Reduction of the Purchase Price Sample Clauses
The "Reduction of the Purchase Price" clause allows for the agreed purchase price of an asset or business to be decreased under certain specified circumstances. Typically, this clause is triggered if issues such as undisclosed liabilities, defects, or breaches of representations and warranties are discovered before closing. For example, if due diligence reveals that the seller overstated inventory values, the buyer may invoke this clause to adjust the price downward accordingly. Its core practical function is to protect the buyer from overpaying due to unforeseen problems, ensuring the final price accurately reflects the true value of what is being acquired.
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Reduction of the Purchase Price. 3.4.1 If any payment is made by any Relevant Seller to any Relevant Purchaser in respect of any claim for any breach of this Agreement or any Local Transfer Document or pursuant to an indemnity under this Agreement or the Tax Indemnity, the payment shall be made by way of adjustment of the consideration paid by the Relevant Purchaser for the particular category of Business Asset or Shares (if any) to which the payment and/or claim relates under this Agreement, provided always that such consideration shall not be reduced to a negative amount, and to the extent that it would be so reduced, the relevant payment shall be allocated rateably to the relevant Business Assets and/or Shares by reference to the proportions in which the Purchase Price is allocated to them in accordance with Schedule 8, and in each case the Purchase Price shall be deemed to be reduced by the amount of such payment.
3.4.2 If:
(i) the payment and/or claim relates to more than one category of Business Asset or Shares, it shall be allocated in a manner which reflects the impact of the matter to which the payment and/or claim relates, failing which it shall be allocated rateably to the relevant Business Assets or Shares by reference to the proportions in which the Purchase Price is allocated in accordance with Schedule 8; or
(ii) the payment and/or claim relates to no particular category of Business Asset or Shares, it shall be allocated rateably to all Business Assets and Shares by reference to the proportions in which the Purchase Price is allocated in accordance with Schedule 8, and in each case the Purchase Price shall be deemed to have been reduced by the amount of such payment.
Reduction of the Purchase Price. If Seller pays any sum to Purchaser in respect of a claim under Article 10, the Purchase Price and total consideration received by Seller for the sale of the Assets shall be deemed to be reduced by the amount of such payment.
Reduction of the Purchase Price. The Parties agree that (a) the Purchase Price is reduced to a remaining balance of three hundred and seventy-five thousand dollars ($375,000) (the “Purchase Price Balance”) and (b) an aggregate of six million, eight hundred sixty-four thousand, six hundred seventy-six dollars and twenty-six cents ($6,864,676.26) has heretofore been paid for and on account of the Purchase Price and related rental and other compensation (as more particularly set forth in Exhibit A attached hereto). The Parties further agree that, inasmuch as the Promissory Notes were intended to represent iDNA’s obligation to pay the unpaid portion of the Purchase Price, the aggregate outstanding amount of the Promissory Notes is reduced to an amount equal to the Purchase Price Balance (as more particularly set forth in Exhibit B attached hereto). The Promissory Notes are modified and amended so that the outstanding principal amounts thereof are reduced to the respective amounts provided in the immediately preceding sentence, and the Promissory Notes as so modified and amended are hereinafter referred to as the “Amended Promissory Notes.”
Reduction of the Purchase Price. 3.4.1 If any payment is to be made by the Seller to the Relevant Purchasers in respect of any claim for any breach of this Agreement or any Local Transfer Document or pursuant to an indemnity under this Agreement, the payment shall be made by way of adjustment of the consideration paid by the Relevant Purchasers for the particular category of Business Asset or Shares (if any) to which the payment and/or claim relates under this Agreement and the Purchase Price shall be deemed to be reduced by the amount of such payment.
Reduction of the Purchase Price. The aggregate purchase price for the Shares set out in Section 1.02 of the Agreement shall be reduced to $63,100,000.00 (the "Purchase Price").
Reduction of the Purchase Price. 15.1 In the event of damage or defects to the goods upon delivery, Route 66 Auctions may suspend payment, dissolve the agreement, set off the damage against the purchase price or demand performance.
15.2 Route 66 Auctions is not obliged to examine the item upon delivery and may rely on the information provided by the seller.
Reduction of the Purchase Price. The Sellers and the Buyer agree that any amount paid by the Sellers or any of them to the Buyer in accordance with the provisions of this Article XI shall, for all purposes, be deemed to be a reduction of the purchase price and be treated accordingly from accounting and tax purposes.
Reduction of the Purchase Price. Any payments or other indemnifications made by Sellers under Section 7, 8 or 9 shall be treated, for accounting and tax purposes, as a reduction of the Purchase Price between the Parties.
Reduction of the Purchase Price. The Adjustments, pursuant to Section 2.5, will be applied to the Purchase Price that shall be automatically and directly reduced accordingly. The payment of the Adjustments, if any, shall be remitted to the Purchaser from the Balance of Payment, within five (5) days of receipt by the Trustee of a notice to this effect from the Purchaser and the Vendor in accordance with Section 2.5. Should the Adjustments be greater than, two hundred fifty thousand dollars ($250,000) the amount of Adjustments in excess of two hundred fifty thousand dollars ($250,000) Balance of Payment shall be due and payable to the Purchaser by the Vendor within five (5) days of the receipt by the Vendor of a notice to this effect.
Reduction of the Purchase Price