Consideration for Assets. (a) At the Closing, the Purchasers will purchase the Assets from the Seller, upon and subject to the terms and conditions of this Agreement and in reliance upon the representations, warranties, covenants and agreements of the Seller contained herein, and will pay the Seller, as consideration for the Assets, the sum of One Hundred and Thirty Million Dollars ($130,000,000) (the "PURCHASE PRICE"), increased or decreased by the amount of the net asset value adjustment as set forth in SECTION 4.5(a). The allocation of the Purchase Price (and the liabilities to be assumed by the Purchasers at the Closing pursuant to SECTION 4.2(b) hereof) among the Assets shall be agreed upon by the parties. Once the allocation has been determined, the Purchasers and the Seller shall jointly prepare IRS Form 8594 pursuant to Temporary Treasury Regulations Section 1.1060-1T to report the allocation of the Purchase Price. The Seller and the Purchasers each hereby covenant and agree that they will not take a position on any tax return before any Governmental Authority or in any Proceeding that is in any way inconsistent with such allocation and will cooperate with each other in good faith to resolve any disagreement or dispute that may arise between them with respect thereto.
(b) As further consideration for the Assets, at the Closing, Enterra Sub will deliver to the Seller a written undertaking in accordance with SECTION 4.4(b) hereof, whereby Enterra Sub will assume the following (collectively, the "ASSUMED LIABILITIES"):
(i) all of Seller's liabilities and obligations of the Business on the May Balance Sheet which are also liabilities and obligations described in the example attached as EXHIBIT 2, but only if and to the extent that the same are accrued or reserved for on the May Balance Sheet and have not been paid or discharged prior to or at the Closing (all of which shall be included in the calculation of net asset value pursuant to SECTION 4.5);
(ii) all of Seller's liabilities and obligations of the Business that have arisen in the ordinary course of the Business, consistent with past practice, between the Balance Sheet Date and the Closing Date that would be disclosed on a balance sheet prepared in accordance with GAAP and which are also liabilities and obligations of the type described in the example attached as EXHIBIT 2, but only if and to the extent that the same have not been paid or discharged prior to or at the Closing (all of which shall be included in the calculat...
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. 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. 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, assignment, transfer and conveyance of the Assets, Buyer hereby agrees to the following:
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.
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 Two Million Dollars ($2,000,000.00) 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. 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 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.
