Amount; Delivery. In addition to Buyer’s assumption of the Assumed Obligations, Buyer shall pay to Seller the consideration as follows (the “Purchase Price”), subject to adjustment as provided in Section 3.3 hereof, which Purchase Price shall be remitted by Buyer to Seller in the following manner:
(a) $4,000,000 in cash (the “Cash Payment”) to Seller on the Closing Date (subject to adjustment as provided further in this clause (a)), all of which shall be paid by check or by wire transfer of immediately available funds to an account of Seller as designated in writing by Seller to Buyer not more than three (3) Business Days prior to the Closing Date or at such other date and time as may be agreed upon by both parties. The Cash Payment will be (1) reduced by the amount of the Earnings Before Interest, Taxes, Depreciation and Amortization (“EBITDA”) of the Business beginning September 1, 2005 through the Closing Date determined in accordance with Seller’s current GAAP and business management practices (e.g. monthly recognition of deferred revenue), (2) reduced by an amount equal to the lesser of (A) the amount, if any, by which the interest earned on the escrowed funds referenced below during the period between August 31, 2005 and the Closing is less than the imputed interest on such escrowed funds for the same period, calculated at the prime rate of interest quoted in the Wall Street Journal on August 31, 2005 plus 1% or (B) $10,000.00 and (3) increased by the amount of any approved cash capital expenditures incurred by the Business from September 1, 2005 through the Closing Date. The calculation of EBITDA will reflect a reduction of earnings attributable to payment of the management fees paid pursuant to Article IV. Simply as evidence that Buyer has funds available to make the Cash Payment at Closing, on or before August 31, 2005, Buyer shall deposit the Cash Payment in an escrow account pursuant to an escrow agreement in form and substance satisfactory to both Buyer and Seller.
(b) A non-interest bearing promissory note (the “Promissory Note”) in the amount of $1,200,000.00 payable to Seller due in twelve monthly payments of $100,000 each beginning March 1, 2007 as evidenced by a copy of such Promissory Note attached hereto as Exhibit A. The Promissory Note shall be secured by a lien on the Assets subject to customary subordination provisions required by Buyer’s senior lender.
Amount; Delivery of the Agreement shall be amended and restated in its entirety and shall read as follows:
Amount; Delivery. The purchase price ("Purchase Price") for the ---------------- Stock, the Noncompetition Agreements and all other rights and obligations contemplated hereunder shall be One Million Nine Hundred Thousand Dollars ($1,900,000), as adjusted pursuant to Section 3.2 hereof. At the Closing, ninety percent (90%) of the Purchase Price, as adjusted, shall be remitted by Buyer to Seller in the following manner:
(a) $1,800,000 in cash (the "Cash Payment") as adjusted pursuant to Section 3.2 below, less ten percent (10%) of the Purchase Price as provided in Section 3.3 below, shall be paid to the Sellers one-third each by wire transfer of immediately available funds to the respective accounts of the Sellers as designated in writing by Sellers to Buyer not more than three (3) Business Days prior to the Closing Date; and
(b) $100,000 in cash ("Noncompete Payment") on the Closing Date, which shall be paid to the Sellers as follows in proportion to their respective ownership of Stock by wire transfer of immediately available funds to respective accounts of the Sellers as designated pursuant to Section 3.1(a) above: Xxxxx X. Xxxxx, Xx. $33,333.34 Xxxxxxx X. Xxxxx $33,333.33 Xxxxx Xxxxxx Xxxx $33,333.33
Amount; Delivery. In addition to Purchaser’s assumption of the Assumed Obligations, at the Closing, Purchaser shall pay to Sellers an amount in cash equal to $1,001,028.42 (the “Purchase Price”). Sellers and Purchaser have agreed to allocate the Purchase Price in the manner and as provided in the Purchase Price Allocation Schedule (including payments to third parties) as set forth on Schedule 3.1.
Amount; Delivery. In addition to Buyer’s assumption of the Assumed Obligations, Buyer agrees to deliver to Xxxxxx the consideration as follows (the “Purchase Price”), which Purchase Price shall be remitted by Buyer to Xxxxxx, in the following manner:
(a) $25,000 in cash (the “Xxxxxx Cash Payment”) to Xxxxxx on the date hereof, the receipt and sufficiency of which is hereby acknowledged by Xxxxxx;
(b) $25,000 in cash (the “Xxxxxx Noncompetition Payment”) to Xxxxxx on the date hereof, constituting the consideration payable to Xxxxxx under the Noncompetition and Nonsolicitation Agreement to which Xxxxxx is a party, the receipt and sufficiency of which Xxxxxx hereby acknowledges; and
(c) a promissory note (the “Note”) in the amount of $60,000 on the date hereof.
Amount; Delivery. In addition to Buyer’s assumption of the Assumed Obligations, Buyer shall pay to Seller the consideration as follows (the “Purchase Price”), subject to adjustment as provided in Section 3.3 hereof, which Purchase Price shall be remitted by Buyer to Seller in the following manner:
(a) $530,000 in cash (the “Cash Payment”) to Seller on the Closing Date, $439,637.50 of which shall be paid by check or by wire transfer of immediately available funds to an account of Seller as designated in writing by Seller to Buyer not more than three (3) Business Days prior to the Closing Date and $90,362.50 of which shall be paid by wire transfer to Xxxxx Fargo Bank Texas, N.A. for the payment and release of the security interests on the Assets held by Xxxxx Fargo Bank Texas, N.A., which release shall be filed of record no later than three (3) Business Days following the Closing Date;
(b) $70,000 in cash (the “Shareholder Noncompetition Payment”) to Seller on the Closing Date, constituting the consideration payable to Shareholder under the Noncompetition and Nonsolicitation Agreement to which Shareholder is a party which shall be paid by check or by wire transfer of immediately available funds to an account of Seller as designated in writing by Seller to Buyer not more than three (3) Business Days prior to the Closing Date;
(c) $50,000 in cash, subject to adjustment pursuant to Section 3.4 hereof, to be delivered at the time specified in Section 3.4 (the “Cash Holdback”); and
(d) 640,000 shares of common stock of Buyer to Seller on February 15, 2005, subject to the provisions in Article IV and subject to adjustment pursuant to Section 3.3 (the “TLL Shares “), which TLL Shares Buyer and Seller agree have an aggregate value of $640,000.
Amount; Delivery. The undersigned hereby subscribes for ___________ shares of Preferred Stock and Warrants to purchase _________shares of Common Stock pays herewith funds in the amount of ______________________.
Amount; Delivery. At the Closing, in addition to Buyer's assumption ---------------- of the Assumed Obligations, Buyer shall pay to Seller the consideration as follows (the "Purchase Price"), subject to adjustment as provided in Section 3.3 hereof, which Purchase Price shall be remitted by Buyer to Seller in the following manner:
(a) $1,950,000 in cash (the "Cash Payment") on the Closing Date, which shall be paid by wire transfer of immediately available funds to an account of Seller as designated in writing by Seller to Buyer not more than three (3) Business Days prior to the Closing Date;
(b) $50,000 in cash ("Noncompete Payment") on the Closing Date, which shall be paid by wire transfer of immediately available funds to an account of Seller (as designated pursuant to Section 3.1(a) above) for the benefit of the parties to the Noncompetition Agreement, or as directed by Seller for the parties to the Noncompetition Agreement, in consideration of the execution and delivery of the Noncompetition Agreement; and
(c) the issuance of the Note.
Amount; Delivery. At the Closing, in addition to Buyer's assumption ---------------- of the Assumed Obligations, Buyer shall pay to Seller the consideration as follows (the "Purchase Price"), subject to adjustment as provided in Section 3.3 hereof, which Purchase Price shall be remitted by Buyer to Seller in the following manner:
Amount; Delivery. The aggregated consideration to be paid by Ludlow to Lydall for the Assets and the Business shall be Fifteen Million United States Dollars ($15,000,000) (the "Purchase Price"), plus the assumption of the Assumed Liabilities. The Purchase Price shall be paid by Ludlow to Lydall at the Closing as follows: Ludlow shall pay to Lydall Fifteen Million Dollars ($15,000,000) by wire transfer of immediately available funds to the account or accounts designated in writing by Lydall on the Closing Date.
