Calculation of the Purchase Price Sample Clauses
The "Calculation of the Purchase Price" clause defines the method and criteria for determining the final amount to be paid by the buyer to the seller in a transaction. Typically, this clause outlines the components included in the purchase price, such as adjustments for working capital, assumed liabilities, or earn-outs, and may specify the timing and process for any post-closing adjustments. Its core practical function is to ensure both parties have a clear, agreed-upon formula for calculating the purchase price, thereby reducing the risk of disputes and misunderstandings regarding payment obligations.
Calculation of the Purchase Price. The sellers are to receive a mixture of cash now, cash if future forecasts are met, and shares in the buyer company. You should take advice from your accountant as to how to treat these items for ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ . The words “if it becomes due” should be left in place to assist the Sellers discussions with Revenue and Customs as to ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ .
Calculation of the Purchase Price. 4.1. The Purchase Price is the total of:
4.1.1 the sum of £ [■ ■ ■ ■ ] ( ■ ■ ■ ■ “ ■ ■ ■ ■ ”) ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ;
4.1.2 the sum of £ [amount], payable by the ■ ■ ■ ■ ■ ■ ■ ■ [ ■ ■ ■ ■ ] ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ [ ■ ■ ■ ■ ■ ■ ■ ■ - ■ ■ ■ ■ ■ ■ ■ ■ ], ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ;
4.2. The Additional Price shall be calculated ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ [ 6 ] ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ .
4.3. The Sellers shall share ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ .
Calculation of the Purchase Price. The aggregate purchase price to be paid by Buyer as consideration for all of the Purchased Securities shall equal FIFTY THOUSAND DOLLARS ($50,000.00 US) (the “Purchase Price”).
Calculation of the Purchase Price. (a) For purposes of the Adjusted Book Value (as well as the Closing Date ABV), the value of the Servicing Rights shall be equal to that amount determined by multiplying (x) the Pricing Percentage, by (y) the UPB as of the earlier to occur of (1) the Closing, or (2) the date that is 90 days following the Asset Closing (the “MSR Valuation”), which amount shall be final and binding on the Parties for all purposes.
(b) At least two (2) Business Days prior to the Closing Date, Seller shall prepare and deliver to Buyer a report (the “Pre-Closing Statement”), certified as to completeness and accuracy by Seller, showing a reasonably detailed, good faith calculation of Adjusted Book Value as of the Closing Date, which calculation shall include the MSR Valuation, and all applicable documentation substantiating such calculation (the “Pre-Closing Seller ABV Calculation”). The Pre-Closing Seller ABV Calculation shall be calculated (i) in accordance with US GAAP applied in a manner consistent with the Company Audited Financial Statements as of and for the period ended December 31, 2013, as consistent with the sample calculation of Adjusted Book Value attached hereto as Annex I and (ii) using a fixed loan loss reserve amount equal to the Loan Loss Reserve. From and after receipt of the Pre-Closing Statement and related documentation, upon Buyer’s reasonable request, the Seller, the Company and their respective Representatives shall in good faith discuss with Buyer and its Representatives the Pre-Closing Seller ABV Calculation, the calculation thereof and the related documentation, and Seller shall provide Buyer and its Representatives with reasonable access during normal business hours to the relevant books and records of the Business, the relevant personnel of, and the work papers (including historical financial information) prepared by or in the possession of, Seller and/or its Representatives to the extent that they relate to the calculation of the Pre-Closing Seller ABV Calculation. Seller and Buyer shall work together in good faith to agree on the Pre-Closing Seller ABV Calculation prior to the Closing, provided, however, that (i) the failure to agree on such amount shall not delay or otherwise prevent the Closing and, to the extent of any unresolved dispute, the Pre-Closing Seller ABV Calculation shall prevail for purposes of determining the Closing Date Payment and (ii) the final Closing Date ABV shall be determined in accordance with Section 2.3(d) below.
(c) As ...
Calculation of the Purchase Price. 4.1. The Purchase Price is:
4.1.1 the sum of Rs [■ ■ ■ ■ ] ( ■ ■ ■ ■ “ ■ ■ ■ ■ ”) ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ;
4.1 2 the sum of Rs [amount], payable by ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ [ ■ ■ ■ ■ ■ ■ ], ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ;
4.2. The Sellers shall share ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ .
Calculation of the Purchase Price. 5.1 The total consideration for the sale of the Farnell Volume Business shall be US$300,000,000 as adjusted in accordance with the three adjustments set out in this clause 5. This US$300,000,000 amount shall be called "the Basic Purchase Price" and shall be paid in accordance with clause 7.
5.2 In order to make the required adjustments to the Basic Purchase Price, the December Statements and the Local Completion Statements shall be prepared in accordance with clause 6.
5.3 The first adjustment to the Basic Purchase Price shall be made by reference to the Consolidated Net Operating Asset Statement. To the extent the total figure in the Consolidated Net Operating Asset Statement is more than (pound sterling)80,700,000, the Basic Purchase Price shall be increased by that amount. To the extent the total figure in the Consolidated Net Operating Asset Statement is less than (pound)80,700,000, the Basic Purchase Price shall be decreased by that amount. This amount shall be called the "Net Asset Adjustment" and shall be paid in accordance with clause 7.
5.4 The second adjustment to the Basic Purchase Price shall be made by reference to the Local Retained Asset Statements. Each Local Retained Asset Value as shown in the Local Retained Asset Statement shall be converted into sterling in accordance with clause 6.1 and the various sterling amounts for all the Companies and Businesses shall be aggregated. If this aggregate amount is positive, the Basic Purchase Price shall be increased by that amount. If this amount is negative, the Basic Purchase Price shall be decreased by that amount. This amount shall be called the "Retained Asset Adjustment" and shall be paid in accordance with clause 7.
5.5 The third adjustment to the Basic Purchase Price shall be made as follows: Each Local Completion Value as shown in the Local Completion Statement shall be converted into sterling in accordance with clause 6.1 and the various sterling amounts for all the Companies and Businesses shall be aggregated. If this aggregate amount is positive, the Basic Purchase Price shall be increased by that amount. If this amount is negative, the Basic Purchase Price shall be decreased by that amount. This amount shall be called the "Completion Adjustment" and shall be paid in accordance with clause 7.
5.6 The total consideration shall be allocated between the various Companies, Businesses and Loans in accordance with clause 8.
Calculation of the Purchase Price. The Purchase Price with respect to the Servicing Rights shall be an amount equal to (i) the Aggregate Outstanding Principal Balance as of December 31, 2000 after deducting the amount of the Outstanding Principal Balance of Mortgage Loans that, as of December 31, 2000, are (a) ninety (90) days or more delinquent; (b) currently the subject of Legal Claims (other than bankruptcy proceedings); (c) in bankruptcy and as to which the Borrower has not made the last 2 our of 3 payments due preceding the Cut-Off Date; and (d) a Mortgage Loan in Foreclosure; multiplied by (ii) the Purchase Price Percentage.
Calculation of the Purchase Price. (a) Subject to Section 9, the purchase price for all of the Purchased Shares (the “Purchase Price”) shall be an amount equal to the sum of:
(i) the Closing Date Payment Amount; and
(ii) the Earn-out Payments.
(b) The consideration (as may be adjusted solely in accordance with this Agreement) payable by the Purchaser pursuant to this Agreement at the Closing (the “Closing Date Payment Amount”) shall be equal to the sum of the following:
(i) €26,000,000;
(ii) less, the amount, if any, by which the Estimated Indebtedness is greater than Target Indebtedness;
(iii) less, the Estimated Transaction Expenses;
(iv) less, the Net Working Capital Adjustment Amount;
(v) plus, the Debt/NWC Adjustment Amount; and
(vi) less, the Earn-out Amounts.
Calculation of the Purchase Price. Subject to Section 3.04, the Purchase Price with respect to the Servicing Rights for each Pool shall be calculated as a percentage, determined by reference to the Purchase Price Schedule attached hereto as Exhibit A, multiplied by the aggregate principal balance of such Pool on the applicable Sale Date. The Purchase Price percentages, as listed in Exhibit A, Purchase Price Schedule, are in effect for a six (6) month period commencing November 1997. All Mortgage Loans, the Servicing Rights to which are transferred under this Agreement, shall not be more than thirty (30) days past due in litigation, foreclosure or bankruptcy as of the Sale Date. Payments of scheduled principal and interest prepaid for a due date beyond the Sale Date shall not be applied to the principal balance as of such date. Seller shall refund to the Purchaser the Purchase Price for any Mortgage Loans which pay off within ninety (90) days of the Sale Date if refinanced by Seller.
Calculation of the Purchase Price. Not less than three (3) Business Days prior to the Closing Date, the Seller Representative shall deliver to the Purchaser a statement setting forth the Seller Representative’s good faith estimate of each of the Closing Net Debt (the “Estimated Closing Net Debt”), the Closing Net Deferred Revenue (the “Estimated Closing Net Deferred Revenue”) and the Closing Working Capital (the “Estimated Closing Working Capital”), in each case prepared using the accounting policies, principles and methodologies set forth in Exhibit 1.01(a), Exhibit 1.01(b) and Exhibit 1.01(d), respectively (such statement, the “Estimated Closing Statement”). The Estimated Closing Statement shall contain only the line items set forth in Exhibit 1.01(a), Exhibit 1.01(b) and Exhibit 1.01(d). The Purchaser shall have an opportunity to review the Estimated Closing Statement, and the Seller Representative shall cooperate with the Purchaser in good faith to agree upon the Estimated Closing Statement in the event the Purchaser disputes any item set forth therein; provided that in the event any such dispute is not resolved prior to the Closing, the Estimated Closing Statement shall be definitive in respect of any such disputed items for purposes of calculating the Purchase Price.