Decreases in Purchase Price Sample Clauses

The "Decreases in Purchase Price" clause defines the circumstances under which the agreed purchase price for goods, services, or assets may be reduced after the initial agreement. Typically, this clause outlines specific triggers for a price decrease, such as the discovery of defects, failure to meet certain performance criteria, or changes in market conditions. By establishing clear guidelines for when and how the purchase price can be adjusted downward, the clause helps allocate risk between the parties and ensures fairness if the value of the subject matter is less than originally anticipated.
Decreases in Purchase Price. The Purchase Price shall be decreased by an amount equal to the sum of the following amounts: 4.2.1. the amount of all proceeds paid or to be paid to Seller, including proceeds from the sale of production, net of all applicable Taxes and royalties paid or to be paid by Seller, attributable to the Properties for periods of time after the Effective Time; 4.2.2. an amount equal to all ad valorem, property, and similar Taxes and assessments based upon or measured by ownership, relating to the Properties that are unpaid as of the Closing Date and attributable to periods of time prior to the Effective Time; 4.2.3. the amounts, if any, relating to (a) Casualty Losses pursuant to Section 17.1 or (b) Title Defect Removals under Section 11.4; 4.2.4. the amount, if any, by which the Uncured Title Defects Value exceeds five percent (5%) of the Purchase Price; and 4.2.5. any other amount provided for in this Agreement.
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Decreases in Purchase Price. In accordance with Article 14, the Purchase Price will be decreased by the following amounts (without duplication): 3.3.1 an amount equal to all costs and expenses, accounts payable, and other disbursements, including Property Taxes or Severance Taxes, that are unpaid as of the Closing Date and fairly attributable to the Purchased Interests for the period of time prior to the Effective Date; 3.3.2 the amount of all proceeds, receipts (including producing receipts, drilling receipts and construction overhead receipts), reimbursements, credits, and income paid to or received by Seller, including proceeds from the sale of Hydrocarbons, net of all applicable Property Taxes, Severance Taxes, and royalties paid by Seller, that are fairly attributable to the Purchased Interests for the period of time on or after the Effective Date; 3.3.3 the amount, if any, of Title Defect Values and Remediation Values (as defined below), as provided for in Sections 4.2 and 6.3, which have been removed from sale pursuant to this Agreement and not sold to Buyer at the Closing; 3.3.4 the amount, if any, of Casualty Losses pursuant to Section 9.4; 3.3.5 the Allocated Value of all Purchased Interests subject to preferential or other rights to purchase, or required consents from third parties pursuant to Article 5 or Schedule 7.3, which have been removed from sale pursuant to this Agreement and not sold to Buyer at the Closing; 3.3.6 the Allocated Value of any Purchased Interests other than those expressly referenced in this Section 3.3 that have been removed and not sold to Buyer at the Closing; 3.3.7 all royalties, overriding royalties, sliding scale royalties, shut-in royalties, rights to royalties in kind, or other interests in or to production of Hydrocarbons of any nature that, as of the Closing Date, have not been paid by Seller, including amounts being held in suspense by Seller as set forth on Schedule 7.10, for which Buyer assumes responsibility to pay same after the Closing; and 3.3.8 all Imbalances owed by Seller to a third party as of the Effective Time, for which Buyer assumes responsibility to pay same after the Closing.
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Decreases in Purchase Price. The Cash Purchase Price shall be decreased by an amount equal to the sum of the following amounts (without duplication): (a) the amount of all proceeds paid to Seller from the sale of production of (net of all applicable Burdens paid by Seller) and the amount of all other revenues received from Third Parties, in each case attributable to the Assets and earned during periods of time after the Effective Time, excluding all amounts paid to Seller as the operator by nonoperating interest owners under joint operating agreements and excluding the effects of all Hedge Contracts; (b) the aggregate amount of Purchase Price reductions related to any Agreed Title Defects or Disputed Title Defect Matters, in each case, as and to the extent provided pursuant to Article 8; (c) the aggregate amount of Purchase Price reductions related to any Environmental Defect Amount, as and to the extent provided pursuant to Article 9; (d) if Seller’s aggregate Imbalances of gas as of the Effective Time represent quantities due to Third Parties, the product of two Dollars and seventeen cents per Mcf ($2.17/Mcf) and the entire amount of such variance; (e) the amount of the Suspense Funds identified by Seller pursuant to Section 6.7; (f) the Allocated Value of the Assets excluded from the transactions contemplated by this Agreement, if any, pursuant to pursuant to Section 6.2(b), Section 6.8(c), Section 6.10(c), Section 8.9(c), or Section 9.2(d); (g) the amount of Asset Taxes allocated to Seller pursuant to the terms of this Agreement but paid or otherwise economically borne by Buyer (or any of its Affiliates); (h) the amount of any adjustments with respect to Casualty Losses as required pursuant to Section 8.9(b); and (i) any other amount provided for elsewhere in this Agreement or otherwise agreed upon in writing by Seller and Buyer. The Purchase Price, adjusted as set forth in this Section 3.3 and the preceding Section 3.2, shall be referred to as the “Adjusted Purchase Price.” For the avoidance of doubt, any adjustments to the Purchase Price described in this Agreement shall be made solely to the Cash Purchase Price portion of the Purchase Price. When available, actual figures will be used for the adjustment to the Purchase Price at the Closing. To the extent actual figures are not available, estimates prepared by the Seller will be used, subject to final adjustments in accordance with Section 3.8.
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Decreases in Purchase Price. On December __, 2005 a review ----------------------------- of the Seller Financial Statements shall be conducted by Buyer. The portion of the Purchase Price to be paid on that date shall be adjusted on a pro rata basis for each terminated or non-paying customer. For example, if customer X comprised 1% of the revenue of Seller on September __, 2005 and customer X is no longer a customer on December __, 2005 or is past due for more than 15 days; then the $150,000 payment due to Seller shall be reduced by 1%. This calculation shall be done on a customer by customer basis.
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Decreases in Purchase Price. As provided in this Section 2.5, the Base Purchase Price shall be decreased by the amount, if any, by which Target Base Working Capital is greater than Closing Date Working Capital.
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Decreases in Purchase Price. If the Company fails to --------------------- generate Pre-Tax Net Earnings After Compensation (as defined in Section 2.5, below) of at least $1,750,000 (the "Minimum Earnings Level"), in the aggregate, during any, four (collectively) of the first five Fiscal Quarters (as hereinafter defined) following the Closing, as designated by Stockholders (such period referred to as the "Initial Year"), then the Purchase Price shall be reduced pro rata, in an amount determined by multiplying $7,500,000 by a fraction, the numerator of which is the Earnings Deficiency (as defined in Section 2.5, below) for the Initial Year and the denominator of which is the Minimum Earnings Level (the "Purchase Price Reduction"). The Purchase Price Reduction shall be paid to Metro, at the election of the Shareholders, either through (I) the return of such number of the Metro Stock as is equivalent to the amount determined by multiplying 1,000,000 by a fraction, the numerator of which is the Earnings Deficiency for the Initial Year and the denominator of which is the Minimum Earnings Level, or (ii) in cash. Each Stockholder shall have the individual option to pay to the Company cash in an amount equal to the value of his pro rata share of the Earnings Deficiency, rather than returning a portion of the Metro Stock as aforesaid. Such election shall be made by the Stockholders within four (4) months following the last day of the Initial Year by delivering to Metro written notice of such election (the "Deficiency Election").
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Related to Decreases in Purchase Price

  • 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.

  • 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.

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

  • Purchase Price Adjustment (a) If, for the twelve (12)-month period ended December 31, 2010 (the “Adjustment Period”): (i) The EBITDA of the Nordic Business is less than $108,000,000 (the “EBITDA Floor”), Seller shall pay to Buyer as provided in Section 2.5(c)(iv) an amount equal to the excess of the EBITDA Floor over the EBITDA of the Nordic Business for the Adjustment Period; or (ii) The EBITDA of the Nordic Business is greater than $118,000,000 (the “EBITDA Ceiling”), Buyer shall pay to Seller as provided in Section 2.5(c)(iv) an amount equal to the excess of EBITDA of the Nordic Business for the Adjustment Period over the EBITDA Ceiling (any payment required pursuant to Sections 2.5(a)(i) or (ii), the “Contingent Payment”). For the avoidance of doubt, no payment shall be required pursuant to this Section 2.5 if EBITDA of the Nordic Business for the Adjustment Period is greater than or equal to the EBITDA Floor and less than or equal to the EBITDA Ceiling. (b) Except as may otherwise be agreed by the parties, as promptly as practicable, but in no event later than ninety (90) days after the end of the Adjustment Period, Buyer shall in good faith prepare and deliver to Seller a statement (the “Adjustment Statement”) setting forth Buyer’s calculation of the EBITDA of the Nordic Business for the Adjustment Period, calculated on a basis consistent with Schedule D (for the avoidance of doubt, such calculation shall be performed in local currency and shall be converted into U.S. Dollars using the exchange rates set forth in Schedule D), and Buyer’s calculation of the Contingent Payment, if any, with respect thereto; provided, however, if the Adjustment Period ends on or prior to the Closing Date, such Adjustment Statement shall be delivered as promptly as practicable after Closing, but in no event later than ninety (90) days after Closing (in which case, for the avoidance of doubt, after the end of the Adjustment Period and prior to the Closing, Seller shall, in accordance with Section 6.2, permit Buyer and its Representatives to have reasonable access to the books, records and other documents (including work papers) reasonably necessary for Buyer to begin to prepare the Adjustment Statement). For the avoidance of doubt, in no event shall the Contingent Payment be payable prior to the Closing. (c) Without prejudice to any of Buyer’s rights hereunder, following delivery of the Adjustment Statement, the following provisions will apply: (i) Buyer shall, and shall cause the Nordic Companies to, permit Seller and its Representatives to have reasonable access to the books, records and other documents (including work papers) pertaining to or used in connection with preparation of the Adjustment Statement and provide Seller with copies thereof (as reasonably requested by Seller). If Seller disagrees with Buyer’s calculation of the EBITDA of the Nordic Business for the Adjustment Period or the Contingent Payment, Seller shall, within sixty (60) days after Seller’s receipt of the Adjustment Statement, notify Buyer in writing of such disagreement by setting forth Seller’s calculation of the EBITDA of the Nordic Business for the Adjustment Period and the Contingent Payment, and describing in reasonable detail the basis for such disagreement (an “Adjustment Objection Notice”). If no Adjustment Objection Notice is delivered on or prior to the sixtieth (60th) day after Seller’s receipt of the Adjustment Statement, Buyer’s calculation of such EBITDA and the Contingent Payment shall be deemed to be binding on the parties hereto. If an Adjustment Objection Notice is timely delivered to Buyer, then Buyer and Seller shall negotiate in good faith to resolve their disagreements with respect to the computation of such EBITDA and the Contingent Payment. In the event that Buyer and Seller are unable to resolve all such disagreements within fifteen (15) days after Buyer’s receipt of such Adjustment Objection Notice, Buyer and Seller shall submit such remaining disagreements to the Auditor for resolution. (ii) Buyer and Seller shall use their respective reasonable efforts to cause the Auditor to resolve all remaining disagreements with respect to the computation of the EBITDA of the Nordic Business for the Adjustment Period and the amount of any Contingent Payment as soon as practicable, but in any event shall direct the Auditor to render a determination within forty-five (45) days after its retention. The Auditor shall consider only those items and amounts in Buyer’s and Seller’s respective calculations of such EBITDA and Contingent Payment that are identified as being items and amounts to which Buyer and Seller have been unable to agree on. In resolving any disputed item, the Auditor shall act as an expert and not as an arbitrator and the Auditor may not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party. The Auditor’s determination of such EBITDA and the amount of any Contingent Payment shall not be limited to the materials submitted by Buyer and Seller but may include any relevant accounting literature or guidance, and shall be based on Schedule D and the definition of “EBITDA” included herein. The determination of the Auditor shall be conclusive and binding upon the parties hereto. (iii) The costs and expenses of the Auditor in determining the EBITDA of the Nordic Business for the Adjustment Period and the amount of any Contingent Payment shall be borne equally by Buyer and Seller. (iv) Within five (5) Business Days after the EBITDA of the Nordic Business for the Adjustment Period and the amount of any Contingent Payment are finally determined pursuant to this Section 2.5, (A) if any Contingent Payment is payable pursuant to Section 2.5(a)(i), Seller shall pay the amount thereof by (x) wire transfer of immediately available funds to the account(s) designated by Buyer or (y) in a manner as otherwise agreed by the parties or (B) if any Contingent Payment is payable pursuant to Section 2.5(a)(ii), Buyer shall pay the amount thereof by (x) wire transfer of immediately available funds to the account(s) designated by Seller or (y) in a manner as otherwise agreed by the parties. (d) Following the Closing, until December 31, 2010, Buyer shall manage and operate the Nordic Business in a commercially reasonable manner and consistent with the business plan for the applicable Nordic Company for the then current year previously delivered to Buyer (the “Business Plan”). Seller acknowledges and agrees that, following the Closing, Buyer shall, in its sole and absolute discretion, have complete control over all strategic and operational decisions concerning the Nordic Business and may manage and operate the Nordic Companies and their businesses as Buyer determines in a manner consistent with the Business Plan. Seller further agrees that (i) the right of Buyer to receive the Contingent Payment does not create in Seller any right to control or direct the management and operations of the Nordic Companies and (ii) Seller will have no claim against Buyer or any of its Affiliates (including the Nordic Companies) with respect to the management and operation of the Nordic Companies, including any impact thereof on the EBITDA of the Nordic Companies or on the amount of any Contingent Payment. Notwithstanding the foregoing, the impact of any change as a result of any deviation from the Business Plan shall be excluded from the calculation of EBITDA. (e) All payments made pursuant to this Section 2.5 shall have the nature of adjustments to the Closing Purchase Price and shall be treated accordingly by all parties hereto (and all of their Affiliates) for all Tax purposes to the maximum extent permitted by applicable Law.

  • 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.