Determination of Purchase Price Clause Samples
The Determination of Purchase Price clause defines how the final price for a purchase, typically in a sale of goods or business transaction, will be calculated. This clause may specify the use of fixed amounts, formulas based on financial metrics, or adjustments for factors like inventory, working capital, or outstanding debts. By clearly outlining the method and timing for calculating the purchase price, this clause ensures both parties understand their financial obligations and helps prevent disputes over payment amounts.
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Determination of Purchase Price. Buyer may, at any time within thirty (30) days following each Purchase Option Date, request a determination of the Purchase Price of any SEF eligible for purchase under the Purchase Option. The Parties shall use commercially reasonable efforts to determine the Purchase Price by mutual agreement within sixty (60) days after Buyer’s request for a Purchase Price determination. If the Parties have not agreed on the Purchase Price within thirty (60) days after Buyer’s request for a Purchase Price determination, then the Purchase Price shall be the fair market value of the SEF being purchased on the date of purchase, as determined by an independent appraiser retained by the Parties (the “Independent Appraiser”), provided that the Purchase Price shall in no event be less than the Termination Payment that would be due from Buyer to Seller if the Site Specific PPA was terminated due to Buyer Event of Default at the Purchase Option Date. The Independent Appraiser shall be an individual who is a member of a national accounting, engineering or energy consulting firm qualified by education, experience, and training to determine the value of solar generating facilities of the size and age and with the operational characteristics of the SEF being purchased, and who specifically has prior experience valuing solar energy generating facilities. The Independent Appraiser shall be reasonably acceptable to Seller. Except as may be otherwise agreed by the Parties, the Independent Appraiser shall not be (or within three (3) years before his or her appointment have been) a director, officer, or an employee of, or directly or indirectly retained as consultant or adviser to, either of the Parties or their respective affiliates. The fair market value assessment of the SEF being purchased shall consider, among other things, the income and savings associated with the SEF for the remaining portion of the Term, and the SEF’s past and projected performance. The Independent Appraiser shall make a determination of the Purchase Price within thirty (30) days of appointment (the “Price Determination”). Upon making the Price Determination, the Independent Appraiser shall provide a written notice thereof to both Seller and Buyer, along with all supporting documentation detailing the method of calculation of the Purchase Price. Except in the event of fraud or manifest error, the Price Determination shall be a final and binding determination of the fair market value. If Buyer wishes to exercise t...
Determination of Purchase Price. The Purchase Price to be paid by Department for Contract Capacity and Energy provided under this Agreement shall consist of an aggregate payment equal to the sum of the Capacity Payment, Variable O&M Payment and Fuel Payment, as such payments are calculated on a monthly basis as provided below and pursuant to Section 2.05(f).
Determination of Purchase Price. (a) Subject to the terms and conditions of this Agreement and in consideration of the sale, transfer, assignment, conveyance and delivery by Seller and Aerojet (to the extent of their respective ownership interests) of the Purchased Assets to Purchaser, Purchaser shall pay to Seller an aggregate amount equal to One Hundred Nineteen Million Dollars ($119,000,000), which shall be paid at Closing as set forth in Section 3.1(b) and which shall be subject to adjustment pursuant to the terms of this Section 3.1 (as so adjusted, the “Purchase Price”).
(b) The Purchase Price shall be paid by Purchaser to Seller at the Closing as follows:
(i) by wire transfer of immediately available funds in an aggregate amount of One Hundred Million Dollars ($100,000,000); and
(ii) by delivery of a promissory note payable to Seller in the original principal amount of Nineteen Million Dollars ($19,000,000) on substantially the terms and conditions set forth on Exhibit D (the “Note”).
(c) No later than three (3) Business Days prior to the Closing Date, Seller shall prepare and deliver, or cause to be prepared and delivered, to Purchaser a written estimate (the “Estimated Statement”) of the items of the 2005 Budgeted Capital Expenditures that have been both incurred and paid by or on behalf of Seller as of the Closing Date (“Completed Capital Expenditures”). Subject to further adjustment pursuant to Section 3.1(f) hereof, (A) to the extent that the Estimated Statement reflects Completed Capital Expenditures of less than Nineteen Million Dollars ($19,000,000), the cash portion of the purchase price payable at Closing shall be decreased by the amount of such difference; and (B) to the extent that the Estimated Statement reflects Completed Capital Expenditures of more than Nineteen Million Dollars ($19,000,000), the cash portion of the purchase price payable at Closing shall be increased by the amount of such excess.
(d) Within 45 calendar days after the Closing Date, Purchaser shall cause to be prepared and delivered to Seller (i) a balance sheet of the Business as of the Closing Date prepared in accordance with GAAP applied on a consistent basis with the May Balance Sheet and including such items set forth on the May Balance Sheet (the “Closing Balance Sheet”), and (ii) a statement (“Capital Expenditures Statement”) of the Completed Capital Expenditures.
(e) Following receipt of the Closing Balance Sheet and the Capital Expenditures Statement, Seller will have 45 calendar days to rev...
Determination of Purchase Price. (a) As soon as reasonably practicable after the Post-Closing Adjustment Date, but in any event within ninety (90) days thereafter, Seller will prepare and deliver to Buyer a consolidated balance sheet of the Purchased Assets and Assumed Obligations as of the Closing Date (as finally determined pursuant to this Section 3.3, the “Final Balance Sheet”), (A) clearly indicating in reasonable detail the liabilities and obligations included thereon that Seller transferred to Buyer on the Closing Date (as finally determined pursuant to this Section 3.3, the “Actual Assumed Balance Sheet Obligations”) and (B) containing the Net Non-Rate Base Asset Value as of the Closing Date (as finally determined pursuant to this Section 3.3, the “Actual Net Non-Rate Base Asset Value”), and a statement (as finally determined pursuant to this Section 3.3, the “Final Rate Base Statement”) setting forth the Actual Rate Base Amount, the Post-Closing Rate Base Value, the Actual Capital Expenditure Amount, the Actual Rate Base Reclassification Amount and the Actual CWIP Amount, together with reasonably detailed supporting documentation. Each of the Final Balance Sheet and the Final Rate Base Statement shall be reviewed by Deloitte & Touche LLP. The Final Balance Sheet shall be prepared in accordance with GAAP, consistently applied. The Final Rate Base Statement shall be prepared in accordance with FERC 18 CFR, consistently applied. Seller shall provide Buyer and Buyer’s independent accountant with all supporting work papers and all books and records of Seller, and Buyer may make inquiry of the representatives of Seller’s accountants and Seller, as requested by Buyer in connection with preparation and review of the Final Balance Sheet and the Final Rate Base Statement. Buyer agrees to cooperate with Seller in connection with Seller’s preparation of the Final Balance Sheet and the Final Rate Base Statement and related information, and to provide Seller with access to its books, records, information and employees as Seller may reasonably request in connection with such preparation. The Final Balance Sheet and Final Rate Base Statement shall be prepared and adjusted pursuant to this Section 3.3 to avoid duplication of any items, and not to include any items, to the extent otherwise taken into account in the prorations under Section 3.5.
(b) The amounts set forth in the Final Balance Sheet and the Final Rate Base Statement will be final, binding, and conclusive for all purposes unless, and ...
Determination of Purchase Price. Upon the purchase by the Lessees of Lessor's interest in the Leased Properties upon the exercise of the Purchase Option or pursuant to Section 14.2 or 14.3, the aggregate purchase price for all of the Leased Properties shall be an amount equal to the Lease Balance as of the closing date for such purchase, plus any amount due pursuant to Section 7.5(f) of the Master Agreement as a result of such purchase. Upon the purchase by a Lessee of Lessor's interest in a Leased Property upon the exercise of a Partial Purchase Option, the purchase price for such Leased Property shall be an amount equal to the Leased Property Balance for such Leased Property as of the closing date for such purchase, plus any amount due pursuant to Section 7.5(f) of the Master Agreement as the result of such purchase.
Determination of Purchase Price. (a) Promptly after the Closing Date, and in any event not later than forty-five (45) calendar days following the Closing Date, Purchaser shall prepare and deliver to the Company a statement, prepared on the same basis as the line item cash and cash equivalents within financial statements prepared in accordance with GAAP, of the Closing Date Net Cash Amount, which shall describe in reasonable detail the calculation thereof and shall specify the amount by which (i) the Closing Date Net Cash Amount exceeds the Estimated Net Cash Amount (the "Cash Excess Amount") or, as the case may be, (ii) the Estimated Net Cash Amount exceeds the Closing Date Net Cash Amount (the "Cash Deficiency Amount"). Upon delivery of such statement by Purchaser to the Company, Purchaser shall provide the Company and its representatives with reasonable access during business hours to the books and records of the Operating Subsidiaries and their respective Subsidiaries in order to allow the Company and its representatives to verify the accuracy of the determination by Purchaser of the Closing Date Net Cash Amount.
(b) (i) In the event that the Company does not object to the determination by Purchaser of the Closing Date Net Cash Amount by written notice of objection (the "Notice of Objection") delivered to Purchaser within ten (10) Business Days after the Company's receipt of the statement referred to in Section 2.4(a), such Notice of Objection to describe in reasonable detail the Company's objections to the Closing Date Net Cash Amount, the Closing Date Net Cash Amount shall be deemed final and binding.
Determination of Purchase Price. The Securities Administrator will be responsible for determining the Purchase Price for any Mortgage Loan that is sold by the Trust or with respect to which provision is made for the escrow of funds pursuant to this Section 2.03 and shall at the time of any purchase or escrow certify such amounts to the Depositor; provided that the Securities Administrator may consult with the Servicer to determine the Purchase Price unless the Servicer is the Purchaser of such Mortgage Loan. If, for whatever reason, the Securities Administrator shall determine that there is a miscalculation of the amount to be paid to the Trust, the Securities Administrator shall from monies in a Distribution Account return any overpayment that the Trust received as a result of such miscalculation to the applicable Purchaser upon the discovery of such overpayment, and the Securities Administrator shall collect from the applicable Purchaser for deposit to the Securities Account any underpayment that resulted from such miscalculation upon the discovery of such underpayment. Recovery may be made either directly or by set-off of all or any part of such underpayment against amounts owed by the Trust to such Purchaser.
Determination of Purchase Price. The purchase price for the Receivables that are the subject of any purchase hereunder shall be determined on an arm’s-length basis on or prior to the date of such purchase, and shall be equal to the Outstanding Balance of such Receivables, minus the Discount for such purchase.
Determination of Purchase Price. Upon the purchase by Lessee of Lessor's interest in the Leased Property pursuant to Sections 15.2 or 15.3, the purchase price for the Leased Property shall be an amount equal to the Lease Balance as of the closing date therefor.
Determination of Purchase Price. 23 Section 14. Conditions of the Offer........................................................................ 27 Section 15.