Company Purchase Price. 3.2.1. On the Closing Date, and subject to the terms and conditions of this Agreement, in consideration of the Sales, the Company Buyer will pay or cause to be paid a purchase price (the “Company Purchase Price”) consisting of the following components:
A. The assumption of the Company Assumed Liabilities;
B. The assumption or payment of the applicable Cure Amounts of the Company Business included in the Company Assumed Liabilities;
C. An amount equal to 100% of the principal and interest due and owing in respect of the DIP Loans under the DIP Agreement (after giving effect to the application of any cash collateral for the DIP Loans) to the DIP Lenders, which amount shall be payable solely as an offset against the Claims of the DIP Lenders in respect of the DIP Loans under the DIP Agreement (the “Credit Bid”), which Credit Bid is being paid in consideration of the Company Acquired Assets, the Company Sales Securities, the GM Acquired Assets and the GM Sales Securities; and
Company Purchase Price. 3.2.1. On the Closing Date, and subject to the terms and conditions of this Agreement, in consideration of the Sale, the Company, on behalf of the Company Buyer, will pay a purchase price (the “Company Purchase Price”) consisting of the following components:
A. The assumption of the applicable Assumed Liabilities of the Company Business;
B. The assumption or payment of the applicable Cure Amounts of the Company Business;
C. $1.00 (one dollar); and
D. The payment to Delphi (to be held either by Sellers, a trust or an agent, as determined by Sellers) of the Parnassus Class C Interest of Company Buyer, either directly or indirectly through one or more intermediaries.
3.2.2. The Company Purchase Price will be paid or delivered to the Person provided above.
3.2.3. Following the Closing, Company Buyer shall pay to a disbursement agent such amounts payable to the unsecured creditors of Delphi and the Filing Affiliates pursuant to the Plan of Reorganization as filed on the date of execution of this Agreement (without modification as to the consideration to be paid under this Section 3.2.3 unless consented to by Company Buyer), for distribution to such unsecured creditors on behalf of Delphi and the Filing Affiliates, subject to the terms, conditions and limits as set forth in the Plan of Reorganization, which payment to the disbursement agent shall only be made if the transactions contemplated hereby are consummated pursuant to a Plan of Reorganization.
3.2.4. 50% of certain Administrative Claims required to be paid in cash by the Filing Affiliates in connection with the Filing Affiliates' emergence from Chapter 11 pursuant to the Plan of Reorganization, including, certain professional fees and transaction costs not to exceed $15,000,000 in the aggregate (excluding the costs of solicitation of approval for the Plan of Reorganization).
Company Purchase Price. The aggregate consideration for the Transferred Shares shall be equal to:
(i) twenty seven million five hundred seventy eight thousand four hundred thirty one (27,578,431) euro (the “Company Base Purchase Price”);
(ii) reduced by the amount of the Closing Net Financial Indebtedness, or increased by the Closing Net Cash, as the case may be;
(iii) reduced by the amount of the Reference Company Working Capital;
(iv) increased by the amount of the Closing Company Working Capital; and
(v) reduced by the amount of the Closing Company Long Term Provision; as determined pursuant to Section 2.8 below (the “Company Purchase Price”); (with each of the adjustments, if any, resulting from the determinations required by the foregoing subsection (a) being referred to herein as a “Company Post-Closing Adjustment Amount” and the net aggregate amount of all such Company Post-Closing Adjustment Amounts being referred to herein as the “Company Net Post-Closing Adjustment Amount”).
Company Purchase Price. The "Company Purchase Price" shall mean $83,000,000, less:
Company Purchase Price. At the Closing, the Companies shall sell to the Purchaser, and Purchaser shall purchase from the Companies, pursuant to a Bxxx of Sale in substantially the form attached hereto as Exhibit A, all of the Companies right, title and interest in the Company Purchased Assets. The purchase price for the Company Purchased Assets shall be $187,471.00 (the “Company Purchase Price”). In the event that the cash located in the stores purchased by Purchaser pursuant to this Agreement and the Sale Agreement (the “Cash On Hand”) is less than $15,000 at Closing, then the Company Purchase Price shall be reduced by an amount equal to the difference between $15,000 and the Cash On Hand. The Company Purchase Price shall be paid as follows: (a) $99,895.10 shall be paid to the Companies, or their designee, at the Closing via wire transfer in immediately available funds in accordance with wire instructions to be provided by the Companies prior to Closing, (b) $25,000 shall be paid to Commercial Bldg Assoc. LLC, the owner of the Portsmouth Plant (as defined below), via wire transfer in immediately available funds in accordance with wire instructions to be provided by the Companies prior to Closing; and (c) an amount equal to the Virginia Property Tax Liability shall be paid by the Purchaser to the Commonwealth of Virginia, in satisfaction of the Companies’ Virginia Property Taxes, at the Closing via wire transfer in immediately available funds in accordance with wire instructions to be provided by the Companies prior to Closing.
Company Purchase Price. 3.2.1. On the Closing Date, and subject to the terms and conditions of this Agreement, in consideration of the Sales, the Company Buyer will pay or cause to be paid a purchase price (the “Company Purchase Price”) consisting of the following components:
A. The assumption of the Company Assumed Liabilities;
B. The assumption or payment of the applicable Cure Amounts of the Company Business included in the Company Assumed Liabilities;
C. An amount equal to 100% of the principal and interest due and owing in respect of the DIP Loans under the DIP Agreement (after giving effect to the application of any cash collateral for the DIP Loans) to the DIP Lenders, which amount shall be payable solely as an offset against the Claims of the DIP Lenders in respect of the DIP Loans under the DIP Agreement (the “Credit Bid”), which Credit Bid is being paid in consideration of the Company Acquired Assets, the Company Sales Securities, the GM Acquired Assets and the GM Sales Securities; and above.
D. 50% of professional fees (not to exceed $15,000,000 as the payment by the Company Buyer) that are Administrative Claims required to be paid in cash by the Filing Affiliates in connection with the Filing Affiliates' emergence from Chapter 11 pursuant to the Plan of Reorganization (excluding the costs of solicitation of approval for the Plan of Reorganization).
3.2.2. The Company Purchase Price will be paid or delivered to the Person provided
3.2.3. To the extent payable following the Closing, the Company Buyer shall pay to a
Company Purchase Price. (a) The consideration being paid by Buyer Sub, or on behalf of Buyer Sub, to the Qualified Sellers shall be upon the surrender of the Certificates as follows:
(i) 986,943 shares of Buyer Common Stock to be issued to the Qualified Sellers in the denominations set forth opposite each Qualified Seller’s name on Schedule I(c) (such shares, together with the shares issued pursuant to Section 2.03(b)(i), the “Buyer Shares”); and
(ii) cash in the aggregate amount of $154,061,160, without interest, payable in the amounts set forth opposite each Qualified Seller’s name on Schedule I(c).
(b) The consideration being paid by Buyer Sub, or on behalf of Buyer Sub, to the Nonqualified Sellers shall be cash in the aggregate amount of $400,000, without interest, payable upon the surrender of the Certificates in the amounts set forth opposite each Nonqualified Seller’s name on Schedule I(b). The total cash consideration being paid by Buyer Sub, or on behalf of Buyer Sub, to the Sellers pursuant to this Section 2.02 and to the Cashed-Out Holders pursuant to Section 2.03(b)(ii) is referred to herein as the “Closing Payment”; and the total consideration (consisting of both the Closing Payment and Buyer Shares issued pursuant to Section 2.02(a)(1) and to the Cashed-Out Holders pursuant to Section 2.03(b)(i)) being paid by Buyer Sub, or on behalf of Buyer Sub, to the Sellers pursuant to this Section 2.02 is referred to herein as the “Purchase Price.”
(c) All payments of cash pursuant to this Section 2.02 and pursuant to Section 2.03(b)(ii) shall be reduced by each Seller or Cashed-Out Holder’s, as applicable, portion of the Indemnification Escrow (as such amounts are set forth on Schedule IV hereto) and shall be made in immediately available funds by wire transfer to an account or accounts (the “Cash Purchase Price Accounts”) specified by the Cashed-Out Holders and Sellers at least two (2) Business Days prior to the date such payments are to be made.
Company Purchase Price. The purchase price for the Stock (the "Company Purchase Price") shall be the Initial Company Purchase Price, less Two Hundred Fifty Thousand Dollars ($250,000), plus the Partnership Balance Sheet Adjustment (or minus, if negative), less any adjustment required under Section 2.6 to account for Potential Environmental Liabilities at the Facilities of Seller Entities other than the LLC, and is subject to post-Closing adjustment as described in Section 2.4. The Company Purchase Price shall be payable as follows:
Company Purchase Price. The sum of One Million Dollars ($1,000,000) (the "Company Purchase Price") to be paid in cash shall be delivered to the Company at the Closing; provided however, that the Purchaser shall be entitled to deduct from the Company Purchase Price those sums as listed on Exhibit 2.2, in order to directly pay the debts of the Company to the corresponding creditors listed on Exhibit 2.2 (the "Company Closing Payment").
Company Purchase Price. 7.1.1 The purchase price to be paid as consideration of the sale and transfer of the Shares (the “Company Purchase Price” or the “Purchase Price”) shall be equal to a) a fixed amount of EUR 177,500,000 (in words: Euro one hundred seventy-seven million five hundred thousand);
