Determination of the Final Purchase Price Clause Samples

Determination of the Final Purchase Price. (i) As soon as practicable, but no later than sixty (60) days after the Closing Date, Buyer shall prepare and deliver to Lux Seller a proposed calculation of the amount of Closing Date Net Working Capital and Closing Date Indebtedness (collectively, the “Proposed Closing Date Calculations”) together with reasonable supporting detail with respect to Buyer’s calculations. Buyer agrees to prepare the Proposed Closing Date Calculations in a manner consistent with the Accounting Principles. (ii) If Lux Seller does not give written notice of dispute (a “Purchase Price Dispute Notice”) to Buyer within sixty (60) days of receiving the Proposed Closing Date Calculations, Lux Seller and the other Parties agree that the Proposed Closing Date Calculations shall be deemed to set forth the final Closing Date Net Working Capital and Closing Date Indebtedness, in each case, for all purposes hereunder (including, without limitation, the determination of the Actual Adjustment). Items not disputed by Seller in the Purchase Price Dispute Notice shall be final and binding upon the Parties. If Seller gives a Purchase Price Dispute Notice to Buyer within such sixty (60) day period, Buyer and Seller shall use commercially reasonable efforts to resolve the disputed items during the thirty (30) day period commencing on the date Buyer receives the applicable Purchase Price Dispute Notice from Seller. If Seller and Buyer do not agree upon a final resolution with respect to any disputed items within such thirty (30) day period, then the remaining items in dispute shall be submitted immediately to Deloitte & Touche LLP (the “Accounting Firm”). The Accounting Firm shall be required to render a determination of the applicable dispute within forty five (45) days after referral of the matter to such Accounting Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The terms of appointment and engagement of the Accounting Firm shall be as agreed upon between Seller and Buyer, and any associated engagement fees shall initially be borne 50 percent by Seller and 50 percent by Buyer; provided that the fees and expenses of the Accounting Firm shall, upon resolution of the dispute, be borne by Seller and Buyer in inverse proportion as they may prevail on matters resolved by the Accounting Firm, which proportionate allocations shall also be determined by the Accounting Firm at the time the determination of the Accounting Firm is rendered on the m...
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Determination of the Final Purchase Price. (a) The Purchase Price has been estimated as provided in and Sections 1.1 and 2. 1. The Parties intend that the Purchase Price shall be finalized as provided in this Section 2.2. The Buyer shall prepare and deliver to the Sellers’ Representative within seventy five (75) days after the Closing Date (i) the balance sheet of the Company as of the Closing Date (the “Proposed Closing Date Balance Sheet”) together with any supporting documents as Sellers’ Representative may reasonably request and (ii) calculations of (a) the Proposed Debt, (b) the Proposed Change in Net Stockholders’ Equity Amount (all collectively referred to herein as the “Proposed Closing Date Financial Statements”) and (c) the final Purchase Price as proposed by the Buyer (the “Proposed Purchase Price”). The Proposed Closing Date Financial Statements shall be prepared by the Acquired Companies in accordance with GAAP and in a manner consistent with the GAAP accounting principles set forth on Schedule 2.2(a); provided however, that the proposed Closing Date Financial Statements shall not reflect any losses, expenses or reserves attributable to any Wind Holdback Event to the extent the Buyer is entitled to recover such losses, expense or reserves from the Wind Holdback Amount. The Parties shall ensure that the employees of the Acquired Companies responsible for and knowledgeable about the information used in, and the preparation of, the Proposed Closing Date Financial Statements and the calculation of the Proposed Purchase Price are reasonably available to the Sellers’ Representative for consultation after delivery of the Proposed Closing Date Financial Statements and the Proposed Purchase Price calculation. Within ten (10) days after its receipt of the Proposed Closing Date Financial Statements, the Seller’s Representative may request that the Buyer cause the Acquired Companies to provide or provide access to the Sellers’ Representative on a timely basis all books and records and other information reasonably requested by the Seller’s Representative used by the Acquired Companies in calculating the Proposed Closing Date Financial Statements and the Proposed Purchase Price. The Buyer shall cause the Acquired Companies to comply with such request within ten (10) days after the Seller’s Representative’s request. The Proposed Purchase Price shall be deemed final and binding upon the Sellers and the Buyer for all purposes of this Agreement, except to the extent that the Sellers’ Representative deli...
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Determination of the Final Purchase Price. (a) The base purchase price for the Shares for Sale will be equal to TWENTY-FIVE THOUSAND COLOMBIAN PESOS (COP$ 25,000.00) per Share in Sale (the "Base Price per Share"), for a total of FOURTEEN BILLION TWO HUNDRED AND THIRTY-SIX THOUSAND EIGHT HUNDRED AND FOURTEEN MILLION TWENTY-FIVE THOUSAND PESOS (COP$ 14,236,814,025,000.00), for all Shares for Sale (the "Base Purchase Price"). (b) The Final Purchase Price shall be equal to: The Base Purchase Price plus or minus, as applicable, the Net Debt Adjustment, if applicable (the "Final Purchase Price"). (c) Notwithstanding the provisions of this Section 2.3, The Net Debt Adjustment shall not apply, and the Final Purchase Price shall be equal to the Base Purchase Price if the closing occurs before September 1, 2021 or if the difference between the Closing Net Debt and the net target debt is not greater to 5.0%. (d) In the event that the Closing occurs on or after September 1, 2021, Seller shall have five (5) Business Days prior to the Closing Date to cause the Vice President of the Company to inform the Parties of the value of the Company's Net Debt as of the cutoff date of the most recent monthly financial statements (The " Closing Net Debt"). Based on the financial information provided by the Company pursuant to this paragraph (d), the Parties shall calculate the Net Debt Adjustment and the Final Purchase Price in accordance with the procedure provided under Annex D. In order to determine the Closing Net Debt, variations over the Debt or Cash arising from the acquisition or sale of companies or businesses by the Acquired Companies, shall not be considered. (e) For purposes of the provisions under this Section 2.3, the most recent monthly financial statements shall be those with a cut-off on the last day of the month immediately preceding the Closing Date, if the Closing takes place after the 15th day of the respective month. If the closing occurs on or before the 15th day of the respective month, the most recent monthly financial statements are those with cut off on the last day of the second-to-last month prior to the Closing Date. (f) The Net Debt Adjustment shall be calculated as follows ("Net Debt Adjustment"): (i) if the Closing Net Debt exceeds the Target Net Debt by more than 5.0%, the adjustment for Nets Debt shall be equal to 51.41% of the amount by which the 5.0% threshold is exceeded, and shall be subtracted from the Base Purchase Price; Or (ii) if the Closing Net Debt is more than 5.0% less than th...
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Determination of the Final Purchase Price. (a) As promptly as practicable, (i) but no later than 30 days after the Closing Date, Seller will deliver to Buyer a “Closing Date Balance Sheet” and (ii) but no later than 5 days after Buyer’s delivery of the 338(h)(10) Statement pursuant to Section 2.09 hereof, Seller shall deliver to Buyer a “Closing Date Purchase Price Statement”, in each case calculated as of the Closing Date (other than in connection with a Deferred Closing, which will be calculated as of December 31, 2008 for all purposes hereunder) on a basis consistent with the statutory accounting principles, procedures, policies, reserving methodology and methods used in calculating the Sample Balance Sheet, the Sample Purchase Price Statement and the Sample Adjusted Statutory Capitalization (such result, the “Closing Date Statutory Capitalization”), and, in the case of the Closing Date Purchase Price Statement, calculating the amount of any Additional Dividend, any Capital Contribution, the Dividend Shortfall, and the 338(h)(10) Adjustment Amount provided by Buyer under Section 2.09(b), each as of such date, as well as the Positive or Negative Asset Value Adjustment Amount.
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Determination of the Final Purchase Price. If Buyer does not accept the Closing Balance Sheet prepared by Sellers' Representative or the Sellers' Representative's computation of Actual Closing Liabilities, Actual Current Assets and the Final Purchase Price, Buyer shall give written notice to Sellers' Representative within ten (10) days after receipt thereof. The notice shall set forth in detail the basis for Buyer's objections. If Buyer and Sellers' Representative are unable to resolve the dispute within thirty (30) days after delivery of Buyer's written notice, the parties shall engage KPMG Peat Marwick LLP or another mutually agreeable independent nationally recognized certified public accounting firm to resolve the dispute. The accounting firm shall compute Actual Closing Liabilities, Actual Current Assets and the Final Purchase Price in accordance with this Agreement and shall not have the power to alter, modify, amend, add to or subtract from any term or provision of this Agreement. The decision of such accounting firm shall be rendered within twenty (20) days of such engagement and shall be binding on the parties. Buyer on the one hand, and Sellers on the other, each shall pay one-half of the cost of the accounting firm.
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Determination of the Final Purchase Price. The purchase price to be paid by the Buyer for the Sold Shares will be determined as follows: 4.1.1 an amount equal to the Enterprise Value; 4.1.2 plus the Company's Cash (as defined below) as of the Effective Date; 4.1.3 minus the Company's Indebtedness (as defined below) as of the Effective Date; 4.1.4 minus the amount the Actual Working Capital falls below the Target Working Capital; 4.1.5 plus the amount the Actual Working Capital exceeds the Target Working Capital; 4.1.6 whereby the amounts under 4.1.2 through and including 4.1.5 shall be calculated by the Closing Date Financial Calculations; the purchase price for the Sold Shares determined in accordance with the above is hereinafter referred to as the "Final Purchase Price". Cash" the sum of the positions as listed in Annex 4.1.2 as taken from the Closing Date Financial Calculations; a lump sum amount of EUR 137,339.00 (operating cash) shall be deducted from the total amount of Cash (as stated in Annex 4.1.2).
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Determination of the Final Purchase Price 
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Related to Determination of the Final Purchase Price

  • Additional Purchase Price Purchaser shall pay to the Sellers an additional amount determined as follows: (i) Purchaser shall pay the Sellers in cash an aggregate amount (collectively, the “Earnout Payment”) equal to (i) the product of (x) 0.75 (the “Multiplier”) multiplied by (y) the Forward EBITDA plus (ii) the positive difference, if any, resulting from (x) the Forward EBITDA minus (y) the TTM Adjusted EBITDA, provided that if the Forward EBITDA is less than the TTM Adjusted EBITDA by $350,000 or more, the Multiplier shall be reduced from 0.75 to 0.5 and provided, further, if the Forward EBITDA exceeds the TTM Adjusted EBITDA by more than $350,000, then the Multiplier shall be increased from 0.75 to 1.0. No later than 45 days after the end of the Earnout Period, the Purchaser shall provide the Sellers with a detailed written calculation together with all supporting documentation that the Sellers may reasonably request, including but not limited to billing invoices, employee time records and salary records and Purchase Orders, of the Forward EBITDA for the Earnout Period (“Purchaser’s Earnout Calculation”). (ii) The Purchaser’ Earnout Calculation shall be prepared in consultation with the Purchaser’s independent auditors. Subject to Section 11.6, Purchaser shall pay to Sellers an aggregate amount of cash equal to the Earnout Payment set forth on Purchaser’s Earnout Calculation within the later of (A) 60 days of the delivery of Purchaser’s Earnout Calculation or (B) the resolution of any dispute related thereto pursuant to this Section 2.3(b). (iii) If either Active Shareholder objects to Purchaser’s Earnout Calculation, he shall deliver a written notice to Purchaser to such effect no later than 5:00 p.m. Eastern Time on the tenth (10th) day following delivery of Purchaser’s Earnout Calculation (such notice, an “Earnout Disagreement Notice”) accompanied by (A) supporting documents, work papers, and other data setting forth in reasonable detail the basis for such Active Shareholder’s disagreement with Purchaser’s Earnout Calculation and (B) a certificate signed by such Active Shareholder certifying that the Earnout Disagreement Notice was delivered in accordance with this Section 2.3(b). Failure of the Active Shareholders to deliver a Disagreement Notice by such date and time shall be deemed to constitute final and conclusive acceptance of all parties hereto of the Earnout Payment set forth in Purchaser’s Earnout Calculation for purposes of this Agreement (iv) If an Active Shareholder timely provides an Earnout Disagreement Notice, the Purchaser and Active Shareholders shall attempt to resolve such disagreement in good faith through discussions and negotiations for a period of at least thirty (30) days. Following the expiration of such thirty (30) day period, either Purchaser or either Active Shareholder may submit the matter to a mutually-agreeable accounting firm as designated arbitrator, for final resolution. The amount of the Earnout Payment determined by such arbitrator shall be final and binding on all parties hereto. (v) In connection with the Earnout Payment, at the Closing, Purchaser shall issue an aggregate of 2,000 shares of Series G Preferred Stock of Purchaser (the “Preferred Stock”) with terms and conditions as set forth in a Certificate of Designation (the “Certificate of Designation”) substantially in the form of Exhibit B hereto (such shares of Preferred Stock, the “Earnout Shares”). Sellers agree that that, as and when Purchaser makes any payment required by this Section 2.3(b), a number of Earnout Shares equal to (A) the amount of such payment divided by (B) $1,000 (with any resulting fractional shares calculated to the nearest three decimal places) shall be automatically cancelled without further action. In the event of any such cancellation, Sellers agree to promptly return any certificate(s) representing Earnout Shares to be marked as “cancelled” (and if less than all Earnout Shares were cancelled, reissuance for the balance of the Earnout Shares that remain outstanding). If the Earnout Payment, as finally determined, is less than $2,000,000, any outstanding Working Capital Shares shall be cancelled upon such final determination. In the event of any redemption of Earnout Shares, the amount of the Earnout Payment owed by Purchaser pursuant to this Agreement shall be reduced by the amount of such redemption. In the event of any conversion of Earnout Shares into shares of Purchaser’s Common Stock, the amount of the Earnout Payment owed by Purchaser pursuant to this Agreement shall be reduced by the fair market value of the shares into which such Earnout Shares were converted (with the fair market value deemed to be as the lowest closing trading price for the thirty days following conversion).

  • Initial Purchase Price (a) Prior to Closing, the Company shall prepare (and, if requested by Purchaser, in consultation with Purchaser), and at least four Business Days prior to the Closing Date, the Company shall deliver to Purchaser, a written statement (the “Closing Statement”) setting forth: (i) the Company’s good faith estimate and supporting calculations of (I) the Cash Amount (the “Estimated Cash Amount”), (II) the Net Working Capital (the “Estimated Net Working Capital”), (III) the Indebtedness Amount (the “Estimated Indebtedness Amount”) and (IV) the Transaction Expenses Amount (the “Estimated Transaction Expenses Amount”); (ii) payment instructions for the payment of the Closing Consideration; (iii) a list of and, as applicable, payment instructions for the payment of, each of the Transaction Expenses included in the Estimated Transaction Expenses Amount; and (iv) the calculation of the Initial Purchase Price and Closing Consideration derived therefrom. (b) During the preparation of the Closing Statement (if requested by Purchaser) and after the delivery of the Closing Statement, Purchaser and its Representatives shall have a reasonable opportunity to review and to discuss with the Company and its Representatives (a) the Company’s and its Subsidiaries’ working papers and the working papers of the Company’s independent accountants, if any, relating to the preparation of the Closing Statement and the calculation of the Estimated Cash Amount, Estimated Net Working Capital, Estimated Indebtedness Amount and Estimated Transaction Expenses Amount and (b) the relevant books and records of the Company and its Subsidiaries relating to the Cash Amount, the Net Working Capital, the Indebtedness Amount or the Transaction Expenses Amount; and the Company and its Representatives shall reasonably assist Purchaser and its representatives in their review of the Closing Statement and the preparation thereof and reasonably cooperate with respect thereto. In the event Purchaser notifies the Company in writing prior to the Closing that it disputes any amount set forth in the Closing Statement, Purchaser and the Company shall cooperate in good faith to resolve any such dispute as promptly as practicable prior to the Closing Date. If, prior to the Closing, Purchaser and the Company agree in writing to any component on the Closing Statement, then such components of the Closing Statement shall be modified as so agreed. The Closing shall not be delayed if Purchaser and the Company are unable, after any such cooperation, to agree on all of the components of the Closing Statement and, except as otherwise agreed to by Purchaser and the Company in writing, the parties shall use the Closing Statement as delivered by the Company for purposes of determining the Closing Consideration (without limiting any of the provisions of this Agreement, including Article II). (c) From 12:00 a.m. on the Closing Date and until the Closing, the Company shall not, and shall not permit any of its Subsidiaries to, make any dividend or distributions of Cash or incur any Indebtedness or Transaction Expenses (other than as a result of the Financing or as already fully reflected in the Closing Statement) or use any Cash to pay any Transaction Expenses or to repay any Indebtedness. If, as a result of a breach by the Company of any of its covenants contained in this Section 1.02(c), Cash, Transaction Expenses or Indebtedness shall have changed between 11:59 p.m. on the day immediately preceding the Closing Date and the time immediately preceding the Closing, then any such changes shall be included in the calculation of Cash Amount, Transaction Expenses Amount and/or Indebtedness Amount (as the case may be) for purposes of the Closing Statement. (d) For purposes of this Agreement,

  • Total Purchase Price (High Bid + Buyer’s Premium) $

  • Payment of Receivables Purchase Price In consideration of the sale of the Receivables from the Seller to the Purchaser as provided in Section 2.1, on the Closing Date the Purchaser shall have paid to the Seller the Receivables Purchase Price.

  • 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.