Calculation of the Purchase Price. 4.1. The Purchase Price is the total of:
Calculation of the Purchase Price. The sellers are to receive a mixture of cash now, and shares in the buyer company. You should take advice from your accountant as to how to treat these items for tax purposes ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ .
Calculation of the Purchase Price. The aggregate purchase price to be paid by Buyer as consideration for all of the Purchased Securities shall equal FIFTY THOUSAND DOLLARS ($50,000.00 US) (the “Purchase Price”).
Calculation of the Purchase Price. (a) Subject to Section 9, the purchase price for all of the Purchased Shares (the “Purchase Price”) shall be an amount equal to the sum of:
Calculation of the Purchase Price. Subject to the terms of this Agreement, the Purchaser shall pay a lump sum amount of INR 24,37,45,000 (Indian Rupees Twenty Four Crores Thirty Seven Lakhs Forty Five Thousand only) (“Purchase Price”) for the sale and transfer of the Transferred Business as and by way of a Slump Sale. The Purchase Price shall be based on a valuation report obtained from an independent valuer which shall be a “business valuation” of the Transferred Business as a whole, and shall not indicate the value of the individual assets and liabilities of the Transferred Business. Seller acknowledges and admits that the Purchase Price of the Transferred Business was approved by Purchaser on the basis of the Net Assets of Seller pertaining to the Transferred Business as on the Transfer Date. Within 3 (three) days from the Closing Date, the Purchaser and Seller shall list down the Net Assets pertaining to the Transferred Business as on the Closing Date. In the event, there is a difference in value of the Net Assets comprised in the Transferred Business as on the Closing Date as compared to the Net Assets as on the Transfer Date, the Purchase Price shall be accordingly adjusted. For the purpose of this clause “Net Assets” shall mean the difference between the assets and the liabilities pertaining to the Transferred Business. The Parties agree that the Purchase Price represents the entire consideration for the transfer of the Transferred Business on Slump Sale basis (as understood under Section 50B read with Section 2(42C) of the Income Tax Act, 1961) and no part of the Purchase Price can be attributed to any particular asset or liability comprised in the Transferred Business.
Calculation of the Purchase Price. The purchase price (the “Purchase Price”) for the Company Shares shall be Four Hundred Fifty Million Dollars ($450,000,000.00), payable in cash, as adjusted by (i) the estimated adjustments pursuant to Section 2.6 hereof and (ii) the final adjustments pursuant to Section 2.7 hereof.
Calculation of the Purchase Price. The Shares will be sold to --------------------------------- each Purchaser on Exhibit A at a price of $2.93 per share , which per share price is the current market price of the Company's Common Stock calculated as follows: the average of the daily closing stock prices for the Company's Common Stock (ticker symbol "FSON") traded on the Nasdaq National Market for each of the ten (10) trading days preceding the Execution Date of the Agreement (the "Purchase Price").
Calculation of the Purchase Price. Purchase Price calculation Base Enterprise Value € 250,000,000.00 + Cashflow compensation between Effective Date and Completion Date € 6,197,889.93 Total Enterprise Value € 256,197,889.93 Net cash position per Effective Date € 18,541,069.31 Purchase Price € 274,738,959.24 Project Grease - share purchase agreement Table of Contents Schedule 4.2.1 LEAKAGE STATEMENT Leakage Overview Retainers Xxxxxx Xxxxxxx € 96,800.00 Management Bonuses € 100,000.00 Travelling Costs X.X. Xxxxxxxxxx € 36,408.28 Salaries X.X. Xxxxxxxxxx and related individuals € 276,384.98 Sponsoring € 113,111.63 Foundation € 50,814.34 Cars € 27,077.25 NetJets € 82,182.24 Litigation € 34,870.20 Total € 817,648.92 Project Grease - share purchase agreement Table of Contents Schedule 4.3.2
Calculation of the Purchase Price. Subject to Section 3.04, the Purchase Price with respect to the Servicing Rights for each Pool shall be calculated as a percentage, determined by reference to the Purchase Price and Adjustment Schedule attached hereto as Exhibit A, multiplied by the aggregate principal balance of such Pool. Seller and Purchaser agree the Purchase Prices listed in Exhibit A are subject to review after six (6) months. Any Mortgage Loan thirty (30) days or more delinquent as of the Sale Date or any Mortgage Loan which is a Foreclosure Loan or in bankruptcy will be deemed to have an outstanding principal balance of zero for the purpose of calculating the Purchase Price. Payments of scheduled principal and interest prepaid for a due date beyond the Transfer Date shall not be applied to the principal balance as of such date. Seller shall refund to the Purchaser the Purchase Price for any Mortgage Loans which payoff within three (3) months of the Sale Date.
Calculation of the Purchase Price. On or before ninety (90) days after the Closing Date, Buyer shall prepare and deliver to Seller and Partnership (i) a balance sheet of the Business dated the Closing Date which shall be audited by Buyer's independent auditors, and the related audit report of such firm (the "Final Balance Sheet"), and (ii) a Certificate (the "Closing Date Audit Certificate") setting out a calculation of the Purchase Price including schedules setting out in reasonable detail calculations of the Acquired Real Property Payment Amount, the Third Party Asset Purchase Expenditure Amounts, the Closing Balance Sheet Net Working Capital (which for purposes of the Closing Date Audit Certificate shall be prepared using the accounting rules set forth in Exhibit 2.4 whether or not these rules are in accordance with generally accepted accounting principles and whether or not these rules were used in the preparation of the Final Balance Sheet) and the Capital Expenditures Amount, if any. Subject to the final proviso in this Section 2.4, the Final Balance Sheet shall be prepared in accordance with generally accepted accounting principles consistent with the preparation of the Business Statements, but if such methods are not in accordance with generally accepted accounting principles, appropriate adjustments will be made to adopt generally accepted accounting principles. The Final Balance Sheet shall fairly present the financial position of the Business as of the close of business on the Closing Date. The Final Balance Sheet shall fairly present the Assets and the known Assumed Liabilities as of the Closing Date, to the extent generally accepted accounting principles as above described consistently applied require such Assets and Assumed Liabilities to be set forth on a balance sheet. In preparing the Final Balance Sheet: (i) all known accounting entries (including all liabilities and accruals), regardless of amount, will be taken into account, and all identified errors and omissions will be corrected and all adjustments made, and (ii) the aggregate reserves and provisions (whether or not denominated reserves) reflected in the Final Balance Sheet will be adequate, appropriate and reasonable for their purposes, and calculated consistent with past practices, provided, however, as hereinabove provided the Closing Date Audit Certificate shall be prepared reflecting the accounting rules set forth in Exhibit 2.4.
