Examples of Estimated Net Purchase Price in a sentence
If the foregoing amounts sum to an upward adjustment to the Estimated Net Purchase Price, such amount is referred to herein as the “Purchase Price Deficiency”.
Upon the terms and subject to the conditions of this Agreement, in consideration of the aforesaid sale, conveyance, assignment, transfer and delivery of the Company Shares at the Closing, Buyer shall and Buyer Guarantor shall cause Buyer to pay an amount in cash equal to the Estimated Net Purchase Price (as defined below) at the Closing to Seller.
Alternatively, if the foregoing amounts sum to a downward adjustment to the Estimated Net Purchase Price, such amount is referred to herein as the “Purchase Price Excess”.
As of the Effective Time, after giving effect to all of the transactions contemplated by this Agreement, including the payment of the Estimated Net Purchase Price and assuming for these purposes the satisfaction of the conditions set forth in Sections 8.1 and 8.2, as of the Effective Time each of Buyer Guarantor, Buyer and the Company will be Solvent.
Notwithstanding anything to the contrary set forth herein, if Buyer fails to timely deliver the Closing Statement in accordance with the foregoing, then the Estimated Net Purchase Price shall be deemed final and binding on the Parties.
The Buyer Parties have as of the date hereof and shall have at the Closing sufficient cash to pay the Estimated Net Purchase Price and make all other payments required to consummate the transactions contemplated by this Agreement and each Ancillary Agreement, and to satisfy its obligations contemplated hereby and thereby, including the payment of all associated costs and expenses.
First, whether there is a perfect match between the boundaries of the judicial districts of the first judicial instance within a region and the boundaries of the region itself.
Any forecasted expenditure incurred in such amendments shall be reflected in the calculation of the Estimated Net Purchase Price.
The Buyer shall pay to each Seller an amount equal to such Seller’s Estimated Net Purchase Price Per Seller, as calculated and determined by the Sellers Representative, such payment to be made by wire transfer of immediately available funds to such Seller’s account that has been specified in writing by the Sellers Representative not later than two (2) Business Days prior to the Closing.
Subject to delivery of all of the items set forth in Section 3.2, at the Closing, Buyer shall deliver to each Seller, as consideration for the Purchased Shares, by wire transfer to one or more accounts designated by such Seller in the Funds Flow Memo (the “Closing Payment”), cash in an amount equal to the (i) the Estimated Net Purchase Price, multiplied by (ii) such Seller’s Pre- Closing Ownership Percentage.