Adjusted Cash Purchase Price definition

Adjusted Cash Purchase Price has the meaning assigned in Section 2.02(a).

Adjusted Cash Purchase Price means (A) the Base Cash Purchase Price, minus (B) the aggregate amount of all Change in Control Payments not otherwise paid as of immediately prior to the Initial Closing, minus (C) the aggregate amount of all Transaction Expenses not otherwise paid as of immediately prior to the Initial Closing, minus (D) the aggregate amount of the Excess Operating Costs, if any, minus (E) the Company Debt Payoff Amount, minus (F) the Net Working Capital Deficiency, if any, plus (G) the Net Working Capital Surplus, if any.

Adjusted Cash Purchase Price. (ee) Section 3.3(b)(v) of the PSA shall be amended to delete the reference to “5.5(b)(ii)”.

Examples of Adjusted Cash Purchase Price in a sentence

• If Closing occurs, the Deposit shall be retained by Seller and applied toward the Adjusted Cash Purchase Price at Closing.

• Except to the extent already taken into account by the Parties in the determination of the Adjusted Cash Purchase Price, Buyer shall be responsible for, pay, indemnify and hold harmless Seller and its Affiliates and all of the other Seller Subject Parties from and against all Taxes other than those that are the responsibility of Seller according to the preceding sentence.

• No later than five (5) Business Days before the Closing Date, Seller shall deliver to Buyer a draft settlement statement setting forth its calculation of the Adjusted Cash Purchase Price (the “Closing Settlement Statement”), which statement shall be substantially in the form of Schedule 2.3 and which shall reflect each adjustment made in accordance with this Agreement as of the date of preparation of such Closing Settlement Statement and the calculation of the adjustments used to determine such amount.

• The Adjusted Cash Purchase Price shall be paid by Buyer in accordance with Section 2.4 at Closing in U.S. Dollars by wire transfer in same day funds to one or more bank accounts of Seller (the details of which shall be provided by Seller to Buyer by written notice given at least three (3) Business Days prior to Closing) or as otherwise provided in Section 2.4. The Preferred Shares Purchase Price shall be delivered by Buyer to Seller and the Escrow Agent at Closing in accordance with Section 2.4.

• If (x) the Estimated Cash Purchase Price exceeds (y) the Adjusted Cash Purchase Price minus the Cash Revenue Run Rate Adjustment, Seller shall pay to Buyer, as an adjustment to the Cash Purchase Price, in the manner and with interest as provided in Section 2.10(b), the amount of such excess plus one day’s interest (calculated on the basis of a year of 365 days) on the amount of such excess based on the Buyer Interest Rate.

More Definitions of Adjusted Cash Purchase Price

Adjusted Cash Purchase Price has the meaning set forth in Section 3.3.

Adjusted Cash Purchase Price as defined in Section 3.4(a).

Adjusted Cash Purchase Price is defined in Section 2.4(b).

Adjusted Cash Purchase Price. See Section 2.2(a).

Adjusted Cash Purchase Price. Section 2.3(a); "Adjusted Consideration", Section 2.3(d); "Allocable Acreage", Section 6.5; "Assets", Section 2.1; "Assumed Liabilities", Section 2.4; "Base Purchase Price" and "Cash Purchase Price", Section 2.3(a); "Closing Date", Section 7.1; "Final Settlement Statement", Section 8.1; "Holdback" and "Holdback Claims", Section 8.4 "Hydrocarbons", Section 2.1(c); "Indemnified Party" and "Indemnifying Party", Section 9.5(a); "Intangible Rights", Section 2.1(i); "Leases", Section 2.1(a); "Restricted Stock" and "Stock Consideration", Section 2.3(a); "Personal Property", Section 2.1(e); "Preliminary Settlement Statement", Section 7.2; "Real Property Interests", Section 2.1(d); "Records", Section 2.1(j); "Retained Liabilities", Section 2.5; "Transferred Contracts", Section 2.1(g); "Vendor Claims", Section 3.1(n)and "Xxxxx", Section 2.1(b). In addition, the following terms and expressions shall have the meanings set forth hereinafter:

Adjusted Cash Purchase Price is defined in Section 2.2(a)(i)(D).

Adjusted Cash Purchase Price means the Estimated Cash Purchase Price, as increased or decreased pursuant to Section 2.5(f).