Consideration at Closing. As consideration for the execution of this Agreement and the performance hereunder by Rancon, DLS and the General Partners, and in consideration of the rights which Glenborough will acquire pursuant to the Management Agreement, Glenborough shall deliver to the General Partners the following consideration, all to be delivered at the Closing except the cash payment described in section 2.a.iv shall be paid as provided in Section 2.b below:
i. Cash payable directly to Rancon employees Xxxx Xxxxxxx-$119,700; Xxx Storrasli-$131,250; and Xxxxxx Xxxxxxxxxxx-$562,300 as consideration for their respective covenants not to compete with Glenborough, in total amount of . .$813,250.00
ii. Assumption of the Debt of the Xxxxxx Xxx Xxxxxxxxxx Family Trust dated December 10, 1987 to Mitsui Bank (with interest paid current to Closing) . . 1,715,000.00
iii. Cash payable to the DLS Trust 1,000,000.00
iv. Cash payable to DLS Trust as provided in Section 2.b. below . . . . . . . . . . 1,900,000.00
v. Note payable to the DLS Trust (term - 24 months; equal monthly payments without interest, commencing February 1, 1995) . . . . . . . . . . 1,566,000.00 TOTAL . .. . . . . . . . . . $6,994,250.100 b. Payment of Section 2.a.,iv Cash. Under separate agreement, Glenborough has agreed to purchase the assets of Rancon Current Yield 12+ L.P. ("Fund 12") on or before September 30, 1995 for the sum of ONE MILLION EIGHT HUNDRED THIRTY THOUSAND DOLLARS ($1,830,000). The $1,900,000 cash portion of the consideration provided for in Section 2.a.iv, above, ,shall be paid upon closing of the transaction described in the preceding sentence. Should that transaction not close on or before September 30, 1995,Glenborough shall pay said $1,900,000 cash to the DLS Trust, on October 2, 1995 and shall not thereafter be obligated to purchase the Fund 12 assets pursuant to the separate agreement providing for such purchase.
Consideration at Closing. As full payment for the transfer of the Assets to ESSXSPORT, ESSXSPORT shall deliver as soon after the Closing is concluded, 50,000 shares of ESSXSPORT's common stock,__[having a par value of $_ _$.050_ _ per share,]__ which must be issued as follows: _ Pacific Mat, Inc _. ESSXSPORT and PACIFIC MAT intend the stock to be characterized as Section 144 restricted shares under the provisions of the applicable Internal Revenue Code. #5 ACCOUNTS RECEIVABLE Selling Parties will deliver to ESSXSPORT on the closing date a schedule of all accounts receivable and their amounts, together with a correct and complete aging of these accounts, and a schedule of all inventories of raw materials, work in process, finished goods, and supplies of PACIFIC MAT and Subsidiary, and the cost of each of these items, as of the last business day before the closing date.
Consideration at Closing. As consideration for the 25% Stake, Buyer, at the Closing, shall pay to Seller, in cash, by wire transfer of immediately available funds an amount equal to FIVE HUNDRED THOUSAND DOLLARS OF THE UNITED STATES OF AMERICA (US$500,000) (the “Cash Consideration”).
Consideration at Closing. At the Closing, subject to the terms and conditions hereof and subject to adjustment as set forth in Section 2.4 hereof:
(a) UOL shall cause to be delivered to Purchaser certificates representing the Ivy Shares, together with stock powers duly endorsed in blank for the transfer of the Ivy Shares to Purchaser, and, if applicable, with all necessary transfer taxes paid or other revenue stamps affixed thereto;
(b) Purchaser shall deliver to UOL by check or wire transfer the sum of $25,000.00; and
(c) Ivy shall execute the $420,919.97 promissory note in favor of UOL attached hereto as Exhibit A.
Consideration at Closing. As full payment for the transfer of the Shares by Shareholders to Pathways, in accordance with the provisions of Section 8 (Closing provisions), Pathways must deliver the following:.
2.3.1. On the Closing Date or as expeditiously as reasonably possible, the number of shares of Pathways Common Stock, having a par value of $0.01 per share, determined by dividing the market price of Pathways Common Stock into One-Million Five Hundred Thousand Dollars ($1,500,000.00). The market price for the shares of Pathways Common Stock for this purpose will be the closing price for such stock on the NASDAQ Stock Exchange on the day immediately preceding the Closing Date ("Closing Date Market Price"). These shares shall be allocated to the Shareholders as follows:
(a) Xxxxx Xxxxxx shall receive the number of shares of Pathways Common Stock determined by dividing the Closing Date Market Price of Pathways Common Stock into One Million Twenty Thousand Dollars ($1,020,000.00). Of these shares, the number of shares of Pathways Common Stock determined by dividing the Closing Date Market Price into Eight Hundred Fifty Thousand Dollars ($850,000.00) shall be registered on Form S-3 with the Securities and Exchange Commission ("SEC") pursuant to the Securities Act of 1933, as amended, as expeditiously as reasonably possible and the remaining number of shares of Pathways Common Stock determined by dividing the Closing Date Market Price into One Hundred Seventy Thousand ($170,000) shall not require the filing of a Form S-3, registration statement or similar document. Pathways will take every reasonable step possible to ensure that the registered shares are filed as soon as possible after Pathways' SEC counsel has received an executed copy of this Agreement. .
(b) Xxx Xxxxx shall receive the number of shares of Pathways Common Stock determined by dividing the market price of Pathways Common Stock (as determined above) into Four Hundred Fifty Thousand Dollars ($450,000.00). Of these shares, the number of shares of Pathways Common Stock determined by dividing the Closing Date Market Price into One Hundred Thousand Dollars ($100,000.00) shall be registered on Form S-3 with the SEC pursuant to the Securities Act of 1933, as amended, as expeditiously as reasonably possible, and the remaining number shares determined by dividing the Closing Date Market Price into Three Hundred Fifty Thousand Dollars ($350,000.00) shall not require the filing of a Form S-3, registration statement or similar d...
Consideration at Closing. (a) At or before Closing Buyer shall pay the following into Escrow for payment by Escrow to the lenders described below:
(i) $137,278.01, as payment by Buyer of all outstanding principal and other charges to July 3, 2000 under the loan by City National Bank (Loan 20967/2304), plus daily interest in the amount of $43.43 per day through the Closing Date.
(ii) $43,091.34, as payment by Buyer of all outstanding principal and other charges to June 30, 2000 under the loan by the United States Small Business Administration/Pacific Bank (Loan 7646523003), plus daily interest in the amount of $4.67 per day through the Closing Date.
Consideration at Closing. At the Closing, subject to the terms and conditions hereof and subject to adjustment as set forth in Section 2.4 hereof:
(a) the Stockholder shall cause to be delivered to UOL certificates representing the Ivy Shares, together with stock powers duly endorsed in blank for the transfer of the Ivy
Consideration at Closing. At closing, the Buyer shall deliver to the Seller the payment to be made at Closing.
Consideration at Closing. At the Closing, Buyer shall pay and/or deliver to the Sellers in the manner set forth below, the following consideration (such consideration, the “Closing Consideration”). The total Closing Consideration for the Interests shall be equal to $136,725,000 (the “Consideration”) to be paid as follows:
Consideration at Closing. (a) No later than twenty (20) days prior to the anticipated Closing Date, the SP Parties shall deliver to the Retrocessionaire a statement in the form of Exhibit D hereto with such information as the Retrocessionaire may reasonably require to verify the calculations therein (the “Closing Statement”) setting forth the SP Parties’ good faith estimate of the Initial Funds Withheld Account Balance (which shall be equal to the Estimated Net Premium) (the “Estimated Initial Funds Withheld Account Balance”), the Estimated Interim Paid UNL, the Estimated Roll 1008797259v13 Forward Premium Adjustment, the Estimated Net Premium, the Estimated Initial SINT Trust Funding Amount, the Estimated Initial Lloyd’s Trust Funding Amount, the Additional Premium, the Returned Premium and the Estimated Reserve Redundancy, in each case as of the Effective Date.
(b) As consideration for the reinsurance by the Retrocessionaire of the SINT Contracts under the SINT Business LPT Agreement, on the Closing Date, (and to be adjusted under Section 2.4) an amount equal to the Estimated Net SINT Premium shall be payable to the Retrocessionaire by the SP Retrocedent, and as consideration for the reinsurance by the Retrocessionaire of the SP Lloyd’x Xxxxxxxs under the SP Lloyd’x XXX Xxxeement, on the Closing Date, an amount equal to the Estimated Net SP Lloyd’x Xxxxxxx shall be payable to the Retrocessionaire by Sirius International Syndicate 1945 at Lloyd’s. Such liability for the Estimated Net SINT Premium and the Estimated Net SP Lloyd’x Xxxxxxx shall be recognized (i) by SP Retrocedent, on behalf of the Retrocessionaire, recognizing in the Funds Withheld Account in an amount equal to the Estimated Net SINT Premium plus the Roll Forward Premium Adjustment under the SINT Business LPT Agreement, and (ii) by Sirius International Syndicate 1945 at Lloyd’s, on behalf of the Retrocessionaire, recognizing in the Funds Withheld Account in an amount equal to the Estimated Net SP Lloyd’x Xxxxxxx plus the Roll Forward Premium Adjustment under the SP Lloyd’x XXX Xxxeement.
