Purchase Price Determination Sample Clauses

Purchase Price Determination. If the Contract is for a single-agency and a single Order (or if no Order applies), then “purchase price” in Subparagraph 14.7.1 above means the aggregate Contract price current at the time of Contract expiration or earlier termination, including all change orders or other forms of Contract Amendment having an effect on the aggregate price through that date. In all other cases, “purchase price” above means the total price of the Order for the specific equipment, software, or services giving rise to the claim, and therefore a separate limit will apply to each Order.

Purchase Price Determination. In the event of any dispute between the Venture and the Noteholder Partner regarding the calculation of the Put Purchase Price or the Call Purchase Price, the Noteholder Partner and the Managing Partner shall use reasonable efforts to resolve such dispute. In the event that such dispute is not resolved within thirty (30) days after receipt by the Managing Partner of written notice of such dispute from the Noteholder Partner or as the Managing Partner may elect, the Venture shall engage the Venture’s independent public accountants to determine the Put Purchase Price or the Call Purchase Price, as the case may be. The Venture shall use its commercially reasonable efforts to cause the Venture’s independent public accountants to deliver to the Managing Partner and the Noteholder Partner a determination of such Put Purchase Price or Call Purchase Price, including an itemization of the elements thereof, as promptly as practicable, but in no event more than twenty (20) days after its engagement. Except as otherwise provided in paragraph (d), the fees and expenses of the Venture’s independent public accountants in performance of its obligations pursuant to this paragraph (c) shall be borne by the Venture.

Purchase Price Determination. The Audit will be conducted by PricewaterhouseCoopers, LLP. The cost of the Audit will be paid in equal 50% parts by Buyer and Seller.

Purchase Price Determination. The purchase price and the terms and conditions subject to the Offer shall be the same as set forth in the Third Party Offer. The closing of the purchase shall take place at the principal office of the Company and shall occur within 30 days of acceptance of the Offer. At closing, the purchase price shall be paid in the manner set forth in the Third Party Offer, provided that if the Third Party Offer includes any consideration other than cash, the accepting Purchasing Member(s), at their option, may pay in cash the fair market value of such non-cash consideration.

Purchase Price Determination. (i) The Offer Notice shall include Lessee's fair market value offer price. Lessor shall notify Lessee within ten (10) business days after Lessor's receipt of the Offer Notice either that (i) Lessor accepts Lessee's offer price as the fair 57 66 market value of the Facility Shell or (ii) Lessor rejects Lessee's offer price. If Lessor rejects Lessee's offer price, the fair market value of the Facility Shell shall be determined in accordance with the provisions of subsection (ii) below. (ii) If Lessor rejects Lessee's determination of the fair market value of the Facility Shell, Lessor and Lessee shall, for a period of twenty (20) days, negotiate in an effort to determine the fair market value of the Facility Shell. If Lessee and Lessor are unable mutually to agree on the fair market value within such twenty (20) day period, Lessee and Lessor shall each within twenty (20) days thereafter appoint an appraiser. Each appraiser, within thirty (30) days of their appointment, shall make an independent determination of the fair market value of the Facility Shell. If the two appraisers so appointed agree on the fair market value of the Facility Shell, the fair market value shall be the amount determined by them. If the two appraisers so appointed do not agree on the fair market value of the Facility Shell, but if the difference between the fair market values determined by such appraisers is not more than five percent (5%) of the lower of the two appraisals, the fair market value of the Facility Shell shall be an amount equal to the quotient obtained by dividing the sum of the fair market values determined by such appraisers by two (2). If the two appraisers so appointed do not agree on the fair market value of the Facility Shell, and if the difference between the fair market value determined by such appraisers is more than five percent (5%) of the lower of the two appraisals, the two appraisers shall jointly appoint a third appraiser having the qualifications described below. If the two appraisers so appointed shall be unable, within thirty (30) days after their appointment, either to

Purchase Price Determination. Within 20 days of the date of the exercise of an Involuntary Withdrawal Option, the affected Members shall mutually agree upon a purchase price for the Interest being sold. If the affected Members are unable to mutually agree upon a purchase price, the affected Members shall mutually select a disinterested appraiser nationally recognized as experienced in valuing healthcare businesses including hospitals to evaluate the Business and determine the fair market value of the Company. If the affected Members cannot select an appraiser, then the American Arbitration Association shall be petitioned to designate an appraiser. The cost of the appraisal and any necessary arbitration shall be paid one-half by the Selling Member and one-half by the Purchasing Members. The appraiser shall promptly provide a written notice ("FAIR MARKET VALUE NOTICE") to each affected Member of its determination of the fair market value, which determination shall be binding upon the affected Members. The purchase price for the Interest being acquired pursuant to this Section 8.2 shall then be the product of (i) the fair market value of the Company pursuant to the Fair Market Value Notice multiplied by (ii) the Percentage Share of the Selling Member.

Purchase Price Determination. Sellers engaged a third-party valuation service provider (the “Valuation Firm”), to determine the fair value of each Subordinated Note as of September 30, 2021, which amounts, as adjusted to take into account any distributions paid by CLO IV and CLO V subsequent to September 30, 2021, are set forth under the heading “Fair Value” with respect to each Subordinated Note on the Schedule of Transferred Assets. In connection with such engagement, Sellers provided the Valuation Firm its relevant internal models, material reports, and all other relevant material information requested by the Valuation Firm. Each Seller acknowledges that Buyers have relied upon the fair value of each Subordinated Note confirmed by the Valuation Firms in evaluating the Cash Purchase Price and the Common Stock Consideration and approving the price paid to acquire the Subordinated Notes, determined in accordance with Section 3.1 of this Agreement.

Purchase Price Determination. 10 SECTION 1.4 DELIVERY OF STOCK; PAYMENT................................11 SECTION 1.5 CLOSING...................................................12 SECTION 1.6

Purchase Price Determination. 56 C. Terms and Conditions of Purchase.............................................59 6 TABLE OF CONTENTS (CONTINUED) PAGE 7 TABLE OF CONTENTS (CONTINUED) PAGE 8 TABLE OF CONTENTS (CONTINUED) EXHIBITS Exhibit A - Diagram of Leased Premises [Recitals] Exhibit B - Declaration of Covenants and Easements [Section 2.B] Exhibit C - Development Plan [Section 2.D] Exhibit D - Personal Guaranty of Construction Exhibit E - Guaranty/Entry/Indemnity Agreement THIS PROJECT LEASE (this "Lease"), made this ____ day of April, 1998, by and between BPG INDUSTRIAL PARTNERS II, LLC, a Maryland limited liability company with its principal office at 110 ▇. ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇reinafter called "Lessor", and MAGENTA CORPORATION, a Delaware corporation with its principal offices located at 9900 ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, Rockville, Maryland 20850, hereinafter called "Lessee".