Final Purchase Price Calculation Sample Clauses

Final Purchase Price Calculation. (a) On or prior to March 31, 2008, Buyer shall prepare and promptly thereafter deliver to the Shareholders a statement setting forth the Purchase Price required to be calculated pursuant to paragraph 1.3.1 above less the payment made prior to the date thereof pursuant to paragraph 1.4 (the "Purchase Price Calculation"). The Purchase Price Calculation shall be prepared by the Company's in-house accountants and verified by the Company's independent certified public accountants. In connection with the preparation of such Purchase Price Calculation, Buyer and its authorized representatives shall have full access to the relevant books and records of the Company and each of its Subsidiaries and their respective authorized representatives and employees to the extent necessary to complete such Purchase Price Calculation.
Sample 1
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Final Purchase Price Calculation. (a) As promptly as practicable, but no later than 60 days after the Closing Date, Seller will cause to be prepared and delivered to Buyer a statement (the “Closing Statement”) setting forth Seller’s calculation of (i) Adjusted Net Working Capital, (ii) Acquired Closing Cash, (iii) Assumed Closing Indebtedness and (iv) the Purchase Price based thereon. The Closing Statement shall be prepared in accordance with the Illustrative Net Working Capital Schedule and the Accounting Principles. Buyer shall assist Seller in the preparation of the Closing Statement and shall provide Seller reasonable access to the properties, books and records of Buyer for such purpose.
Sample 1
Final Purchase Price Calculation. (a) As promptly as possible, but in any event within 60 days after the Closing Date, the Purchaser will deliver to the Sellers’ Representative a consolidated balance sheet of the Company (the “Closing Balance Sheet”) as of the opening of business on the Closing Date and a statement showing the calculation of Net Working Capital, Closing Indebtedness, Transaction Expenses, the Closing Cash Balance and the Final Cash Consideration (together with the Closing Balance Sheet, the “Closing Statement”), which statement will be prepared in a manner consistent with the reference working capital statement attached as Section 1.4 of the Disclosure Schedule. The Closing Balance Sheet will be prepared and each of the Net Working Capital, the Closing Indebtedness and the Transaction Expenses will be determined in accordance with GAAP and using the same accounting methods, policies, principles, practices and procedures, with consistent classifications, judgments and estimation methodology, as were used in preparation of the Latest Audited Balance Sheet to the extent consistent with GAAP and will not include any changes in assets or liabilities as a result of purchase accounting adjustments.
Sample 1
Final Purchase Price Calculation. Upon the earlier to occur of (i) the Parties’ agreement (or deemed agreement pursuant to Section 3.5(d)) with respect to the calculation of the Purchase Price and (ii) the delivery of any report of the Independent Accountant as provided in Section 3.5(e) with respect to the Purchase Price, as applicable:
Sample 1
Final Purchase Price Calculation. 3.1 The Parties agree on the Purchase Price Calculation set out in Schedule 2.1.2, i.e., the Adjustment Amount in the favour of the Sellers and to be settled between the Parties amounts to DKK 43,587,471.94 (adjusted for only Sellers holding 99,9724% of the Shares (excluding the Company’s own shares) having either signed the Agreement or the Share Transfer Agreement).
Sample 1
Final Purchase Price Calculation. (a) As promptly as practicable, but no later than 60 days after the Closing Date, Seller will cause to be prepared and delivered to Buyer a statement (the “Closing Statement”) setting forth Seller’s calculation of (i) Adjusted Base Modified Net Asset Value, the Modified Net Asset Value and the Modified Net Asset Value Adjustment based thereon, (ii) the Brazil Modified Net Asset Value and the Brazil Modified Net Asset Value Adjustment based thereon, (iii) Closing Cash and (iv) the Purchase Price based thereon.
Sample 1
Final Purchase Price Calculation. (a) The Parties shall each have sixty (60) days (the “Review Period”) after the delivery by the Partnership of the actual Partnership Net Income Amount pursuant to Section 2.02(a)(y) of the Cooperation Agreement (the “Proposed Net Income Statement”). During the Review Period, the Parties and their Representatives, subject to, and in accordance with, the terms of the Cooperation Agreement, may review the Partnership’s work papers, all books and records of the Partnership and its Affiliates relevant to the preparation of the Proposed Net Income Statement, and the work papers of the Partnership’s accountants relating to such accountants’ review of the Proposed Net Income Statement.
Sample 1
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Final Purchase Price Calculation. ¤ As promptly as practicable, but no later than 60 days after the Closing Date, Seller will cause to be prepared and delivered to Buyer a statement (the “Closing Statement”) setting forth Seller’s calculation of (i) Adjusted Base Modified Net Asset Value, Modified Net Asset Value and the Modified Net Asset Value Adjustment based thereon, (ii) Closing Cash and (iii) the Purchase Price based thereon.
Sample 1
Final Purchase Price Calculation. (a) As soon as reasonably practicable following the Closing Date, but in no event later than sixty (60) calendar days after the Closing, Parent shall, or shall cause Purchaser to prepare and deliver to the Sellers’ Representative a statement (the “Closing Statement”) setting forth Parent’s and Purchaser’s good faith calculation of the following: (i) Closing Cash; (ii) Closing Indebtedness; (iii) Net Debt; (iv) Net Working Capital; (v) Company Transaction Expenses; and (vi) the resulting calculation of the Final Equity Value, the Final Transaction Value, the Final Purchase Price and the Final Per Share Closing Consideration.
Sample 1

Related to Final Purchase Price Calculation

  • Final Purchase Price Within 120 days after the Closing Date (provided, however, and notwithstanding the foregoing, not before ninety (90) days after the Closing Date), Seller Representative will prepare and deliver to Buyer, in accordance with this Agreement, a proposed statement (the “Final Settlement Statement”) setting forth each adjustment to the Purchase Price to be made pursuant to Section 2.04, along with supporting documentation reasonably necessary to support Sellers’ calculations and all back up invoices, statements and other materials, and the resulting final Purchase Price (as such final Purchase Price is agreed by Buyer and Seller Representative or determined pursuant to this Section 2.06, the “Final Purchase Price”). Within 30 days after receipt of the preliminary Final Settlement Statement, Buyer shall return a written report containing any proposed changes to the preliminary Final Settlement Statement (a “Dispute Notice”) and/or request additional supporting documentation or information. Buyer and Seller Representative agree to use commercially reasonable efforts to finalize such post-Closing adjustments no later than 180 days after the Closing Date (the date such agreement is made or such adjustments are otherwise determined pursuant to this Section 2.06, the “Final Settlement Date”). In the event that (a) the Closing Purchase Price, as determined pursuant to Section 2.05, is more than the Final Purchase Price, within two Business Days after the Final Settlement Date, Sellers shall pay to Buyer the amount of such difference, or (b) the Closing Purchase Price, as determined pursuant to Section 2.05, is less than the Final Purchase Price, within two Business Days after the Final Settlement Date, Buyer shall pay to Sellers the amount of such difference, in either event by wire transfer or other immediately available funds to the account notified by Seller Representative or Buyer, as the case may be. If Seller Representative and Buyer are unable to resolve the matters addressed in the Dispute Notice within 210 days after the Closing Date, each of Buyer and Seller Representative shall, within ten Business Days after such deadline, summarize its position with regard to such dispute in a written document of 20 pages or less (exclusive of exhibits) and submit such summaries to a nationally or internationally recognized accounting firm with expertise in the oil and gas industry and that is otherwise reasonably acceptable to and mutually accepted by Buyer and Seller Representative, but who has not worked as an employee or outside counsel or consultant for any Party or its Affiliates during the five year period preceding the arbitration or have any financial interest in the dispute, (the “Accounting Arbitrator”), together with the Dispute Notice, the Final Settlement Statement and any other documentation such Party may desire to submit. Within 30 days after receiving Buyer’s and Seller Representative’s respective submissions, the Accounting Arbitrator shall render a decision choosing either Seller Representative’s position or Buyer’s position with respect to each matter addressed in the Parties’ respective submissions, based on the materials described above. Any decision rendered by the Accounting Arbitrator pursuant hereto shall be final, conclusive and binding on Sellers and Buyer. The costs of such Accounting Arbitrator shall be borne one-half by Buyer and one-half by Sellers. The Accounting Arbitrator shall act as an expert for the limited purpose of determining the specific Final Purchase Price dispute presented to it, shall be limited to the procedures set forth in this Section 2.06, shall not have the powers of an arbitrator, shall not consider any other disputes or matters, and may not award damages, interest, costs, attorney’s fees, expenses or penalties to any Party.

  • Preliminary Purchase Price Buyer agrees to pay to Sellers at the Closing $82,000,000.00 (the "Preliminary Purchase Price"), as adjusted herein, by delivery of (i) $3,000,000.00 deposited by Buyer with SunTrust Bank, N.A. as escrow agent pursuant to an escrow agreement in form and substance satisfactory to Buyer and Sellers' Representative that provides for one-third of such escrowed funds to be released on each of the first and second anniversary of the Closing Date and one-third of such escrowed funds to be released on the fourth anniversary of the Closing Date (provided that the funds subject to the escrow during the final year of the escrow will be available to satisfy an indemnification claim only under a portion of Section 12(a)(ii)) (the "Escrow Agreement") and (ii) cash for the balance of the Preliminary Purchase Price payable by wire transfer or delivery of other immediately available funds as directed in writing by Sellers' Representative (consistent with the allocation set forth herein). The Preliminary Purchase Price shall be allocated among Sellers as set forth in Section 2(b) of the Disclosure Schedule (the "Allocation Schedule"). Each of Buyer and Seller shall sign and timely submit all necessary forms (including IRS Form 8594) to report the transactions contemplated hereby for federal and state Tax purposes in accordance with the Allocation Schedule, and shall not take any position for Tax purposes inconsistent therewith. Consistent with the Allocation Schedule, Buyer and Seller shall allocate the Purchase Price among the individual MB Real Properties and the individual CI Real Properties in accordance with their fair market values as Buyer shall determine, subject to the reasonable agreement of Seller's Representative; provided that Buyer and Seller's Representative shall mutually agree on the allocation of Purchase Price to those stores set forth on Schedule 2(b).

  • Additional Purchase Price The purchase price for the Additional Shares (the "Additional Purchase Price") shall be an amount equal to (i) the difference between (1) the aggregate proceeds to Purchaser from the sale of the Optional Securities and (2) the aggregate cost to Purchaser, as notified by Purchaser to Seller at the Second Time of Delivery, of the Additional STRIPS, multiplied by (ii) a fraction, the numerator of which is the Firm Share Base Amount and the denominator of which is the number of Firm Securities.

  • Purchase Price Adjustment (a) Not later than five Business Days prior to the Closing Date, the Contributor Parties shall prepare in good faith and deliver to Acquiror a preliminary settlement statement (the “Estimated Adjustment Statement”) setting forth (i) an estimated combined balance sheet of the Compression Group Entities as of the Closing Date, which balance sheet will be prepared in accordance with GAAP, applied consistently with the Contributor Parties’ past practices (including its preparation of the Unaudited Financial Statements) (the “Estimated Closing Date Balance Sheet”) based on the most recent financial information of the Compression Group Entities reasonably available to the Contributor Parties and the Contributor Parties’ reasonable estimates with respect to the assets, liabilities and members’ equity of the Compression Group Entities as of the Closing Date, (ii) a calculation of the difference, if any, between the Net Working Capital shown on the Estimated Closing Date Balance Sheet (the “Estimated Net Working Capital”) and the Net Working Capital Threshold, (iii) a calculation of the Debt shown on the Estimated Closing Date Balance Sheet (the “Estimated Closing Date Debt”), (iv) a calculation of the Cash shown on the Estimated Closing Date Balance Sheet (the “Estimated Closing Date Cash Amount”) and (v) a calculation of the estimated Purchase Price Adjustment Amount. Acquiror shall have the right, following Acquiror’s receipt of the Estimated Adjustment Statement, to object thereto by delivering written notice to ETP, on behalf of the Contributor Parties, no later than two Business Days before the Closing Date. To the extent Acquiror timely objects to the Estimated Adjustment Statement (or any component thereof), Acquiror and ETP, on behalf of the Contributor Parties, shall enter into good faith negotiations and attempt to resolve any such objection; provided, however, that if Acquiror and ETP, on behalf of the Contributor Parties, are unable to resolve such objection prior to the Closing Date, then the Contributor Parties’ calculations as reflected in the Estimated Adjustment Statement shall control solely for purposes of the payments to be made at Closing. To the extent Acquiror and ETP, on behalf of the Contributor Parties, resolve any such objection prior to the Closing, then the Parties shall jointly agree on a revised Estimated Adjustment Statement that shall control solely for purposes of the payments to be made at the Closing. The estimated Purchase Price Adjustment Amount that controls for purposes of the payments to be made at the Closing is referred to herein as the “Estimated Purchase Price Adjustment Amount.”

  • Total Purchase Price $ --------------- IF FOR AN INDIVIDUAL: IF FOR AN ENTITY: Entity Name: -------------------- By: By: -------------------------------------- ----------------------------- Print Name: Print Name: ------------------------------ --------------------- Title: -------------------------- COMPANY: AGREED AND ACCEPTED AS TO _______________ SHARES EFFECTIVE AS OF ----------- ------------------------------. Atlas Mining Company a Idaho Corporation By: --------------------------------------- Xxxx Xxxxxxxx, President ATTACHMENT A ------------ Names and Addresses of Purchasers

  • Post-Closing Purchase Price Adjustment (a) As promptly as practicable, but in no event later than ninety (90) days following the date of the Applicable Closing, Parent shall prepare and deliver to SunGard Data a statement (the “Post-Closing Statement”), certified by the chief financial officer of Parent and accompanied by reasonable supporting detail, setting forth the Closing Net Working Capital, the Company Transaction Fees and Expenses and the Merger Consideration, including, in each case, the calculation thereof in reasonable detail. The calculations set forth in the Post-Closing Statement shall be final and binding on all Parties unless SunGard Data gives Parent written notice of its objections thereto (an “Objection Notice”), with reasonable supporting detail as to each such objection (each, a “Post-Closing Calculation Objection”), within forty-five (45) days after receipt of the Post-Closing Statement (the “Objection Period”). In the event SunGard Data fails to give Parent an Objection Notice prior to the expiration of the Objection Period or otherwise earlier notifies Parent in writing that SunGard Data has no objections to the calculations set forth in the Post-Closing Statement, the Post-Closing Statement shall be deemed final and binding on all Parties hereto, and all payments to be made in accordance with Section 3.4(d) shall be derived therefrom. Any component of the calculations set forth in the Post-Closing Statement that is not the subject of a timely delivered Objection Notice by SunGard Data shall be final and binding on all Parties except to the extent such component could be affected by other components of the calculations set forth in the Post-Closing Statement. Throughout the period following the Closing Date until the components of the calculations set forth in the Post-Closing Statement are deemed final and binding pursuant to this Section 3.4, subject to Section 7.21, Parent shall permit SunGard Data and its Representatives reasonable access (with the right to make copies), during business hours upon reasonable advance notice, to the financial books and records of the Surviving Corporation and its Subsidiaries for the purposes of the review and objection right contemplated herein.

  • Initial Purchase Price The VFN is to be purchased at a price (the “Initial Purchase Price”) equal to 100% of the Initial Note Principal.

  • Purchase Price Adjustments In case at any time and from time to time the Company shall issue any shares of Common Stock or Derivative Securities convertible or exercisable for shares of Common Stock (the number of shares so issued, or issuable upon conversion or exercise of such Derivative Securities, as applicable, being referred to as "Additional Shares of Common Stock") for consideration less than the then Market Price at the date of issuance of such shares of Common Stock or such Derivative Securities, in each such case the Conversion Price shall, concurrently with such issuance, be adjusted by multiplying the Conversion Price immediately prior to such event by a fraction: (i) the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to the issuance of such Additional Shares of Common Stock plus the number of shares of Common Stock that the aggregate consideration received by the Company for the total number of such Additional Shares of Common Stock so issued would purchase at the Market Price and (ii) the denominator of which shall be the number of shares of Common Stock outstanding immediately prior to the issuance of Additional Shares of Common Stock plus the number of such Additional Shares of Common Stock so issued or sold.

  • Purchase Price; Allocation of Purchase Price (a) Subject to the terms and conditions of this Agreement, the purchase price for the Interests and the Purchased Assets (other than the Specified OUS Assets) (such amount, the “Purchase Price”) is payable as follows:

  • Cash Purchase Price The term "Cash Purchase Price" shall have the meaning set forth in Section 2.3(a).

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