Non-US Purchase Price definition

Non-US Purchase Price means an amount equal to (a) Base Non-US Purchase Price, plus (b) Closing Non-US Cash, minus (c) Closing Non-US Indebtedness, plus (d) the amount, if any, by which Closing Non-US Net Working Capital exceeds Target Non-US Net Working Capital, minus (e) the amount, if any, by which Target Non-US Net Working Capital exceeds Closing Non-US Net Working Capital, minus (f) Non-US Transaction Expenses. The Non-US Purchase Price shall be allocated among the AME Intermediate Holdings Consideration, the AME Holdings II Consideration, the AM Australia Property Consideration, the AM Australia Equity Consideration, the AM LATAM Consideration and the AM Global Consideration in accordance with the Allocation Schedule.
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Non-US Purchase Price is defined in Section 2.3.2.
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Non-US Purchase Price means the cash (i) that shall be used by Schlumberger BV to acquire an equity interest in Non-U.S. Venture Entity pursuant to Section 2.1(c)(iii) and (ii) the amount of which shall equal $300 million minus the Lux Purchase Price.
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Examples of Non-US Purchase Price in a sentence

  • For purposes of this Agreement, the “Final Non-US Purchase Price” means the amount equal to (i) Base Non-US Purchase Price, plus (ii) Final Closing Non-US Cash, minus (iii) Final Closing Non-US Indebtedness, plus (iv) the amount, if any, by which Final Closing Non-US Net Working Capital exceeds Target Non-US Net Working Capital, minus (v) the amount, if any, by which Target Non-US Net Working Capital exceeds Final Closing Non-US Net Working Capital, minus (vi) Final Non-US Transaction Expenses.

  • Effective as of date of this Agreement, the payment obligation of the Transferor is the Non-U.S. Purchase Price.

  • Response from the coordinators and preliminary response from contributors (noting that I’m writing this on submission deadline day) has been positive.

  • If Final Closing Working Capital exceeds Estimated Closing Working Capital, in each case for the U.S. Dollar-Denominated Portion of the Business, Buyer shall pay to Seller, as an adjustment to the Non-U.S. Purchase Price, in the manner and with interest as provided in Section 2.11(b), the amount by which such Final Closing Working Capital exceeds such Estimated Closing Working Capital.

  • If Estimated Closing Working Capital exceeds Final Closing Working Capital, in each case for the Euro-Denominated Portion of the Business, Seller shall pay to Buyer, as an adjustment to the Non-U.S. Purchase Price, in the manner and with interest as provided in Section 2.11(b), the amount by which such Estimated Closing Working Capital exceeds such Final Closing Working Capital.

  • The Seller Parties and the Buyers agree to treat any indemnity payment made pursuant to this Section 9 as an adjustment to the US Purchase Price or Non-US Purchase Price, as applicable, for federal, state, local and foreign Tax purposes to the extent permitted by applicable law.

  • The net proceeds of the Financings described in the Commitment Letter are sufficient to pay the full US Purchase Price and Non-US Purchase Price and to make the other payments payable at the Closing hereunder, and to make all other necessary payments by it to the Company or Seller in connection with the transactions contemplated hereby.

  • The intercompany payables and receivables below shall only be used for purposes of allocating the U.S. Purchase Price and Non-U.S. Purchase Price; provided that in any case the net effect of including such intercompany payables and receivables on the Purchase Price shall be $0.

  • If the parties are unable to agree upon the amount of the US Purchase Price, the Non-U.S. Purchase Price, the US Exchanged Interest and the Non-U.S. Exchanged Interest by March 1, 2013, the parties shall submit the matters in dispute to the Independent Accountants (which may be different than the Independent Accountants chosen for purposes of Section 3.6(b)) for resolution under procedures similar to those described in Section 3.6(b).

  • If Final Closing Working Capital exceeds Estimated Closing Working Capital, in each case for the Euro-Denominated Portion of the Business, Buyer shall pay to Seller, as an adjustment to the Non-U.S. Purchase Price, in the manner and with interest as provided in Section 2.11(b), the amount by which such Final Closing Working Capital exceeds such Estimated Closing Working Capital.


More Definitions of Non-US Purchase Price

Non-US Purchase Price means the cash (i) that shall be used by Storm BV to acquire an equity interest in Non-U.S. Venture Entity pursuant to Section 2.1(c)(iii) and (ii) the amount of which shall be determined pursuant to the procedures described in Section 6.10.
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Related to Non-US Purchase Price

  • Stock Purchase Price has the meaning set forth in Section 2 of the Subscription Agreement.

  • Cash Purchase Price has the meaning set forth in Section 2.1(b).

  • Unit Purchase Price shall have the meaning ascribed to such term in Section 2.1(b).

  • the Purchase Price means the price to be paid by the Buyer to the Seller for the purchase of the Property;

  • Closing Purchase Price shall have the meaning ascribed to such term in Section 2.1(b), which aggregate purchase price shall be net of the underwriting discounts and commissions.

  • Base Purchase Price has the meaning set forth in Section 2.2.

  • Net Purchase Price has the meaning set forth in Section 2.1.

  • Share Purchase Price shall have the meaning ascribed to such term in Section 2.1(b).

  • Loan Purchase Price With respect to any Home Equity Loan purchased from the Trust on or prior to a Monthly Remittance Date pursuant to Section 3.04, 3.06(b) or 8.10(b) hereof, an amount equal to the outstanding principal balance of such Home Equity Loan as of the date of purchase (assuming that the Monthly Remittance Amount remitted by the Servicer on such Monthly Remittance Date has already been remitted), plus all accrued and unpaid interest on such Home Equity Loan at the Coupon Rate to but not including the date of such purchase together with (without duplication) the aggregate amounts of (i) all unreimbursed Delinquency Advances and Servicing Advances theretofore made with respect to such Home Equity Loan, (ii) all Delinquency Advances which the Servicer has theretofore failed to remit with respect to such Home Equity Loan, (iii) all reimbursed Delinquency Advances and Servicing Advances to the extent that reimbursement is not made from the Mortgagor and (iv) any costs and damages incurred by the Trust in connection with any violation by the Home Equity Loan of any predatory or abusive lending law.

  • Option Purchase Price has the meaning set forth in Section 9.36(b) hereof.

  • Purchase Price Adjustment shall have the meaning specified in Section 3.02.

  • Purchase Price has the meaning set forth in Section 2.1.

  • VWAP Purchase Price means the lesser of (i) the Closing Sale Price on the VWAP Purchase Date; or (ii) ninety-seven percent (97%) of volume weighted average price for the Common Stock traded on the Principal Market during normal trading hours on (A) the VWAP Purchase Date if the aggregate shares traded on the Principal Market on the VWAP Purchase Date have not exceeded the VWAP Purchase Share Volume Maximum and the Sale Price of Common Stock has not fallen below the VWAP Minimum Price Threshold (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction), or (B) the portion of the VWAP Purchase Date until such time as the sooner to occur of (1) the time at which the aggregate shares traded on the Principal Market has exceeded the VWAP Purchase Share Volume Maximum, or (2) the time at which the Sale Price of Common Stock falls below the VWAP Minimum Price Threshold (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction).

  • Purchase Price Date means the date the Purchase Price is delivered by Lender to Borrower.

  • Contract Purchase Price means the amount actually paid or allocated in respect of the purchase, development, construction or improvement of a Property or the amount of funds advanced with respect to a Mortgage, or the amount actually paid or allocated in respect of the purchase of other Assets, in each case exclusive of Acquisition Fees and Acquisition Expenses, but in each case including any indebtedness assumed or incurred in respect of such Property.

  • Per Unit Purchase Price equals $2.125, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement.

  • Per Share Purchase Price equals $1.00, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement.

  • Purchase Price Adjustment Escrow Amount means $3,000,000.

  • Maximum Purchase Price has the meaning assigned to the term in the Pricing Side Letter.

  • Option Closing Purchase Price shall have the meaning ascribed to such term in Section 2.2(b), which aggregate purchase price shall be net of the underwriting discounts and commissions.

  • Receivables Purchase Price means $1,403,509,094.50.

  • Purchase Price Allocation has the meaning set forth in Section 2.6(a).

  • Closing Date Purchase Price shall have the meaning set forth in Section 2.1 hereof.

  • Preliminary Purchase Price has the meaning set forth in Section 2.02.

  • Minimum Purchase Price has the meaning set forth in Section 2.04.

  • Combined Purchase Price shall have the meaning ascribed to such term in Section 2.1(b).