Section 3.4(d) not later than the twentieth (20th) Business Day following the applicable Put Date, together with interest on such amount at the Settlement Interest Rate for the period from and including such Put Date to and including the day preceding the date upon which payment is made.

  • Total Purchase Price $ --------------- IF FOR AN INDIVIDUAL: IF FOR AN ENTITY: Entity Name: -------------------- By: By: -------------------------------------- ----------------------------- Print Name: Print Name: ------------------------------ --------------------- Title: -------------------------- COMPANY: AGREED AND ACCEPTED AS TO _______________ SHARES EFFECTIVE AS OF ----------- ------------------------------. Atlas Mining Company a Idaho Corporation By: --------------------------------------- Xxxx Xxxxxxxx, President ATTACHMENT A ------------ Names and Addresses of Purchasers

  • Payment of the Purchase Price The Purchase Price shall be paid as follows:

  • Payment of the Fundamental Change Repurchase Price Without limiting the Company’s obligation to deposit the Fundamental Change Repurchase Price within the time proscribed by Section 3.01(B), the Company will cause the Fundamental Change Repurchase Price for a Note (or portion thereof) to be repurchased pursuant to a Repurchase Upon Fundamental Change to be paid to the Holder thereof on or before the later of (i) the applicable Fundamental Change Repurchase Date; and (ii) the date (x) such Note is delivered to the Paying Agent (in the case of a Physical Note) or (y) the Depositary Procedures relating to the repurchase, and the delivery to the Paying Agent, of such Holder’s beneficial interest in such Note to be repurchased are complied with (in the case of a Global Note). For the avoidance of doubt, interest payable pursuant to the proviso to Section 4.02(D) on any Note to be repurchased pursuant to a Repurchase Upon Fundamental Change must be paid pursuant to such proviso regardless of whether such Note is delivered or such Depositary Procedures are complied with pursuant to the first sentence of this Section 4.02(G).

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

  • 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”.

  • Adjustment Amount (a) As soon as reasonably practicable following the Closing Date, and in any event within 90 calendar days thereof, Buyer shall prepare and deliver to Seller, Buyer’s calculation of (i) Closing Net Working Capital, (ii) Closing Indebtedness, (iii) Closing Transaction Expenses, (iv) Closing Cash, (v) Closing Net Working Capital Adjustment Amount, and (vi) on the basis of the foregoing, a calculation of the Closing Purchase Price (together with the calculations referred to in clauses (i) through (v) above, the “Final Closing Statement”). The Closing Net Working Capital, Closing Indebtedness and Closing Cash shall be prepared in accordance with GAAP and the defined terms used in this Section 2.06(a); provided, however, that the Final Closing Statement (and any amounts included therein) shall not give effect to any act or omission by Buyer or any of its Subsidiaries or the Company taken after the Reference Time or reflect any payments of cash in respect of the Purchase Price, or any financing transactions in connection therewith or reflect any expense or liability for which Buyer is responsible under this Agreement. For the avoidance of doubt, neither Section 2.04 nor this Section 2.06 is intended to be used to adjust the Closing Purchase Price for errors or omissions, under GAAP or otherwise, that may be found with respect to the Financial Statements or the Target Net Working Capital. No fact or event, including any market or business development, occurring after the Closing Date, and no change in GAAP or Applicable Law after the Balance Sheet Date, shall be taken into consideration in the calculations to be made pursuant to Section 2.04 or this Section 2.06. If Buyer fails to timely deliver the Final Closing Statement in accordance with the first sentence of this Section 2.06(a) within such 90-day period, then the Preliminary Closing Statement delivered by Seller to Buyer pursuant to Section 2.04 shall be deemed to be Buyer’s proposed Final Closing Statement, for all purposes hereunder, and Seller shall retain all of its rights under this Section 2.06 with respect thereto, including the right to dispute the calculations set forth therein in accordance with the provisions of this Section 2.06.

  • Adjustments to the Purchase Price The Purchase Price shall be adjusted as of the Closing Date by:

  • Payment Amount Each Restricted Stock Unit represents one (1) Share of Common Stock.

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