Aggregate Purchase Price Clause Samples

Aggregate Purchase Price. The aggregate purchase price (the "AGGREGATE PURCHASE PRICE") to be paid for the Assets shall consist of the sum of (i) Thirteen Million Seven Hundred Fifty Thousand Dollars ($13,750,000), as the purchase price for the Business and the intangible assets included in the Assets (the "BUSINESS AND INTANGIBLE ASSETS PURCHASE PRICE"); (ii) the New Vehicle Purchase Price (as defined in Section 3.1); (iii) the Demonstrator Purchase Price (as defined in Section 3.2); (iv) the Used Vehicle Purchase Price (as defined in Section 3.5); (v) the Parts Purchase Price (as defined in Section 4.4); (vi) the Miscellaneous Inventories Purchase Price (as defined in Section 5.1); (vii) the Work in Progress Purchase Price (as defined in Section 5.3); and (viii) the Fixtures and Equipment Purchase Price (as defined in Section 5.4). The parties acknowledge that the New Vehicle Purchase Price, the Parts Purchase Price, the Miscellaneous Inventories Purchase Price and the Work in Progress Purchase Price will be based upon information contained in Schedule 3.1 and the Inventory (as defined in Section 4.1), both of which are to be completed and delivered prior to the Closing Date. The parties also acknowledge that adjustments to those categories of Assets will have to be made after the Closing to reflect ordinary course increases or decreases in those assets between the time of delivery of such Schedule 3.1 and the Inventory and the Closing Date, and that the related components of the Aggregate Purchase Price will have to be adjusted to reflect any such adjustments to those Assets. All of the foregoing adjustments (with appropriate payments by the parties) will be made as promptly as possible after the Closing, the parties hereby agreeing to cooperate with each other in making such adjustments. Each party will use the Aggregate Purchase Price and Liabilities allocation described in Schedule 2.2 hereto in all reporting to, and all tax returns filed with, the Internal Revenue Service and other state and local taxing authorities. The Seller and the Buyer will execute and deliver to each other at Closing a declaration under Section 1060 of the Internal Revenue Code of 1986, as amended (the "CODE"), in the form set forth in the regulations promulgated thereunder, which declaration shall reflect the allocation on Schedule 2.2.

Aggregate Purchase Price. The Subscription Agent shall have delivered to the Company the aggregate purchase price of $355,000,000 for the Common Shares and Preferred Shares issued in accordance with this Agreement and the Rights Offering.

Aggregate Purchase Price. Subject to Section 2.2 below, the aggregate purchase price for the Assets (the “Purchase Price”) is $45,000,000.

Aggregate Purchase Price. The aggregate purchase price (the “Purchase Price”) for the Assets is Twenty-Seven Million Four Hundred Thousand Dollars ($27,400,000), plus an amount equal to the sum of the following: (a) The value of the propane gas inventories of the Business located in Seller’s bulk storage tanks and trucks on the Closing Date, with the amount of such inventory to be based upon a reading from the sight gauge located on such bulk storage tanks and trucks taken jointly by a representative of Buyer and a representative of Seller on the Closing Date, and the value of such inventory to be based upon the lesser of (i) the historical cost of such inventory computed on the same basis as reflected on Seller’s books and records, and (ii) Exxon’s posted price at Apex plus eight cents ($0.08) on the Closing Date; (b) The value of the parts, supplies and appliances inventories of the Business on the Closing Date that are usable and saleable in the ordinary course of the Business of Seller, with the amount of such inventory to be based upon a physical inventory taken jointly by a representative of Buyer and a representative of Seller on or as soon after the Closing Date as practicable, but in any event within fifteen (15) days after the Closing Date, and the value of such inventory to be based upon the actual cost as reflected on Seller’s books and records; and (c) The amount of the billed and billable accounts receivable arising from the Business of Seller and owned by Seller as of the Closing Date, reduced according to the discount formula set forth on Schedule 3.1 hereto (the “Accounts Receivable”); minus an amount equal to the sum of the following: (x) An amount equal to the sum of the customer deposits given to Seller and net customer budget payment account credits (after taking into account customer budget payment account debits) of the Business held by Seller on the Closing Date (the “Customer Deposits”) as determined by Buyer and Seller from the books and records of Seller on or as soon after the Closing Date as practicable, but in any event within thirty-five (35) days after the Closing Date; and (y) An amount equal to the property and ad valorem taxes (including personal property and inventory) with respect to the Assets that are required to be paid by Buyer subsequent to the Closing Date, which taxes relate, in whole or in part, to periods prior to the Closing Date. In the event the amount of any property or ad valorem tax cannot be ascertained as of thirty-five (35) day...

Aggregate Purchase Price. 1 Agreements................................................................ 3

Aggregate Purchase Price. The aggregate cash consideration to be paid by Purchaser to Seller for the Transferred Rights is equal to the product of (a) the Purchase Rate, multiplied by (b) the Claim Amount (the product being the “Aggregate Purchase Price”), subject to adjustment pursuant to Section 6.

Aggregate Purchase Price. The term, “Aggregate Purchase Price,” means an amount equal to the sum of:

Aggregate Purchase Price. The Backstop Parties shall have delivered to the Company, as the total aggregate purchase price for the Unsubscribed Shares, an amount of readily available (same day) funds denominated in United States Dollars equal to the product obtained by multiplying (A) the Purchase Price (as it may be adjusted in accordance with the terms hereof) and (B) the number of Unsubscribed Shares (as it may be adjusted in accordance with the terms hereof).

Aggregate Purchase Price. The aggregate purchase price payable by the Purchaser to the Vendor for the Purchased Assets shall be the sum of $59,994,000 and the amount of the Assumed Liabilities, such sum being the fair market value thereof on the date hereof (the "Purchase Price").