Unadjusted Purchase Price definition

Unadjusted Purchase Price has the meaning specified in Section 2.03(a).

Unadjusted Purchase Price shall have the meaning set forth in Section 1.2(a).

Unadjusted Purchase Price is defined in Section 2.2.

Examples of Unadjusted Purchase Price in a sentence

• Buyer represents that the Allocated Values constitute reasonable and good faith allocations of the Unadjusted Purchase Price among the Assets.

• Seller and Buyer agree that the Allocated Values shall be used to compute any adjustments to the Unadjusted Purchase Price pursuant to this Agreement.

• In the event that Buyer is denied the ability to conduct due diligence with respect to any Asset under the foregoing clauses (i) and (ii) despite Seller having used the requisite reasonable efforts to gain Buyer access, then Buyer may elect to have Seller retain the entirety of any such Asset at the Closing, in which event the Unadjusted Purchase Price shall be reduced by an amount equal to the Allocated Value of the Asset.

• Provided, however, in no event shall the failure of Seller to obtain the consent of SST Energy Corporation allowing Buyer to assign that certain Drilling Contract dated July 11, 2011 between Seller and SST Energy Corporation result in a reduction of the Unadjusted Purchase Price or result in any exclusion of Assets, other than the exclusion of said Drilling Contract.

• Notwithstanding the foregoing, if Seller withholds its consent to any Inspection Request, then such Asset may be excluded by Buyer, at Buyer’s discretion, from the sale under this Agreement and the Unadjusted Purchase Price shall be reduced by the Allocated Value of such excluded Assets.

More Definitions of Unadjusted Purchase Price

Unadjusted Purchase Price as defined in Section 3.01.

Unadjusted Purchase Price has the meaning set forth in Section 16.1(g)(ii). “WARN Act” means the Worker Adjustment and Retraining Notification Act of 1988.

Unadjusted Purchase Price means the sum of the (i) the Unadjusted Cash Purchase Price and (ii) the product of (A) the Stock Purchase Price multiplied by (B) the Per Share Value.

Unadjusted Purchase Price means, with respect to any Dealer Receivable purchased hereunder, unless otherwise agreed by both Seller and Purchaser, an amount equal to 100% of the related Invoice Amount or Estimated Invoice Amount, as applicable; provided, however, that such price will be reduced as necessary to ensure that it will not be materially less favorable to Purchaser than prices for comparable transactions of a generally similar character at the time of the purchase taking into account the quality of the assets being purchased and other pertinent factors; and provided, further, that such price will be increased as necessary to ensure that it will not represent less than reasonably equivalent value therefor.

Unadjusted Purchase Price means $135,000,000.

Unadjusted Purchase Price has the meaning set forth in Section 2.2.

Unadjusted Purchase Price has the meaning provided such term in Section 2.2(b).