Final Adjusted Purchase Price definition

Final Adjusted Purchase Price has the meaning specified in Section 3.1(c).

Final Adjusted Purchase Price means the Adjusted Purchase Price as finally agreed or determined in accordance with Section 2.14(a) or (b).

Final Adjusted Purchase Price shall be calculated by adjusting the Base Purchase Price by the Recalculated Adjustment.

Examples of Final Adjusted Purchase Price in a sentence

• This amount is in addition to and independent of all other consideration provided in this Agreement (including the Xxxxxxx Money Deposit), is nonrefundable to CSU in all circumstances, and shall not be credited toward the Final Adjusted Purchase Price.

• By signing and delivering this Agreement to CSU, the City confirms it has reviewed the CSU Financing Plan and is reasonably satisfied with the content of the CSU Financing Plan as a basis for establishing the financial viability of CSU’s acquisition of the CSU Property, including payment to the City of the Final Adjusted Purchase Price, and CSU’s development, operation, and maintenance of the Project and the Additional Public Benefits.

• An American Land Title Association (2006) extended coverage owner’s policy oftitle insurance issued by Title Company as of the Closing Date and with liability in the amount of the Final Adjusted Purchase Price, insuring fee simple ownership of the Real Property in CSU as owner of the Real Property, subject only to the Permitted Title Exceptions.

• Ineligible Non-citizensThose non-citizens who do not wish to contend their immigration status are required to have their names listed on a non-contending family members listing, signed by the head, spouse, or co-head (regardless of citizenship status), indicating their ineligible immigration status.

• CSU shall pay the Final Adjusted Purchase Price to the City in exchange for the City’s conveyance ofthe CSU Property to CSU.

More Definitions of Final Adjusted Purchase Price

Final Adjusted Purchase Price means (i) the Purchase Price, minus (ii) any Tangible Book Value Deficiency, minus (iii) Transaction Expenses, minus (iv) the Escrow Amounts.

Final Adjusted Purchase Price has the meaning set forth in Section 3.4(c).

Final Adjusted Purchase Price shall have the meaning set forth in Section 2.2(g)(i),

Final Adjusted Purchase Price shall be the Purchase Price as adjusted according to the Adjusted Closing Statement.

Final Adjusted Purchase Price is defined in Section 2.4(d). “Final Settlement Statement” is defined in Section 2.4(c). “Financial Statements” are defined in Section 4.7(a). “Fraud” means actual fraud by a Party with regard to the representations and warranties made by such Party in this Agreement (as modified by the applicable disclosure schedule), which involves a knowing and intentional material misrepresentation by such Party of such representations or a knowing and intentional material concealment of facts with respect to such representations, with the intent of inducing any other Party to enter into this Agreement and such Party to this Agreement to whom such representation was made suffered injury as a direct result of relying upon such representation (as opposed to any fraud claim based on constructive knowledge, recklessness, negligent misrepresentation or a similar theory under applicable law). “GAAP” means generally accepted accounting principles in the United States of America. “Governmental Authority” means any executive, legislative, judicial, regulatory or administrative agency, governmental authority, body, commission, department, board, court, tribunal, arbitration body or authority of the United States or any foreign country, or any federal, state, local, municipal, tribal or other governmental subdivision thereof. “Governmental Consents” is defined in Section 3.4. “Hazardous Substances” means each substance, waste or material regulated, defined, designated or classified as hazardous or toxic, or as a pollutant or contaminant under any Environmental Law, including NORM; provided, that the term Hazardous Substances shall be deemed not to include petroleum, petroleum products, natural gas or natural gas liquids that have not been abandoned, disposed of, emitted or released into the environment. “HSR Act” means the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended. “Intellectual Property” means all United States and foreign intellectual property rights, including: (a) patents and patent applications, including all reissuances, continuations, continuations-in-part, divisions, supplementary protection certificates, extensions and re- examinations thereof; (b) trademarks, service marks, logos, designs, trade names, trade dress, Internet domain names, and registrations and applications therefore, including the associated goodwill therewith; (c) copyrights, other rights in copyrightable works of authorship and registrations and applications therefore; (d) trade ...

Final Adjusted Purchase Price means an amount equal to the total of (a) the Purchase Price, minus (b) the Escrow Amount, plus (c) the Final Closing Cash, minus (d) the amount, if any, by which Final Closing Working Capital is less than Target Closing Working Capital Amount, plus (e) the amount, if any, by which Final Closing Working Capital is greater than Target Closing Working Capital Amount, minus (f) the Final Closing Indebtedness, minus (g) the Final Closing Transaction Expenses.

Final Adjusted Purchase Price means an amount equal to (i) the Base Purchase Price, plus (ii) the Working Capital Surplus (if any) based on the Final Closing Working Capital Amount, minus (iii) the Working Capital Deficit (if any) based on the Final Closing Working Capital Amount, plus (iv) the U.S. Cash Surplus (if any) based on the Final U.S. Cash Amount, minus (v) the U.S. Cash Deficit (if any) based on the Final U.S. Cash Amount, plus (vi) the Final Mexico Cash Amount, minus (vii) the Final Closing Indebtedness, minus (viii) the Final Closing Transaction Expenses, in each case, as finally determined pursuant to Section 2.4.