Determination of the Purchase Price. Within ten (10) Business Days following the effective date of any Election Notice (or as soon as reasonably possible thereafter), the Accounting Firm shall determine the aggregate amount of cash which would be distributed to each Member if (i) the assets of the Company were sold for their Stated Value as of the effective date of the Election Notice; (ii) the liabilities of the Company were liquidated pursuant to Section 12.02(a); (iii) a reserve was not established for any contingent, conditional or unmatured liabilities or obligations of the Company pursuant to Section 12.02(b); and (iv) any remaining amounts were distributed to the Members in accordance with the provisions of Section 5.01. Upon such determination, the Accounting Firm shall give each Member written notice ("Price Determination Notice") thereof. The determination by the Accounting Firm of such amounts including all components thereof, shall be deemed conclusive on all of the Members, absent any material computational error. One hundred percent (100%) of the amount that would be distributed to each Member pursuant to Section 12.03(c) shall be deemed the purchase price ("Purchase Price") for such Member's Interest for purposes of this Article VIII; subject, however, to adjustment for any Default Loans described in Section 8.08.
Determination of the Purchase Price. Within fifteen (15) days after the determination of the Appraised Value in the case of an Election Notice or the Buy/Sell Value in the case of a Buy/Sell Notice, the Company’s accountants shall determine the amount of cash which would be distributed to each Member based upon a hypothetical liquidation of the Company pursuant to this Agreement if the assets of the Company were sold for the Appraised Value as of the date of the Election Notice or the Buy/Sell Value as of the date of the Buy/Sell Notice and the Company was liquidated. Upon such determination, the Company’s accountant shall give each Member a written notice thereof (the “Purchase Price Notice”). The Members acknowledge and understand that such a hypothetical sale of assets and liquidation of the Company may result in the selling Member having to contribute money to the Company for distribution to the extent the selling Member’s economic loss obligation pursuant to Section 8.06 below exceeds the amount otherwise payable for such selling Member’s Membership Interest. The amount determined by the accountants to be distributable to a Member (or payable by the selling Member as the seller of its Membership Interest if applicable) shall constitute the purchase price (the “Purchase Price”) applicable to such Member’s Membership Interest; provided, however, if the Call Event or Buy Sell Event giving rise to the election by either Member to proceed under this ARTICLE VII is an Event of Default, then the Purchase Price to be paid to the defaulting Member shall be reduced by fifteen percent (15%) of what would otherwise be payable pursuant hereto (or, if the selling Member is required to contribute money to the Company hereunder, then the amount required to be paid by the selling Member in connection with the purchase and sale of its Membership Interest would be increased by fifteen percent (15%)). The determination by the Company’s accountant of such amounts, including the amount of any reserves, shall be conclusive, absent manifest error. In no event may any allegation of manifest error delay the acquisition of a Membership Interest pursuant to this ARTICLE VII, it being agreed and understood by the Members that the sole remedy for an aggrieved Member alleging manifest error shall be to recover the sum of (a) the difference between what the Purchase Price would have been without the error and the Purchase Price as determined by the Company’s accountant, and (b) the attorneys fees and costs incurred by ...
Determination of the Purchase Price. (a) In order to determine the estimated Purchase Price, Sellers shall, in good faith, prepare and deliver to Purchaser at least two business days prior to the Closing an estimated unaudited consolidated balance sheet of the Company, as of the Calculation Date (the "Estimated Closing Balance Sheet") ------------------------------- together with the computation of the estimated Indebtedness and the estimated Net Working Capital Adjustment (the "Net Working Capital Report"). The Estimated -------------------------- Closing Balance Sheet, the estimated Indebtedness and the estimated Net Working Capital Report, shall be prepared from the Company's books and records in accordance with GAAP as applied in a manner consistent with the Company's audited December 31, 1998 financial statements.
Determination of the Purchase Price. (a) Within 60 days after the Closing Date, the Purchaser will deliver to the Seller a certificate (the “Closing Purchase Price Certificate”) executed by the Chief Executive Officer or Chief Financial Officer of the Purchaser setting forth the Purchaser’s good faith calculation of (i) the Target Working Capital, (ii) the Closing Working Capital, (iii) the Purchase Price and (iv) the difference between the Estimated Purchase Price and the Purchase Price.
Determination of the Purchase Price. 1. The price of Shares to be purchased under this Agreement shall be their Fair Market Value.
Determination of the Purchase Price. The Purchase Price (as defined in Section 3.5) for the Defaulting Stockholder’s stock upon a Buy/Sell Event shall be determined in accordance with Section 3.5.
Determination of the Purchase Price. The purchase price to be paid by the Purchaser for the Target Shares will be determined as follows:
Determination of the Purchase Price. Promptly after the Purchase Price Adjustment has become final and binding on the parties under this Section 2.4, the Purchase Price shall be determined by giving effect to such final and binding amounts, with appropriate payments made as follows:
Determination of the Purchase Price. 6.1 On each Purchase Date, the Purchaser will acquire the Eligible Receivables for Purchase owned by the Originators on such date at a Purchase Price calculated on the basis on:
Determination of the Purchase Price. The Purchase Price will determined by the Purchaser following a complete due diligence of the company by the purchaser based upon the following elements provided by the Vendor:
