Determination of the Price Sample Clauses

The "Determination of the Price" clause establishes how the price for goods or services under the contract will be set. Typically, this clause outlines whether the price is fixed, subject to adjustment, or based on a formula, and may specify the timing and method for calculating or confirming the final amount. For example, it might reference market indices, cost-plus arrangements, or require agreement on price at a later date. Its core function is to provide a clear and agreed-upon mechanism for setting the contract price, thereby reducing the risk of disputes and ensuring both parties understand their financial obligations.
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Determination of the Price. The Parties agree that: (a) as soon as possible after the Closing, and in any case within the following 50 (fifty) Business Days, the Purchaser shall prepare in accordance with the Accounting Principles and deliver to the Sellers the consolidated financial accounts of the Group Companies at the Reference Date (the “Reference Date Accounts”) setting out its calculation of the actual amounts of (i) the Closing Date Cash; (ii) the Closing Date Financial Debt; (iii) the Closing Date Working Capital; (iv) the Closing Date Working Capital Deficiency or the Closing Date Working Capital Excess, as the case may be; (v) the determination of the Price pursuant to the formula set forth in Section 4.1 (Price Formula); and (vi) the calculation of the Price Adjustment (the “Purchaser’s Proposal”). Should the Purchaser fail to deliver the Purchaser’s Proposal within such period of 50 (fifty) Business Days from the Closing Date, the Provisional Price as calculated by the Sellers pursuant to Section 4.2 (Provisional Price) above will be considered as final and binding upon the Parties as a definitive Price; (b) the Reference Date Accounts and the Purchaser’s calculation of the Price contained in the Purchaser’s Proposal will be final and binding upon the Parties for the purposes of this Agreement unless a written notice of disagreement with respect thereto (the “Notice of Disagreement”), specifying in detail the nature and reasons of such disagreement, is notified by the Sellers to the Purchaser within 25 (twenty five) Business Days following the date on which the Purchaser’s Proposal is delivered to the Sellers; (c) for the purpose of the verification of the Reference Date Accounts and of the Purchaser’s calculation of the Price, the Purchaser shall cause the management of each of the Group Companies to reasonably cooperate with the Sellers, in accordance with their reasonable instructions. After Closing, such cooperation shall include, without limitation, access, including through their consultants and advisors, to any relevant books and records and employees of the Group Companies during normal business hours and without disruption of the Group Companies activity; (d) if a Notice of Disagreement is notified to the Purchaser as provided in paragraph (b) above, for a period of 20 (twenty) Business Days following the delivery of the Notice of Disagreement (the “Conciliation Period”), the Sellers and the Purchaser shall attempt to resolve any disagreement which they may have...
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Determination of the Price. The consideration for 100% of the Shares (the “Price”) shall be: a) an amount in cash (in Euros) equal to the Base Price; b) minus the Adjusted Net Debt of the Towers Latam Group as of the Reference Date, if a positive number, or, alternatively, if a negative number, plus the absolute value of such number. The Buyer confirms, represents and warrants to the Seller that it has available (pursuant to any available cash resources or financing agreements, loan facilities or other financing arrangements) sufficient cash resources to fulfil in full its obligations under this Agreement and, in particular, to pay the Price. A confirmation letter issued by Bank of America, N.A. and BofA Securities Inc. on 13 January 2021 is attached to this Agreement as Schedule 3 as evidence of the sufficiency of available cash resources of the Buyer to pay the Price in full.
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Determination of the Price. The consideration for 100% of the Shares of the Companies and Towers Zweite (the “Price”) shall be: (i) The Price for 100% of the Shares of the Companies shall be: a) An amount in cash (in Euros) equal to the Base Price; b) Minus the Adjusted Net Debt as of the First Reference Date, if a positive number, or, alternatively, if a negative number, plus the absolute value of such number; c) Plus the Contingent Price, if any. (ii) The Price for 100% of the Shares of Towers Zweite shall be: a) An amount in cash (in Euros) equal to the Purchase Price II; b) Minus the Zweite Adjustment, if a positive number, or, alternatively, if a negative number, plus the absolute value of such number, in either case if the Zweite Adjustment is applicable pursuant to Clause 3.4 below. The Buyer confirms, represents and warrants to the Seller that it has available (pursuant to any available cash resources or financing agreements, loan facilities or other financing arrangements) sufficient cash resources to fulfil in full its obligations under this Agreement and, in particular, to pay the Price. A confirmation letter issued by Bank of America, N.A. and BofA Securities Inc. on 13 January 2021 is attached to this Agreement as Schedule 3 as evidence of the sufficiency of available cash resources of the Buyer to pay the Price in full.
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Determination of the Price. The price of the contract is determined by unit prices at the rate of a price per hour of dedication according to the following breakdown: partner 100,000.00 JPY Associate 60,000.00 JPY paralegal 30,000.00 JPY It is estimated that to carry out the procedures before the country's authorities, it will be necessary to pay notary fees, taxes and other fees. In this case, the cost will be advanced by the awarded company to carry out the corresponding procedure and this additional cost will be passed on to the Delegation. The total cost of these expenses is estimated to be up to 550,000 JPY. Each company will propose a work team to assign to the execution of the contract and may assign more than one professional person in each of the categories with different prices/hours. In any case, the price/hour for professionals cannot exceed the maximum price/hour established in the previous table for the category in which it is included. Offers that do not present unit prices for all of the previously specified categories, or offers that involve an increase in any of the established maximum prices, will not be accepted. It is a contract with a maximum limiting budget, in which the contractor remains obliged to provide the service successively and for a unit price, without the total number of units being precisely defined to be subordinated to the needs of the contracting entity. The contract price will include the direct costs for the provision of the service (travel, wages/fees for working hours, supplies, taxes, rates and fees of any kind, as well as all expenses arising from to the contract awardee as a result of the fulfilment of the obligations contemplated in this specification) and the indirect ones (general expenditure and the industrial profit). The contractor will issue monthly invoices, by due period, with details of the tasks carried out, the hours of dedication and with the application of the unit prices of the award. The payment of the price will be ordered with the previous written consent of the person responsible for the contract, who will supervise and monitor the object of this contract. Once the invoice is accepted as correct, the Delegation will proceed with its payment by bank transfer. The Delegation will pay the invoice within a maximum period of thirty (30) days from the day of its receipt.
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Determination of the Price. Following the exercise of the Option, the Price is to be agreed by the Seller and the Buyer. The Price is to be equal to [the best price at which the Property might reasonably be expected to be sold at the date of the exercise of the Option by way of private treaty at arms’ length and subject to the Conditions and assuming: a willing seller and a willing buyer; a reasonable period within which to negotiate the sale taking into account the nature of the Property and the state of the market; that values will remain static throughout that period; that the Property will be freely exposed to the market; and that no account has to be taken of any additional bid by a purchaser with a special interest.] The Option Fee [forms part][does not form part] of the Price and [shall be][shall not be] deducted from the Price in determining the amount to be paid by the Buyer on the Completion Date If the parties do not agree on the Price within [10] Working Days after the giving of notice of exercise, the Price is to be determined by an independent expert appointed by the parties jointly, or if they do not agree on an appointment within [20] Working Days after the giving of notice of exercise, appointed by the President (or other acting senior officer) for the time being of the Royal Institution of Chartered Surveyors at the request of either party. The person so appointed is to act as an expert and not as an arbitrator. The expert must be a person who has at least ten years of experience of valuing property of the same type and in the same location as the Property. The expert must afford each party the opportunity within reasonable time limits to make representations to him, inform each party of the representations of the other, and allow each party to make submissions to him on the representations of the other. The fees and expenses of the expert, including the cost of his nomination are to be borne equally by the parties, who, unless they otherwise agree, are to bear their own costs relating to the determination of the issue by the expert. The determination of the Price by an expert is to be conclusive and to bind the parties. [The benefit of this Agreement is personal to the Buyer and is not capable of being assigned, charged or otherwise dealt with or disposed of by the Buyer] The Option may not be exercised in relation to part only of the Property. [The benefit of this Agreement may be assigned to [ ].]
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Determination of the Price 
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Related to Determination of the Price

  • Determination of Amount In lieu of the payment of the Exercise Price multiplied by the number of Units for which this Purchase Option is exercisable (and in lieu of being entitled to receive Common Stock and Warrants) in the manner required by Section 2.1, the Holder shall have the right (but not the obligation) to convert any exercisable but unexercised portion of this Purchase Option into Units ("Conversion Right") as follows: upon exercise of the Conversion Right, the Company shall deliver to the Holder (without payment by the Holder of any of the Exercise Price in cash) that number of shares of Common Stock and Warrants comprising that number of Units equal to the quotient obtained by dividing (x) the "Value" (as defined below) of the portion of the Purchase Option being converted by (y) the Current Market Value (as defined below). The "Value" of the portion of the Purchase Option being converted shall equal the remainder derived from subtracting (a) (i) the Exercise Price multiplied by (ii) the number of Units underlying the portion of this Purchase Option being converted from (b) the Current Market Value of a Unit multiplied by the number of Units underlying the portion of the Purchase Option being converted. As used herein, the term "Current Market Value" per Unit at any date means the remainder derived from subtracting (x) the exercise price of the Warrants multiplied by the number of shares of Common Stock issuable upon exercise of the Warrants underlying one Unit from (y) the Current Market Price of the Common Stock multiplied by the number of shares of Common Stock underlying the Warrants and the Common Stock issuable upon exercise of one Unit. The "Current Market Price" of a share of Common Stock shall mean (i) if the Common Stock is listed on a national securities exchange or quoted on the Nasdaq National Market, Nasdaq SmallCap Market or NASD OTC Bulletin Board (or successor such as the Bulletin Board Exchange), the last sale price of the Common Stock in the principal trading market for the Common Stock as reported by the exchange, Nasdaq or the NASD, as the case may be; (ii) if the Common Stock is not listed on a national securities exchange or quoted on the Nasdaq National Market, Nasdaq SmallCap Market or the NASD OTC Bulletin Board (or successor such as the Bulletin Board Exchange), but is traded in the residual over-the-counter market, the closing bid price for the Common Stock on the last trading day preceding the date in question for which such quotations are reported by the Pink Sheets, LLC or similar publisher of such quotations; and (iii) if the fair market value of the Common Stock cannot be determined pursuant to clause (i) or (ii) above, such price as the Board of Directors of the Company shall determine, in good faith.

  • Determination of Fair Market Value For purposes of this Section 10.2, “fair market value” of a Share (or Common Stock if the Shares have been converted into Common Stock) as of a particular date (the “Determination Date”) shall mean: (i) If the Conversion Right is exercised in connection with and contingent upon a Public Offering, and if the Company’s Registration Statement relating to such Public Offering (“Registration Statement”) has been declared effective by the Securities and Exchange Commission, then the initial “Price to Public” specified in the final prospectus with respect to such offering. (ii) If the Conversion Right is not exercised in connection with and contingent upon a Public Offering, then as follows: (A) If traded on a securities exchange, the fair market value of the Common Stock shall be deemed to be the average of the closing prices of the Common Stock on such exchange over the five trading days immediately prior to the Determination Date, and the fair market value of the Shares shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each share of Series Preferred is then convertible; (B) If traded on the Nasdaq Stock Market or other over-the-counter system, the fair market value of the Common Stock shall be deemed to be the average of the closing prices of the Common Stock over the five trading days immediately prior to the Determination Date, and the fair market value of the Shares shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each Share is then convertible; and (C) If there is no public market for the Common Stock, then fair market value shall be determined by the Board of Directors of the Company in good faith. In making a determination under clauses (A) or (B) above, if on the Determination Date, five trading days had not passed since the closing of the Company’s initial public offering of its Common Stock (“IPO”), then the fair market value of the Common Stock shall be the average closing prices or closing bid prices, as applicable, for the shorter period beginning on and including the date of the IPO and ending on the trading day prior to the Determination Date (or if such period includes only one trading day, the closing price or closing bid price, as applicable, for such trading day). If closing prices or closing bid prices are no longer reported by a securities exchange or other trading system, the closing price or closing bid price shall be that which is reported by such securities exchange or other trading system at 4:00 p.m. New York City time on the applicable trading day.

  • Allocation of the Purchase Price (a) Within ninety (90) days after the final determination of the Final Purchase Price pursuant to Section 2.5, the Sellers will provide the Buyer with a statement (or statements) (the “Asset Acquisition Statement”) with the Sellers’ proposed allocation of the Final Purchase Price (plus any other amounts, including Assumed Liabilities, to the extent properly taken into account as consideration for applicable Tax purposes) among the Transferred Assets and, if applicable, the Ancillary Agreements and any other rights transferred hereunder or thereunder in accordance with Section 1060 of the Code (and any other applicable state, local or non-U.S. Law). The Buyer may, within thirty (30) days after receiving such Asset Acquisition Statement, propose to the Sellers in writing any changes to such Asset Acquisition Statement that are consistent with applicable Law (the “Allocation Notice of Objection”), and if the Buyer does not deliver such a Notice of Objection within such period, the Buyer shall be deemed to have accepted such proposed Asset Acquisition Statement and it shall become final and binding on the Parties. If the Buyer delivers a Notice of Objection, then the Buyer and the Sellers will endeavor in good faith to resolve any differences with respect to the Asset Acquisition Statement within thirty (30) days after the Sellers’ receipt of the Notice of Objection. If the Buyer and the Sellers are unable to resolve such differences, the matters in dispute shall be resolved by the Accounting Firm, which determination by such Accounting Firm shall be consistent with this Agreement. The fees, costs and expenses of the Accounting Firm shall be borne by the Buyer and the Sellers in inverse proportion as they may prevail on matters resolved by the Accounting Firm, which proportionate allocations also shall be determined by the Accounting Firm at the time the determination of the Accounting Firm is rendered. (b) The Buyer and the Sellers agree that they shall each (and shall cause their respective Affiliates to) file all Tax Returns (including amended returns and claims for refunds) and information reports in a manner consistent with the Asset Acquisition Statement (as finalized pursuant to Section 2.6(a))); provided that nothing contained in this Section 2.6(b) shall prevent any Party (or their Affiliates) from settling, or require any of them to litigate any challenge, proposed deficiency, adjustment or other similar proceeding by any Governmental Authority with respect to the Asset Acquisition Statement. Upon any adjustment to the Purchase Price in connection with an indemnification claim made pursuant to Article 13, the allocation described in the Asset Acquisition Statement (as finalized pursuant to Section 2.6(a)) shall be subject to adjustment in a manner consistent with Section 2.6(a).

  • 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 Adjustments If any questions will at any time arise with respect to the Exercise Price or any adjustment provided for in Section 4.8, such questions will be conclusively determined by the Company’s Auditors, or, if they decline to so act any other firm of certified public accountants in the United States of America that the Company may designate and who will have access to all appropriate records and such determination will be binding upon the Company and the Holders of the Warrants.