05Purchase Price. The aggregate purchase price for the Purchased Assets shall be $30,000,000 (the “Base Price”), subject to adjustment pursuant to Section 2.06 hereof (the “Purchase Price”), plus the assumption of the Assumed Liabilities. The Purchase Price shall be paid as provided in Section 3.02 and Section 2.06. Attached hereto as Schedule 2.05 is a statement (the “Estimated Working Capital Statement”), together with reasonable supporting detail and related calculations, setting forth Sellers’ good faith estimate of the Closing Working Capital (“Estimated Working Capital”) and the amount (which may be a negative number) equal to the (i) Estimated Working Capital minus (ii) the Target Working Capital (the “WC Variance Amount”).
05Purchase Price. The aggregate purchase price for the Purchased Assets shall be $28,000,000 plus the amount of the New Lease and Pre-Opening Reimbursement Amount plus the amount of operating cash located at each restaurant location of the Business, subject to adjustment pursuant to Section 2.06 hereof (the “Purchase Price”), plus the assumption of the Assumed Liabilities.
05Purchase Price. The aggregate purchase price for the purchased Assets shall be an amount in cash equal to $8,000,000 (the “Purchase Price”). Subject to the terms and conditions of this Agreement, the Purchase Price shall be paid as follows (and in each case, as more specifically set forth on Schedule 1.05 hereto):
(a) on the Closing Date, Buyer shall pay to Sellers, by wire transfer of immediately available funds in accordance with the allocation of the Purchase Price between each Seller provided to the Buyer in writing at least three Business Days prior to the Closing, an amount equal to $4,500,000;
(b) on October 1, 2017, and on the first day of each fiscal quarter of Buyer thereafter, an amount in cash payable to Sellers equal to $75,000 until the aggregate amount of payments under this Section 1.05(b) equals $825,000;
(c) on the date that is 45 days after the first anniversary of the Closing Date, Buyer shall pay to Seller, by wire transfer of immediately available funds, an amount equal to one-third (1/3) of the Deferred Payment Amount;
(d) on the date that is 45 days after the second anniversary of the Closing Date, Buyer shall pay to Sellers, by wire transfer of immediately available funds, an amount equal to one-third (1/3) of the Deferred Payment Amount; and
(e) on the date that is 45 days after the third anniversary of the Closing Date, Buyer shall pay to Seller, by wire transfer of immediately available funds, an amount equal to one-third (1/3) of the Deferred Payment Amount.
05Purchase Price. The aggregate purchase price for the Purchased Assets shall be {AMOUNT} (the "Purchase Price")[, plus the assumption of the Assumed Liabilities]. The Buyer shall pay the Purchase Price to Seller at the Closing (as defined herein) in cash, by wire transfer of immediately available funds in accordance with the wire transfer instructions set forth in Section I.05 of the [Disclosure Schedules][disclosure schedules ("Disclosure Schedules")].
