ADJUSTMENT OF NEW VEHICLE AND DEMONSTRATOR PURCHASE PRICE Clause Samples

The "Adjustment of New Vehicle and Demonstrator Purchase Price" clause defines how and when the agreed purchase price for new vehicles or demonstrator models may be modified after the initial agreement. Typically, this clause allows for price changes in response to factors such as manufacturer price increases, changes in taxes or duties, or fluctuations in currency exchange rates that occur before delivery. For example, if the manufacturer raises the wholesale price or a new tax is imposed, the final purchase price may be adjusted accordingly. The core function of this clause is to allocate the risk of price changes between the buyer and seller, ensuring that unforeseen cost increases or decreases are fairly addressed after the contract is signed but before the vehicle is delivered.
ADJUSTMENT OF NEW VEHICLE AND DEMONSTRATOR PURCHASE PRICE. The purchase price paid for each New Vehicle and each Demonstrator purchased under this Article III shall be: (a) increased by the dealer cost of any equipment and accessories which have been installed in such vehicles; and (b) decreased by (i) the dealer cost of any equipment and accessories which have been removed from such vehicles, (ii) all paid or unpaid rebates, discounts, holdback for dealer account and other factory incentives to the extent not already deducted from dealer cost (including without limitation rebates applied for and paid but not earned, incentive monies claimed on pre-reported units and carryover allowances on 1998 models), and (iii) refundable advertising allowances, if any.
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ADJUSTMENT OF NEW VEHICLE AND DEMONSTRATOR PURCHASE PRICE. The purchase price paid for each New Vehicle and each Demonstrator purchased under this Article III shall be: (a) increased by the dealer cost of any equipment and accessories which have been installed in such vehicle; and (b) decreased by the sum of (i) the dealer cost of any equipment and accessories which have been removed from such vehicle, (ii) if such vehicle shall have been in inventory for less than thirty (30) days as of the Closing Date, any factory floor plan assistance and advertising credits relative to such vehicle, and (iii) all paid or unpaid rebates, discounts, holdback for dealer account and other factory incentives (including without limitation rebates applied for and paid but not earned and incentive monies claimed on pre-reported units). Notwithstanding clause (ii) above, in the event that the amount of advertising funds which are held by the Manufacturer and are transferable to the Buyer exceed the amount of the advertising credits taken by the Buyer in clause (ii) above, then the purchase price paid for each New Vehicle and Demonstrator purchased under this Article III shall be increased by the sum of (A) one hundred percent (100%) of such excess advertising funds which are withheld by the Manufacturer relative to such vehicle and (B) fifty percent (50%) of such excess advertising funds which are matched by the Manufacturer relative to such vehicle .
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ADJUSTMENT OF NEW VEHICLE AND DEMONSTRATOR PURCHASE PRICE. (a) The --------------------------------------------------------- purchase price paid for each New Vehicle and each Demonstrator purchased under this Article III shall be: (i) increased by the dealer cost of any equipment and accessories which have been installed in such vehicles in the ordinary course of business; and (ii) decreased by the sum of (A) the dealer cost of any equipment --------- and accessories which have been removed from such vehicles, (B) [***] of any factory floor plan assistance relative to such vehicles, (C) all paid or unpaid rebates, discounts, holdback for dealer account and other factory incentives (including without limitation rebates applied for and paid but not earned and incentive monies claimed on pre-reported units), and (D) refundable advertising allowances, if any. (b) Notwithstanding anything herein to the contrary, the Buyer shall have no obligation hereunder and under the Stock Purchase Agreement dated the date hereof with respect to the purchase of the stock of ▇▇▇▇▇▇ Cadillac, Inc. (Detroit) and ▇▇▇▇▇▇ Cadillac, Inc. (Dallas) (the "▇▇▇▇▇▇ Stock Purchase --------------------- Agreement") to purchase an aggregate amount of New Vehicles or Demonstrators --------- exceeding (i) [***] 2001 model year Cadillacs, (ii) [***] 2001 model year cars of models (other than Cadillac) manufactured by General Motors Corporation, (iii) [***] 2001 model year cars manufactured by American Honda Motor Co., Inc., (iv) [***] 2001 model year cars manufactured by Saab Cars USA Inc., and each such excess vehicle (collectively, the "Excess Vehicles") shall be deemed to be --------------- "used" rather than a "Demonstrator" or a "New Vehicle".
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ADJUSTMENT OF NEW VEHICLE AND DEMONSTRATOR PURCHASE PRICE. The purchase price paid for each New Vehicle and each Demonstrator purchased under this Article III shall be: (a) increased by the dealer cost of any equipment and accessories which have been installed in such vehicle; and (b) decreased by the sum of (i) the dealer cost of any equipment and accessories which have been removed from such vehicle, (ii) if such vehicle shall have been in inventory for less than thirty (30) days as of the Closing Date, any factory floor plan assistance and advertising credits relative to such vehicle, and (iii) all paid or unpaid rebates, discounts, holdback for dealer account and other factory incentives (including without limitation rebates applied for and paid but not earned and incentive monies claimed on pre-reported units).
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ADJUSTMENT OF NEW VEHICLE AND DEMONSTRATOR PURCHASE PRICE. The purchase price paid for each New Vehicle and each Demonstrator purchased under this Article III shall be: (a) increased by the dealer cost (parts and labor) of any equipment and accessories which have been installed by Seller; and (b) decreased by (i) the dealer cost (parts and labor) of any equipment and accessories which have been removed from such vehicles, and (ii) all paid or unpaid rebates, discounts, holdback for dealer account and other factory incentives (including without limitation rebates applied for and paid but not earned, incentive monies claimed on pre-reported units and carryover allowances on 1998 models), and (iii) all refundable advertising allowances, if any. Seller shall be entitled to retain all such rebates, discounts, holdback, factory inventories, carryovers refundable advertising allowances, and incentive monies claimed on pre-reported units and carryovers.
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Related to ADJUSTMENT OF NEW VEHICLE AND DEMONSTRATOR PURCHASE PRICE

  • Payment of Receivables Purchase Price In consideration of the sale of the Receivables from the Seller to the Purchaser as provided in Section 2.1, on the Closing Date the Purchaser shall have paid to the Seller the Receivables Purchase Price.

  • Adjustment to Purchase Price (a) The Closing Payment shall be increased by the parties' good faith estimate of the Current Assets of Seller and decreased by the parties' good faith estimate of the Current Liabilities of Seller as of the Closing Date (the "Closing Adjustment"), which adjustment shall be subject to final adjustment as provided for in paragraph (c) below. (b) No later than sixty (60) days after the Closing Date, or within three (3) days after receipt of the necessary accounting data from the NRTC Central Billing System, whichever is later, Purchaser shall make and deliver to Seller a balance sheet reflecting the Current Assets and Current Liabilities of Seller as of the Closing Date (the "Closing Date Balance Sheet"), prepared on a basis consistent with GAAP. For purposes of the Closing Adjustment and the Final Closing Adjustment (as hereinafter defined), the amount of Accounts Receivable of Seller to be included in the Closing Date Balance Sheet shall include only Accounts Receivable of Subscribers as reflected on Report 18A (Subscriber Accounts Receivable Aging By Account) of the NRTC Central Billing System Reports less a reserve of six percent (6%) for Accounts Receivable which are not collectible. In addition, the Closing Date Balance Sheet and the Final Closing Adjustment shall not include as a Current Asset any accounts receivable arising from Leased Subscriber Equipment. Purchaser may, by providing Seller with written notice at least five (5) days prior to the Closing, elect to purchase all, or certain of, the DSS(TM) subscriber equipment owned by Seller (other than Leased Subscriber Equipment) on the Closing Date; provided, however, Purchaser shall not have the right to acquire any assets attributable to Seller's Electric Business. Any such equipment which is purchased by Purchaser shall be included as Inventory in the Closing Date Balance Sheet. Except as set forth in this Section 4.4(b), no other assets or liabilities shall be included in the Closing Date Balance Sheet. Seller shall make available to Purchaser such documentation, back-up, invoices, and books and records of Seller as Purchaser may reasonably request. (c) Seller and Purchaser shall negotiate in good faith to reconcile any discrepancies which may arise in connection with the determination of the Closing Date Balance Sheet. If Seller and Purchaser are unable to reconcile such discrepancies, Seller shall have fifteen (15) days from presentment of the Closing Date Balance Sheet by Purchaser to notify Purchaser if Seller wishes to have Purchaser's determination examined. If Seller elects to have Purchaser's determination examined, it shall be submitted to the determination in Atlanta, Georgia, by the Certified Public Accounting firm of KMPG Peat Marwick (or any other independent Certified Public Accounting firm mutually acceptable to Seller and Purchaser), the cost of such examination to be paid fifty percent (50%) by Seller and fifty percent (50%) by Purchaser. The determination by Purchaser shall be final and binding on the parties unless Seller elects to have an examination as provided herein, in which case the results of the examination shall be made within thirty (30) days of such referral, and shall be final and binding on the parties (the "Final Closing Adjustment"). (d) To the extent the Final Closing Adjustment is less than the Closing Adjustment, Seller shall pay the difference in cash to Purchaser within five (5) days after the final determination. In the event the Final Closing Adjustment is greater than the Closing Adjustment, Purchaser shall pay such excess in cash to Seller within five (5) days after the final determination. If, following any payment pursuant to this Section 4.4(d), an error (in billing or reporting by NRTC or otherwise) is thereafter discovered which would have affected the Final Closing Adjustment, the party in whose favor the error was made shall immediately pay in cash the amount of such error to the other party.

  • Reduction in Purchase Price Anything in this Section 11 to the contrary notwithstanding, the Company shall be entitled to make such reductions in the Purchase Price, in addition to those adjustments expressly required by this Section 11, as and to the extent that it in its sole discretion shall determine to be advisable in order that any consolidation or subdivision of the Preferred Shares, issuance wholly for cash of any of the Preferred Shares at less than the current market price, issuance wholly for cash of Preferred Shares or securities which by their terms are convertible into or exchangeable for Preferred Shares, dividends on Preferred Shares payable in Preferred Shares or issuance of rights, options or warrants referred to hereinabove in this Section 11, hereafter made by the Company to holders of its Preferred Shares shall not be taxable to such stockholders.

  • Adjustments to Purchase Price (a) For purposes of determining the amounts of the adjustments to the Purchase Price provided for in this Section 2.4, the principles set forth in this Section 2.4(a) shall apply. Buyer shall be entitled to all production of Hydrocarbons from or attributable to the Units, Leases, and ▇▇▇▇▇ at and after the Effective Time (and all products and proceeds attributable thereto), and to all other income, proceeds, receipts and credits earned with respect to the Assets at or after the Effective Time, and shall be responsible for (and entitled to any refunds with respect to) all Operating Expenses incurred at and after the Effective Time. SM Energy shall be entitled to all Hydrocarbon production from or attributable to Units, Leases and ▇▇▇▇▇ prior to the Effective Time (and all products and proceeds attributable thereto), and to all other income, proceeds, receipts and credits earned with respect to the Assets prior to the Effective Time, and shall be responsible for (and entitled to any refunds with respect to) all Operating Expenses incurred prior to the Effective Time. “Earned” and “incurred”, as used in the Agreement shall be interpreted in accordance with GAAP and Council of Petroleum Accountants Society standards, except as otherwise specified herein. For purposes of allocating production (and proceeds and accounts receivable with respect thereto), under this Section 2.4, (i) liquid Hydrocarbons shall be deemed to be “from or attributable to” the Units, Leases and ▇▇▇▇▇ when they pass through the pipeline connecting into the storage facilities into which they are run and (ii) gaseous Hydrocarbons shall be deemed to be “from or attributable to” the Units, Leases and ▇▇▇▇▇ when they pass through the royalty measurement meters, delivery point sales meters or custody transfer meters on the gathering lines or pipelines through which they are transported (whichever meter is closest to the well). SM Energy shall utilize reasonable interpolative procedures, consistent with industry practice, to arrive at an allocation of production when exact meter readings or gauging and strapping data are not available. As part of the Preliminary Settlement Statement, Buyer shall provide to SM Energy such data as is reasonably necessary to support any estimated allocation, for purposes of establishing the Closing Amount.

  • Base Purchase Price Buyer agrees to pay for the Assets the total sum of Thirty Million and No/100 Dollars ($30,000,000.00) (“Base Purchase Price”) to be paid by direct bank deposit or wire transfer in same day funds at the Closing, subject only to the price adjustments set forth in this Agreement.