Purchase Price For Sample Clauses

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Purchase Price For. SHARES BEING ACQUIRED; METHOD OF PAYMENT. Buyer agrees to pay to Seller the "Formula Price" (as hereinafter defined) for the Shares. For purposes of this Agreement, the "Formula Price" shall be calculated as of the close of business on the last business day of the calendar month preceding the Closing Date (such last business day of the calendar month preceding the Closing Date is referred to herein as the "Determination Date").
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Purchase Price For and in full consideration of the sale of the Property, at the Time of Possession, Buyer shall assume the Assumed Liabilities and pay to Seller by wire transfer of immediately available funds to an account designated by Seller, a purchase price of Two Hundred Seventy Eight Million Dollars ($278,000,000.00) (the “Cash Consideration”), plus the amount of the Bankroll and Tray Ledger, subject to the adjustments, if any, pursuant to the Closing Statement in accordance with Section 11.4 (collectively, the “Purchase Price”). As used herein “Tray Ledger” means any accounts receivable of registered guests who have not checked out and who are occupying rooms at the Hotel/Casino at the Time of Possession.
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Purchase Price For each Contract SEAF agrees to purchase, SEAF will pay Dealer the “Amount Financed” as reflected in the Contract, less an agreed-upon discount and acquisition fee, less any insurance premiums advanced by SEAF, exclusive of financing charges included in the Contract (“Purchase Price”). SEAF is under no obligation to pay the Purchase Price unless and until it receives and verifies within thirty (30) days of its conditional approval of the Contract certain documents specified by SEAF, including but not limited to the following: (a) the original executed Contract and a true and correct copy of all other related documents in correct and complete form properly executed by Customer and an appropriate assignment of the Contract by Dealer to SEAF; (b) a copy of the application for title to the Unit, including all attachments submitted by Dealer to the appropriate governmental agency showing the interests in the Unit as directed by SEAF; (c) if required by law, a notice to Customer that Dealer has assigned the Contract to SEAF; (d) a copy of any mechanical breakdown protection contract or service contract sold in connection with the financing of the Unit; (e) written verification of insurance satisfactory to SEAF as provided in Section 4 of this Agreement; and (f) to the extent permitted by applicable law, all such credit information Dealer may have concerning Customer.
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Purchase Price For. THE PURCHASED ASSETS
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Purchase Price For 
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Related to Purchase Price For

  • Purchase Price Floor The Company and the Buyer shall not effect any sales under this Agreement on any Purchase Date where the Closing Sale Price is less than the Floor Price. “Floor Price” means $0.25 per share of Common Stock, which shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction.

  • Purchase Price Payment The total Purchase Price for the Property is the amount of the successful bid for the parcel at public auction.

  • Purchase Price Adjustment (a) Within 90 days following the Closing, the Buyer shall prepare and deliver, or cause to be prepared and delivered, to the Seller a statement (the “Closing Schedule”) setting forth: (i) the Buyer’s determination of the actual amounts of (A) the Adjustment Amount, including the Final Adjustment Amount Overage or the Final Adjustment Amount Underage (the “Final Adjustment Amount”), and (B) the Seller Indebtedness Amount, in each case as of 12:01 a.m. Eastern Time on the Closing Date without taking into account any of the transactions to be completed on the Closing Date in accordance with the terms of this Agreement; (ii) a calculation of any adjustments to the Closing Payment based on such calculations (the adjusted Closing Payment as a result of such calculation being the “Final Closing Payment”); and (iii) a calculation of the accounts receivable contained in the Preliminary Adjustment Amount that were not collected by Buyer within the thirty (30) days immediately following the Closing and the accounts receivable existing at the Closing but not taken into account in calculating the Adjustment Amount (the “Excluded AR”). (b) Within fifteen (15) days after delivery of the Closing Schedule, the Seller may deliver a notice to Buyer either: (i) concurring with the Closing Schedule (a “Notice of Concurrence”); or (ii) disagreeing therewith (a “Notice of Disagreement”). If the Seller delivers a Notice of Disagreement, then it shall be accompanied by the Seller’s proposed revisions to the Closing Schedule. If the Seller fails to deliver any notice within such 15-day period, the Seller shall be deemed to have delivered a Notice of Concurrence. (c) If a Notice of Concurrence is delivered or deemed delivered, and if the Final Closing Payment is less than the Closing Payment, the Buyer shall be entitled to payment out of the Royalty Consideration in the full amount of such shortfall. If a Notice of Concurrence is delivered or deemed delivered, and the Final Closing Payment is greater than the Closing Payment, Buyer shall pay to the Seller the full amount of such excess (with such payment being in shares of Buyer Common Stock priced at $1.50 per share) within thirty (30) days of the delivery of the Notice of Concurrence. (d) If a Notice of Disagreement is delivered, then the Seller and the Buyer shall, during the 15-day period following such delivery (the “Negotiation Period”), use commercially reasonable efforts to agree on the Final Adjustment Amount. If, during such period, the Seller and the Buyer are unable to reach agreement, they promptly shall engage a nationally recognized certified public accounting firm reasonably acceptable to each such party (the “Independent Auditor”) to resolve the disagreement, and any such resolution shall be final, conclusive and binding upon the parties hereto, absent fraud or manifest error. To the extent the Final Closing Payment as determined by the Independent Auditor is less than the Closing Payment, the Buyer shall be entitled to payment out of the Royalty Consideration in the full amount of such shortfall. To the extent the Final Closing Payment as determined by the Independent Auditor is more than the Closing Payment, the Buyer shall pay to the Seller the full amount of such excess (with such payment being in shares of Buyer Common Stock priced at $1.50 per share) within thirty (30) days of such resolution. (e) Each of the Seller and the Buyer shall pay fifty percent (50%) of the fees and expenses of the Independent Auditor.

  • Purchase Price (a) As consideration for the Shares and the covenants and agreements of Seller set forth herein, Buyer shall deliver to Seller at the Closing in immediately available funds to be delivered by wire transfer (to a bank account designated at least three business days prior to the Closing Date in writing by Seller) an amount (the "Purchase Price") equal to Five Hundred Seventy Three Million Dollars ($573,000,000) less the sum of: (i) the greater of (A) all Debt and other amounts outstanding under the Existing Orion Credit Facility on December 31, 1996, net of cash on hand of the Entertainment Companies on December 31, 1996, or (B) all Debt and other amounts outstanding under the Existing Orion Credit Facility on the Closing Date, net of cash on hand of the Entertainment Companies on the Closing Date; plus (ii) unpaid interest on Debt under the Existing Orion Credit Facility accrued to, but not including, the Closing Date; plus (iii) the greater of (A) Thirteen Million Dollars ($13,000,000) or (B) all Debt of the Entertainment Companies (other than Debt outstanding under the Existing Orion Credit Facility on the Closing Date) outstanding on the Closing Date; plus (iv) unpaid interest on such Debt (other than the Existing Orion Credit Facility) accrued to, but not including, the Closing Date. (b) Not later than three Business Days prior to the Closing Date, Seller shall prepare and deliver to Buyer a statement (the "Preliminary Statement") containing (i) a schedule of total Debt anticipated to be outstanding on the Closing Date and an estimate of unpaid interest to be accrued thereon as of the Closing Date and other amounts that then will be payable with respect thereto, and (ii) an estimate of cash that would be reflected on a consolidated balance sheet of Orion and its Subsidiaries prepared as of the Closing Date (adjusted, if necessary, to give pro forma effect to distribution to Seller of all capital stock of Landmark on the Closing Date). Based upon the Preliminary Statement, a preliminary determination of the Purchase Price shall be made (the "Preliminary Purchase Price"), which Preliminary Purchase Price shall be subject to adjustment as provided in Sections 2.03(d) and (e). (c) Within thirty (30) days after the Closing Date, Buyer shall prepare and deliver to Seller a statement (the "Final Statement") containing (i) a schedule of total Debt outstanding on the Closing Date and accrued and unpaid interest thereon, and other amounts payable with respect thereto, as of the Closing Date (assuming that such Debt was repaid in full on that date), (ii) a calculation of cash on hand that would be reflected on a consolidated balance sheet of Orion and its Subsidiaries prepared as of the Closing Date (adjusted, if necessary, to give pro forma effect to distribution to Seller of all capital stock of Landmark on the Closing Date), and (iii) a calculation of the Purchase Price. The Final Statement and the calculation of the Purchase Price shall be binding upon the parties to this Agreement unless Seller gives written notice of disagreement therewith to Buyer within thirty (30) days after its receipt of the Final Statement, specifying in reasonable detail the nature and extent of such disagreement. If Buyer and Seller mutually agree upon the Final Statement and the calculation of the Purchase Price within thirty (30) days after Seller's receipt of such notice from Buyer, such agreement shall be binding upon the parties to this Agreement. If Buyer and Seller are unable to resolve any such disagreement within such period, the disagreement shall be referred for final determination to an independent accounting firm of national reputation selected by the mutual agreement of Buyer and Seller (the "Selected Firm"), and the resolution of that disagreement and the calculation of the total Debt, cash on hand resulting therefrom and the Purchase Price shall be final and binding upon the parties hereto for purposes of this Agreement. The fees and disbursements of the Selected Firm shall be paid by Buyer and Seller as the Selected Firm shall determine based upon its assessment of the relative merits of the positions taken by each in any disagreement presented to such firm. Buyer will grant Seller full access to the books and records of the Entertainment Companies and its relevant personnel in order for it to make its evaluations under this Section 2.03. (d) If the Preliminary Purchase Price is less than the Purchase Price (such difference being referred to herein as the "Unpaid Balance"), then, in addition to the amount payable to Seller under Section 2.01(a) of this Agreement, within five (5) Business Days after the final determination of the Final Statement and the Purchase Price, Buyer shall deliver to Seller an amount equal to the Unpaid Balance, together with interest thereon at the Reference Rate in effect from time to time from the Closing Date until the date of such payment, in cash in immediately available funds by wire transfer to a bank account designated in writing by Seller prior to the due date thereof. (e) If the Preliminary Purchase Price is greater than the Purchase Price (such difference being referred to herein as an "Overpayment"), then within five (5) Business Days after the final determination of the Final Statement and the Purchase Price, Seller shall reimburse to Buyer an amount equal to the Overpayment, together with interest thereon at the Reference Rate in effect from time to time from the Closing Date until the date of such reimbursement, in cash in immediately available funds by wire transfer to a bank account designated in writing by Buyer prior to the due date thereof.

  • Purchase Price Payments (a) On each Payment Date, on the terms and subject to the conditions of this Agreement, the Initial Purchaser shall pay to KBK the Purchase Price for the Receivables and Related Assets to be purchased on such day by (i) making a cash payment to or at the direction of KBK to the extent that the Initial Purchaser has cash available to make such payment pursuant to SECTION 3.3, and (ii) automatically increasing the principal amount outstanding under the Purchaser Note issued to KBK by the amount of the excess, if any, of the Purchase Price to be paid to KBK for such Receivables and Related Assets OVER the amount of any payment made on such day pursuant to CLAUSE (I) next above. (b) On each Payment Date, the Initial Purchaser shall reduce the Purchase Price payable to KBK for the Receivables and Related Assets that the Initial Purchaser is to purchase on such day by an amount (the "PURCHASE PRICE ADJUSTMENTS") equal to the difference between (i) the sum of (A) the Dilution Adjustment (as defined in SECTION 3.5(B)), if any, for the immediately preceding Business Day, PLUS (B) the Noncomplying Receivables Adjustment (as defined in SECTION 3.5(A)), if any, for the immediately preceding Business Day, MINUS (ii) the amount of any payments that the Initial Purchaser shall have received on the immediately preceding Business Day on account of Collections due with respect to Noncomplying Receivables that have been included in an Purchase Price Adjustment previously deducted or paid in accordance with this SECTION 3.1. (c) If the Purchase Price Adjustments on any Payment Date exceed the Purchase Price payable by the Initial Purchaser to KBK on such day, then the principal amount of the Purchaser Note shall be automatically reduced by the amount of such excess; PROVIDED, that if the Purchaser Note has been reduced to zero, then KBK shall pay to the Initial Purchaser in cash the amount of such Purchase Price Adjustments on the next succeeding Business Day; and PROVIDED FURTHER, HOWEVER, that at any time (y) when a Liquidation Event or Unmatured Liquidation Event exists or (z) on or after the Purchase Termination Date, the amount of any such credit shall be paid by KBK to the Initial Purchaser by deposit in immediately available funds into the Collection Account for application by Servicer to the same extent as if Collections of the applicable Receivable in such amount had actually been received on such date.

  • Cash Purchase Price The term "Cash Purchase Price" shall have the meaning set forth in Section 2.3(a).

  • Purchase Price; Allocation of Purchase Price (a) Subject to the terms and conditions of this Agreement, the purchase price for the Interests and the Purchased Assets (other than the Specified OUS Assets) (such amount, the “Purchase Price”) is payable as follows: (i) Buyer shall pay to Parent at the Closing (the “Closing Payment”), for the benefit of Parent and Sellers, cash in an amount equal to $708,500,000, plus the Estimated Cash, minus the Estimated Indebtedness, plus the Estimated Working Capital Excess, if applicable, or minus the Estimated Working Capital Deficit, if applicable, plus the Estimated Net Intercompany Receivable, if applicable, or minus the Estimated Net Intercompany Payable, if applicable, plus any applicable VAT in relation to the Purchase Price as provided in Section 7.08; and (ii) Buyer shall assume the Assumed Liabilities at the Closing (or, with respect to any Liabilities assumed at a Delayed Transfer Date pursuant to Article VI or Appendix VI, such Transfer Date). (b) The Closing Payment shall be paid at the Closing by wire transfer of immediately available funds to a bank account designated to Buyer in writing by Parent no later than three (3) Business Days prior to the Closing Date. (c) As soon as practicable, and in any event not later than one hundred eighty (180) days after the Closing Date, Parent shall provide for Buyer’s review and comments a proposed allocation of the Purchase Price, as adjusted for all relevant tax purposes to take into account the Assumed Liabilities, by country or by Transferred Subsidiary as applicable, and among the Purchased Assets, the Assumed Liabilities and the assets of the Transferred Subsidiaries by asset category in accordance with the principles of Section 1060 of the Code and other applicable Law, except that if a section 338(h)(10) election is not made, no allocation shall be made to the assets of a Transferred Subsidiary that is a domestic corporation for purposes of the Code (the “Proposed Allocation”). Buyer shall have the right to consent or object to the Proposed Allocation during the thirty (30) day period immediately following delivery of the Proposed Allocation. If Buyer delivers a notice of objection to Parent during that thirty (30) day period, Parent and Buyer shall negotiate in good faith to resolve their differences with respect to the Proposed Allocation. If Buyer makes no objection during that thirty (30) day period or Parent and Buyer agree on an allocation within the thirty (30) day period following Buyer’s delivery of such a notice of objection, the Proposed Allocation or the agreed allocation, as applicable, shall be final and binding on Parent, on behalf of itself and Sellers, and Buyer (the “Agreed-Upon Allocation”). If Parent and Buyer are unable to reach agreement on the Proposed Allocation within thirty (30) days following the delivery to Parent of Buyer’s notice of objection to the Proposed Allocation, the allocation shall be determined by an internationally-recognized independent accounting firm mutually selected by Buyer and Parent (the “Allocation Accounting Firm”) using customary valuation methodologies; provided, however, that the Allocation Accounting Firm shall make its determination within thirty (30) days following the date on which the Allocation Accounting Firm is selected pursuant to this Section 2.03(c). The determination made by the Allocation Accounting Firm of the allocation shall be, absent manifest error, final and binding on Parent, on behalf of itself and Sellers, and Buyer (the “Final Allocation”). All negotiations pursuant to this this Section 2.03(c) shall be treated as compromise and settlement negotiations for purposes of Rule 408 of the Federal Rules of Evidence and comparable state rules of evidence, and all negotiations and submissions to the Allocation Accounting Firm, and the dispute resolution proceedings under this Section 2.03(c), shall be treated as confidential information. The fees and expenses of the Allocation Accounting Firm for its services rendered pursuant to this Section 2.03(c) shall be borne by Parent, on the one hand, and Buyer, on the other, in inverse proportion as each shall prevail on the dollar amounts of such disputed items so submitted to the Allocation Accounting Firm as provided in this Section 2.03(c). The Agreed-Upon Allocation or Final Allocation, as applicable, may be revised by mutual agreement between the Buyer and Parent, from time to time, prior to and following the Closing so as to reflect any matters that need updating (including adjustments to the Purchase Price under Article X, if any). (d) Each of Parent, Buyer and each of their respective Affiliates shall prepare and file, and cause its Affiliates to prepare and file, its Tax Returns, including Form 8023 and Form 8594 if applicable, on a basis consistent with the Agreed-Upon Allocation or Final Allocation, as applicable. None of Parent, Buyer or their respective Affiliates shall take any position inconsistent with the Agreed-Upon Allocation or Final Allocation, as applicable, in any Tax Return, in any refund claim for any Tax, in any litigation or administrative proceeding relating to any Tax, or otherwise unless required by final determination by an applicable Taxation Authority. In the event that the Agreed-Upon Allocation or Final Allocation, as applicable, is disputed by any Taxation Authority, the party receiving notice of the dispute shall promptly notify the other parties hereto, and Buyer, Parent and each of their respective Affiliates agree to use their commercially reasonable efforts to defend such allocation in any audit or similar proceeding.

  • The Purchase Price If the sale of the Property is not subject to HST, Seller agrees to certify on or before (included in/in addition to) closing, that the sale of the Property is not subject to HST. Any HST on chattels, if applicable, is not included in the Purchase Price.

  • Base Purchase Price Buyer agrees to pay for the Assets the total sum of Thirty Million and No/100 Dollars ($30,000,000.00) (“Base Purchase Price”) to be paid by direct bank deposit or wire transfer in same day funds at the Closing, subject only to the price adjustments set forth in this Agreement.

  • Purchase Price Adjustments (a) If and whenever after the date hereof the Company shall issue or sell any shares of its capital stock (except as set forth below in subparagraph 5.2(b)), for a consideration per share less than the Purchase Price in effect immediately prior to the time of such issue or sale, the Purchase Price shall be reduced to the price (calculated to the nearest $0.01) obtained by dividing (i) an amount equal to the sum of (A) the number of shares of capital stock outstanding, or deemed to be outstanding, immediately prior to such issue or sale multiplied by the Purchase Price prevailing immediately prior to such issue or sale plus (B) the consideration, if any, received by the Company upon such issue or sale, by (ii) the total number of shares of capital stock outstanding, or deemed to be outstanding, immediately after such issue or sale. Notwithstanding the foregoing, no adjustment of the Purchase Price shall be made in an amount less than $0.01 per share, but any such lesser adjustment shall be carried forward and shall be made at the time of and together with the next subsequent adjustment which together with any adjustments so carried forward shall amount to $0.01 per share or more. (b) The following issuance of the Company's securities shall not result in an adjustment in the Purchase Price: (i) stock issued pursuant to a bona fide, public offering of shares of Common Stock, registered under the Securities Act, pursuant to a registration statement; (ii) stock issued pursuant to the conversion or exercise of convertible or exercisable securities outstanding as of the date hereof; (iii) stock issued pursuant to or in connection with a bona fide business acquisition of or by the Company, whether by merger, consolidation, sale of assets, sale or exchange of stock or otherwise; (iv) stock issued upon the exercise of any warrants issued as of the date hereof (which do not have as their purpose an equity financing element) approved by the Board; (v) stock issued upon the exercise of one or more of the Warrants; or (vi) stock issued pursuant to options, warrants, rights or similar commitments obligating the Company to issue shares of its capital stock which are in existence as of the date hereof.