Consideration for Assets. (a) Subject to the terms of this Agreement and in reliance on the representations, warranties and covenants of Seller contained herein, and as full consideration for the Assets, Purchaser hereby agrees to pay to Xxxxxx "book value" of the Assets net of Assumed Liabilities (as defined in Section 1.5) and certain reserves identified on Schedule 1.4 attached hereto, subject to adjustment as set forth below. The parties acknowledge that Schedule 1.4 shall serve to illustrate how the parties calculated the Preliminary Purchase Price (defined below), which is subject to post-Closing adjustments. Specifically, Purchaser hereby (i) pays to Xxxxxx the sum of $1,525,562 (the "Preliminary Purchase Price"), of which $1,005,854 is being paid to Xxxxxx (or, at the request of Xxxxxx, to IBJ Whitehall Business Credit Corporation on Xxxxxx'x behalf) by wire transfer of immediately available funds, and the remaining $519,708 of which shall be paid pursuant to the terms of a subordinated promissory note of Newco (the "Note") substantially in the form of Exhibit C attached hereto, and (ii) assumes the Assumed Liabilities (as defined in Section 1.5). Except as specifically provided in Section 1.5, Purchaser shall not assume or be responsible for any liabilities or obligations of Seller of any nature whatsoever. The debt evidenced by the Note shall be secured pursuant to the Subordinated Security Agreement (the "Security Agreement") substantially in the form of Exhibit D attached hereto. The Preliminary Purchase Price shall be subject to post-Closing adjustment as set forth below in this Section 1.4.
(b) Initial post-Closing adjustment:
(i) Within forty-five (45) days after the Closing, the Purchaser shall prepare and deliver to the Seller a draft Revised Net Book Value of the Assets as of the Closing along with backup materials and work papers. The Purchaser will prepare the draft Revised Net Book Value of the Assets in accordance with GAAP (except as noted in Section 2.5 herein) applied on a basis consistent with the preparation of the Xxxxxx Financial Statements (defined hereinafter), except that for purposes of computing the Net Book Value, an amount of $650,000 will be substituted for Seller's reserve to make the cost to market value adjustment for this initial post-closing adjustment. In preparing the draft Revised Net Book Value of the Assets, the Purchaser shall use the same valuation methodologies used in calculating the Preliminary Purchase Price as reflected in Sched...
Consideration for Assets. As consideration for the sale of the Assets to Buyer and for the other covenants and agreements of the Sellers and the Shareholders contained herein, Buyer agrees to pay to the Sellers, on the date hereof, the amount of $4,643,400 in the form of a cashier's check or bank check or wire transfer of immediately available funds to an account designated by the Sellers.
Consideration for Assets. (a) Consideration for KDCA Assets. In exchange for the contribution and transfer by KDCA of the KDCA Assets to the Acquiror, the Acquiror agrees, subject to the terms of this Agreement, to issue to KDCA 160,593 units of limited partnership interests in the Acquiror (the “KDCA Units”). In addition, immediately prior to the Closing, KDCA and MAVAS will cause the Company to make a cash distribution to KDCA in an amount equal to $1,000,000; provided that in the event the Closing has not occurred by October 31, 2004, such amount shall be increased by an amount equal to the interest on that certain loan obligation of KDCA owed to Xxxxx Bank accrued from November 1 through to and including the Closing Date (as defined below) (the “KDCA Distribution”). Such distribution shall be funded by the proceeds of a loan to be incurred by the Aquiror which loan will be subject to the Guarantees (as hereinafter defined).
Consideration for Assets. In consideration for the Assets acquired hereunder, Purchaser shall, within ten (10) days following the closing date, forgive its right to payment of presently existing obligations totaling $1,087,500 due to Purchaser by Seller, as follows:
(a) In consideration for Seller's cash (other than the $500 described in 1(iii), above) and entire inventory of MigraSpray (collectively, the "Marketable Assets"), Purchaser shall forgive Seller's obligation to repay $750,000 owed to Purchaser by Seller after the Closing on that certain Senior Secured Note, face value $425,000, and that certain Subordinated Secured Note, face value $325,000, both originally issued by Seller to Xxxxx X. Arabia and dated April 30, 2008, and both acquired by Purchaser post-Closing (together the "Notes"). The parties hereby agree that upon Purchaser's acquisition of the Notes Purchaser shall waive any and all of its rights under the Notes and that such Notes, and all agreements and documentation associated therewith, shall be cancelled and rendered null and void; and
(b) In consideration for all of Seller's additional Assets, other than the Marketable Assets (the "Non-Marketable Assets"), Purchaser shall forgive Seller's obligation to repay $337,500 owed to Purchaser by Seller after the Closing on those seven (7) notes issued by Seller, and acquired by Purchaser post-Closing, as listed on Schedule 2 hereto (the "Acquired Note(s)"). The Parties hereby agree that upon Purchaser's acquisition of each Acquired Note that Purchaser shall waive any and all of its rights under each Acquired Note and that each Acquired Note, and all agreements and documentation associated therewith, shall be cancelled and rendered null and void.
Consideration for Assets. As consideration for the sale of the Assets to Buyer and for the other covenants and agreements of the Seller and the Shareholders contained herein, Buyer agrees to pay on the date of Closing, the sum of $925,000.00 to Seller by wire transfer of immediately available funds to an account designated by the Seller or by delivery of immediately available funds. In addition, within thirty (30) days following the Closing, Buyer will pay Seller an additional amount equal to the amounts paid by Seller for equipment purchases made by Seller after January 1, 1998, and before the date hereof which expand the capabilities of the Business and which are described on Schedule 1.3 hereto.
Consideration for Assets. As consideration for the sale of the Assets to Buyer and for the other covenants and agreements of Seller contained herein, Buyer (I) agrees to pay to Seller, on the date hereof, the amount of $675,000 in the form of a cashier=s check or bank check or wire transfer of immediately available funds to an account designated by Seller.
Consideration for Assets. Optelecom shall pay to Paragon US$2.625 million for the Paragon Assets (the "Asset Consideration"). The consideration shall consist of shares of common stock of Optelecom ("Optelecom Common Stock") having a value of US$1.625 million (the "Optelecom Shares") and cash in the amount of US $1.0 million (the "Asset Cash Consideration").
(a) The value of a share of Optelecom Common Stock for this purpose will be the average of the last sale prices on the Nasdaq SmallCap Market as reported by Nasdaq for the 20 trading days before the closing under the Asset Agreement discounted by 5% (the "Adjusted Closing Price Per Share"). The number of shares to be issued will be determined by dividing US$1.625 million by the Adjusted
Consideration for Assets. As consideration for the sale, assignment, transfer and conveyance of the Assets,-Buyer hereby agrees to the following:
Consideration for Assets. As consideration for the sale of the Assets to Buyer and for the other covenants and agreements of the Seller and the Shareholders contained herein: Buyer agrees to pay to Seller on the date hereof the sum of Six Hundred Nine Thousand Dollars ($609,000.00) in the form of a cashier's check or bank check or wire transfer of immediately available funds to an account designated by the Seller (the "Cash Consideration").
Consideration for Assets. As of the Effective Date, and in full consideration for the Assets, Buyer shall (a) convey, transfer, and assign to Seller full legal and beneficial title to fifty thousand (50,000) shares of common stock, par value $.01 per share, of SCB (the "Shares"), free and clear of all Liens, pursuant to the Stock Power in the form attached hereto as Exhibit 4, and (b) assume the Assumed Liabilities pursuant to Section 5 hereof.
