Consideration and Closing. 10 4.1 Cash Portion . . . . . . . . . . . . . . . .. . 10
Consideration and Closing. 3 4.1. Transcell Securities ........................................................... 3 4.2. Exchange of Certificates Representing Capital Stock ............................ 6 4.3. Adjustment of Merger Consideration ............................................. 7 4.4. Dissenting Transcell Shareholders .............................................. 7 4.5. The Closing .................................................................... 8
Consideration and Closing. A. In consideration of the transfer of the Assets, and of the lease of the Leased Rights, District shall at the Closing pay to the Title Company the sum of Nine Hundred Thousand Dollars ($900,000) in good funds, plus an amount necessary to fund the repayment of all the Utility’s borrowed funds as set forth in the forgoing Section. The Title Company shall disburse funds for Sellers’ costs including the title insurance policy and all obligations necessary to allow transfer of assets pursuant to the provisions of Section Four B., including payoff of the Utility’s lenders as set forth in the forgoing Section, and any obligations attaching to any water rights (excluding the Club’s senior water rights) as well as the normal sellers closing costs. The remaining funds shall be disbursed to the Utility and Club jointly. The Closing shall take place at GSV Title Services in Ruidoso, New Mexico (the Title Company).
B. At the Closing, Utility and Club shall convey to District good and marketable title to the Assets, free and clear of liens and encumbrances, by Warranty Deed, and the leasehold estate on the Leased Rights.
C. Marketable title to the real estate to be conveyed will be confirmed by the following procedure:
1. At least 60 days prior to the Closing, Utility and Club shall obtain, at the Club’s cost, a binder of a blanket policy of title insurance on the real estate and appurtenances, the utility owned site for a future water treatment plant, the Wastewater Treatment Plant (including lift stations feeding it), the Utility’s Office Building, the Club owned Field Office and Yard, and solid waste site, well sites (including xxxxx), tank sites (including tanks); easements on which xxxxx and lift pump stations are constructed; and the well easement granted by the High Mesa RV Park (the Real Estate) in the amount of $1, 500,000.00. The cost of surveys required to eliminate boundary exceptions shall be shared equally between District and Club.
2. In the event any bona fide defects of title which would render the title to the Real Estate unmarketable are discovered in the preparation of the title insurance binder by the Title Company, then Utility/Club shall have a reasonable time, not to exceed thirty (30) days from the date of receipt of written notice specifying such defect, within which to cure the same so that the Title Company agrees to insure title without any exception as to such defect, failing which, District, at District’s sole discretion, shall have the ...
Consideration and Closing. 2.1 At the closing on January 17, 1997, and in full consideration for the assignment, transfer and delivery to the Purchaser, the Purchaser will deliver to the corporation, any and all of the common stock of Net Lnnx, Inc. owned by the Purchaser, plus any and all options or other rights to the 1,250,000 shares of Communications/USA, Inc. common stock, payable as follows at Closing:
a. The sum of $25,000 in cash; and
b. A Promissory Note, carrying an interest rate of 7% per annum, for a total of $475,000, payable as follows:
1) Twelve payments of $9,000 per month, payable on the first of each month, beginning on March 1, 1998; and
2) Twelve payments of $12,000 per month, payable on the first of each month beginning on March 1, 1998; and
3) A balloon payment on March 1, 1999 of the balance due as of such
c. Closing shall be held in escrow pending the written approval of the Board of Directors of the Corporation and the majority of the shareholders of the Corporation at a duly noticed and scheduled meeting of the shareholders of the Corporation. Until said approval is obtained and delivered to the Purchaser, the payments due to the Corporation under the Promissory Note shall be abated. The purchaser shall deliver the $25,000 cash payment to the Corporation upon execution of this Agreement.
2.2 In addition, Net Lnnx, Inc. shall accept the assignment of all computer leases and the non-residential real estate lease, and shall be obliged to pay all such sums due under said leases. Purchaser shall assume the liabilities of Communications/USA, Inc. as specifically set forth on the attached Exhibit "A". The liabilities set forth on Exhibit "A" shall be paid by the Purchaser beginning March 1, 1997, by the set-off each moth, for a period of five (5) months, the sum of $5,000.00 against the monthly payments due to the Corporation under the Promissory Note as set forth in Section 2.1 of this Agreement. Communications/USA, Inc. shall also be released from the Consulting Agreement between Communications/USA, Inc. and Robert C. Hackney, a copy of wxxxx xx xxxxxxxx hereto as Exhibit "B". Net Lnnx, Inc. shall also be liable for any non-residential real property leases in the name of Communications/USA, Inc. for any real property in Palm Beach County, Florida.
2.3 The parties further agree that Raul E. Balsera, who has acted xx Xxxxx Xxxxxcial Officer for both Communications/USA, Inc. and Net Lnnx, Inc. will provide all necessary financial information of Communications/USA, ...
Consideration and Closing. The purchase price for the Shares and Creditor’s Right is in an aggregate of USD$1 (the “Purchase Price”) as following Table III, and after the execution of this Agreement, the purchase and sale of the 10,000 shares in AHI Film Inc. shall be held on January 1, 2017 (the “Closing”): 10,000 shares in AHI Film Inc. $1
Consideration and Closing. The purchase price for the Shares and Creditor’s Right is in an aggregate of USD$1 (the “Purchase Price”) as following Table III, and after the execution of this Agreement, the purchase and sale of the 10,000 shares in AHI Records Inc. shall be held on January 1, 2017 (the “Closing”): 10,000 shares in AHI Records Inc. $1
Consideration and Closing. The total consideration for the Casino Assets shall be the sum of the considerations set forth in Sections
4.1 4.2 and 4.3:
4.1 Cash Portion The cash portion of the purchase price shall be $26,500,000, which shall be payable as follows:
(a) Credit to the Purchaser for the assumption by Purchaser of the principal balance owing as of the Closing Date of the senior secured Promissory Note from Seller to Credit Suisse First Boston Mortgage Capital, L.L.C. or any affiliate, successor, assignee or designee thereof (hereinafter referred to as the "Lender") in the original principal amount of $19,000,000 executed in the financing transaction described in Section 8.1(e) and
Consideration and Closing. The purchase price for the Shares is in an aggregate of NTD$10,500,000 (the “Purchase Price”) as following Table III, and after the execution of this Agreement, the purchase and sale of the 300,000 shares in Da Ren International Insurance Brokers Co.,Ltd shall be held on April 1, 2017 (the “Closing”): 300,000 shares in Da Ren International Insurance Brokers Co.,Ltd NTD$10,500,000
Consideration and Closing. The consideration for the US Assets shall be paid, and the purchase and sale transactions contemplated hereby ("Contemplated Transactions") shall be consummated, in accordance with the provisions of the Purchaser Agreement.
Consideration and Closing. The total consideration for the Casino Assets shall be the sum of the considerations set forth in Sections 4.1, 4.2 and 4.3:
