Closing Purchase Price Clause Samples
The Closing Purchase Price clause defines the final amount that the buyer must pay to the seller at the closing of a transaction. This clause typically outlines how the purchase price is calculated, including any adjustments for factors such as working capital, debt, or inventory levels as of the closing date. By specifying the exact amount and the method for determining it, the clause ensures both parties have a clear understanding of the financial terms at the point of closing, thereby reducing the risk of disputes and facilitating a smooth transfer of ownership.
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Closing Purchase Price. (a) The closing (the “Closing”) of the purchase and sale of the Transferred Assets and the assumption of the Assumed Liabilities shall be held at the offices of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇., ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, at 6:00 a.m., San Francisco time on the third business day after and excluding the date on which the conditions to Closing set forth in Article VIII hereof (other than those conditions which by their nature are to be satisfied concurrently with the Closing) shall have been satisfied or waived or at such other place, time and date as agreed in writing by Purchaser and the Seller. The date on which the Closing shall occur is hereinafter referred to as the “Closing Date.” The Closing shall be deemed to occur as of the close of business on the Closing Date.
(b) In consideration of the transfer of the Transferred Assets to Purchaser, and in reliance on the representations and warranties of Seller and the Canadian Subsidiary contained in this Agreement, at the Closing, Purchaser shall (i) pay Seller and the Canadian Subsidiary the aggregate amount of Eighty-Two Million Dollars ($82,000,000), which amount shall be adjusted as provided in this Section 2.4, Section 2.8 and Section 2.12(a), in cash (the “Cash Consideration”) by wire transfer of immediately available funds to an account or accounts designated in writing by Seller no later than one business day prior to Closing and (ii) assume the Assumed Liabilities.
(c) All expenses and other liabilities arising from the North America Business up until the close of business on the Closing Date, including assessments levied against the Transferred Assets, salesperson advances, property and equipment rentals, amounts owing under the Canadian Lease, sales taxes, applicable copyright or other fees, sales and service charges, and similar prepaid and deferred items shall be prorated between Purchaser, on the one hand, and Seller and the Canadian Subsidiary, on the other hand, in accordance with the principle that Seller and its Affiliates shall be responsible for all expenses, costs and liabilities allocable to the conduct of the North America Business for the period prior to the close of business on the Closing Date, and Purchaser shall be responsible for all expenses, costs and liabilities allocable to the conduct of the North America Business for the period after the close of business on the Closing Date; provided that, Seller and its Affiliates shall be solely responsible for...
Closing Purchase Price. The closing of the Transactions (the "Closing") shall take place at Saul, Ewing, ▇▇▇▇▇▇ & ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, at 10:00 a.m., local time, on the later of (a) October 31, 1997 and (b) the first business day after ten (10) days following the date all authorizations, consents, waivers, orders and approvals (and, in the case of Section 6.2(d), modifications) required to be obtained pursuant to the provisions of Section 6.1(a) and 6.2(d) have been obtained, or such other date, prior to the Termination Date, as the parties may agree (the "Closing Date"). At the Closing, each of the parties shall deliver such warranty deeds, bills of sale, assignments, assumptions of liabilities, opinions and other instruments and documents as are described in this Agreement or as may be otherwise reasonably requested by the parties and their respective counsel. The purchase price for the Seller Assets and the Seller Business (the "Purchase Price") shall be an amount equal to $70,250,000, subject to adjustment as provided in Section 2.2(d) plus an amount equal to the Prepaid Expenses and minus an amount equal to the sum of (a) the Seller Nonassumed Obligations, if any, which ATS agrees to assume, and (b)
Closing Purchase Price. (a) Upon the terms and subject to the conditions of this Agreement, at the Closing, the Seller shall sell, transfer, assign and convey to the Buyer, and the Buyer shall purchase, acquire and accept from the Seller, free and clear of all Liens (other than Permitted Liens), all of the Seller’s right, title and interest in and to the Purchased Royalty. The purchase price to be paid at the Closing to the Seller for the sale, transfer, assignment and conveyance of the Seller’s right, title and interest in and to the Purchased Royalty to the Buyer is the Initial Purchase Price. At the Closing, the Buyer shall pay the Seller the Initial Purchase Price by wire transfer of immediately available funds to one or more accounts specified by the Seller on Exhibit A.
(b) Following the Closing, upon the occurrence of each of the following events (each a “Payment Triggering Event”), the Buyer shall make a cash payment (each an “Additional Purchase Price Payment”) to the Seller in the amount corresponding to such Payment Triggering Event: 1 [***] $[***] 2 [***] $[***] 3 [***] $[***] 4 [***] [***] 5 [***] $[***] 6 [***] $[***] 7 [***] $[***] 8 [***] $[***] 9 [***] $[***]
(c) The Seller hereby agrees and acknowledges that: (i) the Additional Purchase Price Payments are contingent payment obligations of the Buyer and there can be no assurance regarding the occurrence of any of the Payment Triggering Events; and (ii) the Buyer shall have no obligation or liability with respect to any Additional Purchase Price Payment unless and until the corresponding Payment Triggering Event has occurred. Any Additional Purchase Price Payment owed to the Seller by the Buyer in accordance with Section 2.1(b) shall be paid to the Seller by wire transfer of immediately available funds to the account(s) specified by the Seller on Exhibit A (or such other account(s) as specified by the Seller in a writing delivered to the Buyer in accordance with Section 10.1) within [***] ([***]) Business Days following the occurrence of a Payment Triggering Event; provided that with respect to Payment Triggering Event #4, such payment shall be made within [***] ([***]) Business Days after Buyer’s receipt of the Purchased Royalties attributable to Net Sales that occur within the twelfth calendar quarter ending after the First Commercial Sale). For clarity, only one Additional Purchase Price Payment shall be due hereunder with respect to each Payment Triggering Event; no Additional Purchase Price Payment shall be p...
Closing Purchase Price. Buyer shall have delivered the Closing Purchase Price in accordance with Section 2.5.
Closing Purchase Price. (i) As soon as practicable after the execution and delivery of this Agreement by the Contract Parties, but in no event later than five (5) days prior to the Closing Date, the Seller shall cause a consolidated divisional balance sheet for the Companies as at December 31, 1999 to be prepared in accordance with GAAP, applying the accounting policies and methods set forth on Annex III, shall cause such balance sheet to be audited by the Seller's Auditors pursuant to a special audit procedure relating to such balance sheet and shall cause such audited balance sheet to be delivered to the Seller, together with a report of the Seller's Auditors with respect thereto, which report shall be unqualified except to the extent of any customary limitations stated therein in connection with the limited scope of such special audit procedure (such audited balance sheet and auditors' report being referred to herein collectively as the "AUDITED BALANCE SHEET"). The Seller shall cause the Audited Balance Sheet to be delivered to the Buyer within one (1) Business Day after the Seller's receipt thereof. By no later than two (2) Business Days prior to the Closing Date, the Seller shall deliver to the Buyer a statement (which may include accruals for amounts not yet incurred) setting forth the nature and amount of each Pre-Closing Seller Cost (the "PRE-CLOSING SELLER COST STATEMENT").
(ii) At the Closing, the Base Purchase Price shall be adjusted on a dollar-for-dollar basis as follows: (A) if the amount of the Net Assets of the Companies as reflected on the Audited Balance Sheet exceeds the Net Assets Reference Amount, the Base Purchase Price shall be increased by the amount of such excess, and if the Net Assets Reference Amount exceeds the amount of the Net Assets of the Companies as reflected on the Audited Balance Sheet, the Base Purchase Price shall be reduced by the amount of such excess, and (B) the Base Purchase Price as adjusted pursuant to clause (A) above shall be increased by the aggregate amount of the Pre-Closing Seller Costs set forth on the Pre-Closing Seller Cost Statement.
Closing Purchase Price. 5 2.1 Closing Date and Place................................................................... 5 2.2
Closing Purchase Price. Seller Representative shall prepare and deliver to Buyer a settlement statement (the “Closing Date Statement”) no later than three Business Days prior to Closing which shall set forth the Purchase Price, each adjustment Sellers propose to be made to the Purchase Price pursuant to Section 2.04, as applied at the Closing Date, each of which shall be calculated using the best information available as of the date or dates immediately preceding the Closing and using commercially reasonable efforts to accurately reflect the Purchase Price adjustments set forth in Section 2.04, and the resulting adjusted Closing Purchase Price, along with supporting documentation reasonably necessary to support Sellers’ calculations. The Closing Date Statement shall also include the wire transfer instructions for the account of Manager to which Buyer is to pay the Closing Purchase Price (less the Deposit) at Closing. Buyer shall have the right to review and comment on the Closing Date Statement prepared by Seller Representative; provided, Buyer delivers any comments to Seller Representative at least one Business Day prior to Closing, and any failure by Buyer to comment or object to the Closing Date Statement shall in no way limit, waive or preclude Buyer’s right to raise any comments or objections with respect to the Final Settlement Statement. After such review by Buyer, Seller Representative shall finalize the Closing Date Statement which shall be used to determine the Closing Purchase Price.
Closing Purchase Price. The closing of the Transactions (the ----------------------- "Closing") shall take place at Levinson, Miller, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, at 10:00 a.m., local time, on the date on or prior to June 30, 1997 which is five (5) business days after all of the conditions specified in Article 6 (other than those which are to be satisfied at the Closing) have been satisfied or waived in writing or such other date, prior to the Termination Date, as the parties may agree (the "Closing Date"). At the Closing, each of the parties shall deliver such bills of sale, assignments, assumptions of liabilities and other instruments and documents as are described in this Agreement or as may be otherwise reasonably requested by the parties and their respective counsel. The purchase price for the Meridian Assets and the Meridian Business (the
Closing Purchase Price. The Closing Purchase Price (the "Closing Purchase Price") shall be paid or delivered by Buyer at Closing in the following manner:
(a) Subject to adjustment pursuant to Section 3.4 hereof, Buyer shall deliver an amount not to exceed the difference between Seven Hundred Thousand Dollars ($700,000) and the outstanding Indebtedness (the "Cash Funds") in immediately available funds in the form of cash, cashier's check or wire transfer; and
(b) Buyer shall deliver 5,300,000 shares of newly issued shares of common stock, par value $2.00 per share, of Buyer (the "VDC Shares") in accordance with the provisions of Section 3.3; and
(c) Buyer shall satisfy of the Indebtedness.
Closing Purchase Price. Not less than three (3) Business Days prior to the anticipated Closing Date, Seller shall prepare and deliver to Purchaser a written statement (the “Estimated Closing Statement”) setting forth Seller’s good faith estimate of (a) Cash as of immediately prior to the Closing, (b) Indebtedness as of immediately prior to the Closing, (c) Net Working Capital as of the Benchmark Time, (d) Transaction Expenses as of immediately prior to the Closing and (e) the resulting calculation of the Purchase Price (such amount, the “Closing Purchase Price”), in the case of each of (a) through (e), prepared in accordance with this Agreement, including the Accounting Principles. During the period after delivery of the Estimated Closing Statement and prior to the Closing, Purchaser and its Representatives shall (i) be permitted reasonable access, during normal business hours and without undue interruption of the business of Seller and its Affiliates to review the Acquired Companies’ books and records (including work papers, schedules memoranda and other documents but excluding attorney-client privileged communications and books and records where access to such books and records is prohibited by applicable Legal Requirements) pertaining to or used in connection with the preparation of the Estimated Closing Statement. Seller shall consider in good faith any reasonable comments made by Purchaser in respect of the computations of set forth in the Estimated Closing Statement; provided that the failure of Seller to implement any comments made by Purchaser for any reason shall not delay or otherwise prevent the Closing, and, to the extent of any dispute regarding Purchaser’s comments, Seller’s computations shall be conclusive for purposes of determining the Closing Purchase Price, but shall be subject to adjustment, and the right of Purchaser to raise any objections thereto, after the Closing pursuant to Section 2.4.