2Purchase Price. The purchase price for ProjectCo Interests shall be equal to the Base Purchase Price (subject to adjustment as expressly provided herein, the “Contract Price”). The Purchase Price together with the remaining payments as provided in Section 3.3, constitutes the “Contract Price” which represents an “all-in” figure for the complete transfer of the ProjectCo Interests and performance of the Work and achievement of Project Final Completion and is inclusive of all sales, use and other Taxes related to or incurred in connection with the Transactions, all overhead, general and administrative, project management and similar fees and costs, and all other costs and expenses incurred or to be incurred by Seller, including on behalf of ProjectCo from and after the Closing Date, and, prior to the Closing Date, ProjectCo, in the development and completion of the Work (subject to any Change Order, including the cost of designing, engineering, constructing, and commissioning the Seller IA Facilities). The Contract Price shall be paid when due by wire transfer of immediately available funds to the account specified in writing by Seller for such purpose or, if so requested in writing by Seller, by such alternative means of delivery of immediately available funds or other method of payment as is reasonably acceptable to Purchaser.
2Purchase Price. The aggregate consideration to be paid by Purchaser to Seller for the purchase of the Shares shall be an amount in cash equal to (a) $5,555,000,000 (the “Base Price”), plus (b) the Net Working Capital Overage (if any), minus (c) the Net Working Capital Underage (if any), plus (d) Cash as of immediately prior to the Closing, minus (e) Indebtedness as of immediately prior to the Closing (except that the Income Tax Amount shall be determined as of the end of the Closing Date), minus (f) Transaction Expenses unpaid as of immediately prior to the Closing (the amount calculated pursuant to this sentence, the “Purchase Price”).
2Purchase Price. The Purchase Price for the Stock shall be Three Million and No/100 U.S. Dollars ($3,000,000) plus two (2) percent of the Net Smelter Returns (as defined below) (the “NSR”) into perpetuity. Net Smelter Return is defined to mean the greater of (i) all monies Buyer (or any entity on behalf of Buyer) or any successor owners of the patented or unpatented mines listed in Exhibit B hereto receives for or from any and all ore removed from the Property from time to time; whether the ore is removed for exploration, mining operations or any other reason (the “Ore”), or (ii) the fair market value of removed Ore. Such two (2) percent of NSR shall be paid by Buyer (or Buyer’s successors or assigns) to Seller within 10 days of Buyer receiving money for all Ore taken from the Property, and in any case, within 120 days of Ore being taken off the Property whether Buyer has received remuneration for the Ore by such 120 days or not. The obligation to pay Seller the NSR shall be secured by a Mortgage and/or Security Agreement on the Mines pursuant to Section 2.7(B) below.
2Purchase Price. In consideration of the Company’s performance of this Agreement and the sale of the Purchased Interest, Bxxxx agrees to pay to the Company the Purchase Price in immediately available funds. The Purchase Price shall be determined by Buyer, in its sole discretion, provided that the Purchase Price shall not be less than $100,000 or more than $500,000.
2Purchase Price. In consideration of Sxxxxx’s performance of this Agreement and the sale of the Member Interest, Bxxxx agrees to pay to Seller the Purchase Price in cash. The Purchase Price will be made by wire transfer. The Purchase Price shall be determined by Buyer, in its sole discretion, provided that the Purchase Price shall not be less than $36,000,000 or more than $38,000,000.
2Purchase Price. Upon the terms and subject to the conditions of this Agreement, in consideration of the aforesaid sale, conveyance, assignment, transfer and delivery to the Company of the Purchased Shares, the Company shall pay to Sellers the Per Share Purchase Price multiplied by the number of Purchased Shares being sold by the Sellers (the “Purchase Price”), which Purchase Price shall be paid by Company to Sellers in cash by wire transfer of immediately available funds to an account that the Seller shall designate in writing.
2Purchase Price. The aggregate consideration (the “Consideration”) to be paid by Xxxxx to Seller in respect of the Business acquired pursuant to this Agreement shall equal the Purchase Price plus the Assumed Obligations. The purchase price for the sale, assignment, conveyance, transfer and delivery of the Purchased Assets by Seller to Buyer shall be an amount equal to $1,400,000,000 plus or minus each of the following adjustments (the “Purchase Price”):
2Purchase Price. The aggregate purchase price for the Units (the “Purchase Price”) shall be an amount equal to the Equity Value as reflected on the Final Closing Statement.
2Purchase Price. (a) The total aggregate consideration for the Shares purchased by the Purchaser from the Sellers shall be Six Million Seven Hundred Fifty-Three Thousand and NO/100s Dollars ($6,753,000.00) subject to the increase, if any, pursuant to Section 2.4 (the "Purchase Price"). The Purchase Price, less the amounts to be paid under the Prior Stock Purchase Agreements, in accordance with Section 2.2(a)(ii) below, shall be paid to the Sellers at the Closing, as allocated below between the Sellers, in consideration of the transfer of each Seller's ownership of the Shares as set forth on Schedule 1. The portion of the Purchase Price allocated to Madden shall be payable to Madden in cash and the portion of the Purchase Price allocated to Xxxx shall be payable to Xxxx in a combination of cash and the real estate properties owned by First Guaranty listed on Schedule 2.2 (to the extent such real estate properties have not been sold prior to the Closing) (the "Transferred Real Estate"), and the cash portion of the Purchase Price payable to Xxxx shall be reduced by an amount equal to the Book Value of the Transferred Real Estate (the Book Value of each real estate property being shown on Schedule 2.2 and aggregating $863,997.00) transferred to Xxxx at the Closing. The Purchase Price shall be allocated between the Sellers as follows:
2Purchase Price. (a)As the purchase price for all of the Company Units (the “Purchase Price”), nine hundred thousand (900,000) shares of Common Stock (as defined in Section 2.3(d) hereof) of the Buyer (the “Buyer Common Stock”), which will be issued to Sellers in the amounts set forth on Schedule 1.1 under the caption “Shares of Buyer Common Stock.” The shares of Buyer Common Stock are restricted securities, as defined in Rule 144 of the Securities and Exchange Commission (the “SEC”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”). The current Capitalization Table of Buyer is included as Schedule 1.2.
