Closing Purchase Price. Buyer shall have delivered the Closing Purchase Price in accordance with Section 2.5.
Closing Purchase Price. (a) The closing (the “Closing”) of the purchase and sale of the Transferred Assets and the assumption of the Assumed Liabilities shall be held at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, 000 Xxxxxxxxxx Xxx., Xxxx Xxxx, Xxxxxxxxxx, at 6:00 a.m., San Francisco time on the third business day after and excluding the date on which the conditions to Closing set forth in Article VIII hereof (other than those conditions which by their nature are to be satisfied concurrently with the Closing) shall have been satisfied or waived or at such other place, time and date as agreed in writing by Purchaser and the Seller. The date on which the Closing shall occur is hereinafter referred to as the “Closing Date.” The Closing shall be deemed to occur as of the close of business on the Closing Date.
(b) In consideration of the transfer of the Transferred Assets to Purchaser, and in reliance on the representations and warranties of Seller and the Canadian Subsidiary contained in this Agreement, at the Closing, Purchaser shall (i) pay Seller and the Canadian Subsidiary the aggregate amount of Eighty-Two Million Dollars ($82,000,000), which amount shall be adjusted as provided in this Section 2.4, Section 2.8 and Section 2.12(a), in cash (the “Cash Consideration”) by wire transfer of immediately available funds to an account or accounts designated in writing by Seller no later than one business day prior to Closing and (ii) assume the Assumed Liabilities.
(c) All expenses and other liabilities arising from the North America Business up until the close of business on the Closing Date, including assessments levied against the Transferred Assets, salesperson advances, property and equipment rentals, amounts owing under the Canadian Lease, sales taxes, applicable copyright or other fees, sales and service charges, and similar prepaid and deferred items shall be prorated between Purchaser, on the one hand, and Seller and the Canadian Subsidiary, on the other hand, in accordance with the principle that Seller and its Affiliates shall be responsible for all expenses, costs and liabilities allocable to the conduct of the North America Business for the period prior to the close of business on the Closing Date, and Purchaser shall be responsible for all expenses, costs and liabilities allocable to the conduct of the North America Business for the period after the close of business on the Closing Date; provided that, Seller and its Affiliates shall be solely responsible for...
Closing Purchase Price. The consideration payable by the Purchaser to IAMGOLD for the Purchased Shares shall be: (a) an amount equal to US$500 million, plus (i) the amount, if any, of the Estimated Closing Cash, minus (ii) the amount, if any, of the Estimated Closing Debt, plus or minus (as the case may be) (iii) the amount, if any, of the Estimated Closing Niobec Tax Liability (where, if the Estimated Closing Niobec Tax Liability is a positive amount, such amount shall be subtracted and if it is a negative amount, the absolute value of such amount will be added), and plus or minus (as the case may be) (iv) the amount, if any, by which the Estimated Closing Capex Spend Amount is greater than the Target Capex Spend Amount, in which case the amount of such excess shall be added or the amount, if any, by which the Estimated Closing Capex Spend Amount is less than the Target Capex Spend Amount, in which case the amount of such deficiency shall be subtracted, and (v) the amount, if any, by which the Estimated Closing Net Working Capital is greater than the Target Net Working Capital, in which case the amount of such excess shall be added or the amount, if any, by which the Estimated Closing Net Working Capital is less than the Target Net Working Capital, in which case the amount of such deficiency shall be subtracted, and, in the case of each of (i), (ii), (iii), (iv) and (v), as adjusted pursuant to Section 2.5. Such net amount prior to being adjusted pursuant to Section 2.5.1 is herein called the “Estimated Closing Purchase Price” and as adjusted pursuant to Section 2.5.1 is herein called the “Closing Purchase Price”; and (b) the Rare Earth Contingent Payment. For certainty, it is the Parties’ intention that each of the foregoing adjustments is mutually exclusive and is to be made without duplication.
Closing Purchase Price. On or before the date that is three (3) Business Days prior to the anticipated Closing Date (but no earlier than the date that is seven (7) Business Days prior to the anticipated Closing Date), Seller shall prepare and deliver to Purchaser a statement (the “Closing Purchase Price Statement”), setting forth (a) the Estimated Closing Working Capital, (b) the Estimated Closing Indebtedness (including the portion thereof, if any, comprising Funded Indebtedness), (c) the Estimated Closing Cash, (d) the Estimated Transaction Expenses and (e) the resulting calculation of the Purchase Price as of the Closing Date (such calculation, the “Closing Purchase Price”), together with reasonable supporting detail. The Closing Purchase Price Statement shall be accompanied by a certificate of an executive officer of Seller (x) stating that the Closing Purchase Price Statement has been prepared in accordance with this Agreement, including the Accounting Principles and the definitions set forth herein and (y) setting forth the amount due to, and bank wire instructions for, each Person entitled to any payment at Closing pursuant to Section 2.5(d). Following delivery of the Closing Purchase Price Statement, Seller shall afford Purchaser and its Representatives reasonable access, upon reasonable notice and during normal business hours, to the books and records to the extent related to the preparation of the Closing Purchase Price Statement and to Seller’s and its Affiliates’ appropriate personnel involved in the preparation of the Closing Purchase Price Statement. Seller shall consider in good faith any reasonable comments Purchaser has to the Closing Purchase Price Statement and, to the extent Seller reasonably deems it to be appropriate, revise the Closing Purchase Price Statement to reflect such comments. Any such revised Closing Purchase Price Statement shall constitute the Closing Purchase Price Statement for all purposes of this Agreement.
Closing Purchase Price. 5 2.1 Closing Date and Place................................................................... 5 2.2
Closing Purchase Price. Seller Representative shall prepare and deliver to Buyer a settlement statement (the “Closing Date Statement”) no later than three Business Days prior to Closing which shall set forth the Purchase Price, each adjustment Sellers propose to be made to the Purchase Price pursuant to Section 2.04, as applied at the Closing Date, each of which shall be calculated using the best information available as of the date or dates immediately preceding the Closing and using commercially reasonable efforts to accurately reflect the Purchase Price adjustments set forth in Section 2.04, and the resulting adjusted Closing Purchase Price, along with supporting documentation reasonably necessary to support Sellers’ calculations. The Closing Date Statement shall also include the wire transfer instructions for the account of Manager to which Buyer is to pay the Closing Purchase Price (less the Deposit) at Closing. Buyer shall have the right to review and comment on the Closing Date Statement prepared by Seller Representative; provided, Buyer delivers any comments to Seller Representative at least one Business Day prior to Closing, and any failure by Buyer to comment or object to the Closing Date Statement shall in no way limit, waive or preclude Buyer’s right to raise any comments or objections with respect to the Final Settlement Statement. After such review by Buyer, Seller Representative shall finalize the Closing Date Statement which shall be used to determine the Closing Purchase Price.
Closing Purchase Price. The closing of the Transactions (the ----------------------- "Closing") shall take place at Levinson, Miller, Xxxxxx & Xxxxxxxx, 0000 Xxxxxxx Xxxx Xxxx, Xxx Xxxxxxx, Xxxxxxxxxx 00000, at 10:00 a.m., local time, on the date on or prior to June 30, 1997 which is five (5) business days after all of the conditions specified in Article 6 (other than those which are to be satisfied at the Closing) have been satisfied or waived in writing or such other date, prior to the Termination Date, as the parties may agree (the "Closing Date"). At the Closing, each of the parties shall deliver such bills of sale, assignments, assumptions of liabilities and other instruments and documents as are described in this Agreement or as may be otherwise reasonably requested by the parties and their respective counsel. The purchase price for the Meridian Assets and the Meridian Business (the
Closing Purchase Price. The Closing Purchase Price (the "Closing Purchase Price") shall be paid or delivered by Buyer at Closing in the following manner:
(a) Subject to adjustment pursuant to Section 3.4 hereof, Buyer shall deliver an amount not to exceed the difference between Seven Hundred Thousand Dollars ($700,000) and the outstanding Indebtedness (the "Cash Funds") in immediately available funds in the form of cash, cashier's check or wire transfer; and
(b) Buyer shall deliver 5,300,000 shares of newly issued shares of common stock, par value $2.00 per share, of Buyer (the "VDC Shares") in accordance with the provisions of Section 3.3; and
(c) Buyer shall satisfy of the Indebtedness.
Closing Purchase Price. Not less than three (3) Business Days prior to the anticipated Closing Date, Seller shall prepare and deliver to Purchaser a written statement (the “Estimated Closing Statement”) setting forth Seller’s good faith estimate of (a) Cash as of immediately prior to the Closing, (b) Indebtedness as of immediately prior to the Closing, (c) Net Working Capital as of the Benchmark Time, (d) Transaction Expenses as of immediately prior to the Closing and (e) the resulting calculation of the Purchase Price (such amount, the “Closing Purchase Price”), in the case of each of (a) through (e), prepared in accordance with this Agreement, including the Accounting Principles. During the period after delivery of the Estimated Closing Statement and prior to the Closing, Purchaser and its Representatives shall (i) be permitted reasonable access, during normal business hours and without undue interruption of the business of Seller and its Affiliates to review the Acquired Companies’ books and records (including work papers, schedules memoranda and other documents but excluding attorney-client privileged communications and books and records where access to such books and records is prohibited by applicable Legal Requirements) pertaining to or used in connection with the preparation of the Estimated Closing Statement. Seller shall consider in good faith any reasonable comments made by Purchaser in respect of the computations of set forth in the Estimated Closing Statement; provided that the failure of Seller to implement any comments made by Purchaser for any reason shall not delay or otherwise prevent the Closing, and, to the extent of any dispute regarding Purchaser’s comments, Seller’s computations shall be conclusive for purposes of determining the Closing Purchase Price, but shall be subject to adjustment, and the right of Purchaser to raise any objections thereto, after the Closing pursuant to Section 2.4.
Closing Purchase Price. The closing of the Transactions (the "Closing") shall take place at Xxxxxx, White & Xxxxxx, 0000 Xxxxx Xxxxxxxxxx Xxxxxxxxx, Xxxxx 000, Xxxxxx Xxxxx, XX 00000, at 10:00 a.m., local time, on or before September 30, 1997, (the "Closing Date"). At the Closing, each of the parties shall deliver such bills of sale, assignments, assumptions of liabilities, opinions and other instruments and documents as are described in this Agreement or as may be otherwise reasonably requested by the parties and their respective counsel. The purchase price for the Diablo Assets and the Diablo Business (the "Purchase Price") shall be an amount equal to $40,500,000, plus an amount equal to the sum of the Interim Adjustment and Prepaid Expenses and deposits and minus an amount equal to the sum of (i) the Diablo Nonassumed Obligations, if any, which ATS agrees to assume at the request of Diablo and (ii)
