Consideration for Purchased Assets. The aggregate consideration to be paid for the Purchased Assets shall be as follows:
(a) Six Million Three Hundred Forty-Seven Thousand Dollars ($6,347,000) (the "PURCHASE PRICE"). The Purchase Price is subject to the adjustment as set forth in Section 2.3; and
(b) the assumption of the Assumed Liabilities.
Consideration for Purchased Assets. On the terms and subject to the conditions of this Agreement, as consideration for the sale, transfer, assignment and delivery of the Purchased Assets to Purchaser at the Closing:
(a) Purchaser shall assume the Assumed Liabilities as provided herein;
(b) Purchaser shall deliver to Sellers at Closing cash by wire transfer to Sellers’ respective designated accounts in an amount equal to the Estimated Cash Purchase Price less the portion of the Holdback Amount delivered pursuant to this Agreement as provided below, subject to the adjustment in Section 2.6 (the “Closing Payment”).
(c) Purchaser shall deposit in escrow pursuant to an escrow agreement in form and substance reasonably satisfactory to Purchaser and Seller (the “Escrow Agreement) $3,500,000. This amount shall be combined with the portion of the Holdback Amount delivered into escrow pursuant to the Escrow Agreement under the Related Purchase Agreeement. The Escrow Agreement shall provide for the release of $1,316,667 from escrow upon completion of the purchase price adjustment provided in Section 2.6 of this Agreement and the Related Agreement and $2,633,333 upon the earlier of May 15, 2006 and the completion of the 2005 fiscal year audit of the Purchaser, subject to holdback for claims pursuant to Section 9.4 of this Agreement and the Related Purchase Agreement. The Holdback Amount and any amounts placed in escrow under Section 9.4 or the corresponding provision of the Related Purchase Agreement (the “Offset Amounts”) are a non-exclusive source of payment for claims hereunder and under the Related Purchase Agreement. The parties hereto agree that claims against the all or any portion of the Holdback Amount and the Offset Amounts may be made by either Purchaser or Related Purchaser or both pursuant to the terms of this Agreement, the Related Purchase Agreement and the Escrow Agreement and nothing contained herein shall prevent or preclude Purchaser or Related Purchaser from making a claim against all or any portion of the Holdback Amount or Offset Amounts if such claim is made in accordance with the provisions hereof, the Related Purchase Agreement and/or the Escrow Agreement.
(d) Purchaser shall pay the Contingent Payment, if any, in accordance with Section 2.7 and the A/R Payment, if any in accordance with Section 2.12.
Consideration for Purchased Assets. In consideration for the Purchased Assets, Buyer will assume the Assumed Liabilities and will pay an amount (the "Purchase Price") equal to the Estimated Purchase Price as subsequently adjusted by the Interim Settlement Amount and the Purchase Price Adjustment. The Final Purchase Price will be paid as follows: (1) at the Closing, Buyer will pay to Sellers the Estimated Purchase Price, and (2) on each of the Interim Settlement Date and the Settlement Date, Buyer or Sellers, as the case may be, will be entitled to the Interim Settlement Amount and the Purchase Price Adjustment, respectively. All payments under this Section 2.02 will be paid by Sellers or Buyer, as the case may be, in immediately available federal funds to an account designated by the applicable recipient of such funds. As used herein:
Consideration for Purchased Assets. (a) On the terms and subject to the conditions set forth in this Agreement, the consideration for the Purchased Assets shall be Buyer’s payment to Sellers of the Purchase Price as provided herein.
(b) On the second Business Day prior to the Closing, Sellers shall deliver to Buyer (i) the Closing Balance Sheet, (ii) the Closing Accounts Receivable Statement, together with an aging schedule indicating a range of days elapsed since invoice, (iii) a schedule reflecting Sellers’ calculation of the Adjustment Amount, if any (the “Adjustment Schedule”), and (iv) all work papers and back-up materials (including a schedule of inventory) used in the preparation of the Closing Balance Sheet, the Closing Accounts Receivable Statement and the Adjustment Schedule. Following delivery of such items, Buyer shall have the right to make reasonable inquiries with respect thereto and, during regular business hours or by other arrangement with Sellers, conduct a physical inventory and inspection of Buyer’s financial records, assets, inventory and facilities for the purpose of verifying and validating the information set forth in the Closing Balance Sheet, the Closing Accounts Receivable Statement, and the Adjustment Schedule. Sellers shall provide Buyer with answers to such queries and such additional information as Buyer may reasonably request.
Consideration for Purchased Assets. On the terms and subject to the conditions of this Agreement, as consideration for the sale, transfer, assignment and delivery of the Purchased Assets to Purchaser at the Closing:
(a) Purchaser shall assume the Assumed Liabilities as provided herein;
(b) Purchaser shall deliver to Seller at Closing cash by wire transfer to Seller’s designated account in an amount equal to the Estimated Cash Purchase Price less the Holdback Amount, subject to the adjustment in Section 2.6 (the “Closing Payment”).
(c) Purchaser shall deposit in escrow pursuant to an escrow agreement in form and substance reasonably satisfactory to Purchaser and Seller (the “Escrow Agreement) and providing for the release of $560,375 upon completion of the purchase price adjustment provided in Section 2.6 and $1,120,753 (collectively, the “Holdback Amount”)upon the earlier of May 15, 2006 and the completion of the 2005 fiscal year audit of the Purchaser, subject to holdback for claims pursuant to Section 9.4 of this Agreement. The Holdback Amount and any amounts placed in escrow under Section 9.4 are a non-exclusive source of payment for claims hereunder.
(d) Purchaser shall pay the Contingent Payment, if any, in accordance with Section 2.7.
Consideration for Purchased Assets. On the terms and subject to the conditions of this Agreement, as consideration for the sale, transfer, assignment and delivery of the Purchased Assets to Buyer (the "Purchase Price"):
(a) Buyer shall assume and pay, perform or otherwise discharge, as the same shall become due in accordance with their respective terms, all of the Assumed Liabilities.
(b) Buyer shall pay to Seller or deposit in escrow an aggregate of Ninety-Three Million Dollars ($93,000,000), as adjusted pursuant to Section 2.8, as follows: (i) Buyer shall deliver to Seller at Closing cash by wire transfer to Seller's account in an amount equal to Eighty-Five Million Five Hundred Thousand Dollars ($85,500,000) (the "Cash Payment"), less the amount by which the Minimum Closing Date Net Working Capital exceeds the estimated Closing Date Net Working Capital as provided by Seller pursuant to Section 2.8(b), and (ii) Buyer shall deposit into escrow Seven Million Five Hundred Thousand Dollars ($7,500,000) (the "Escrow Amount") subject to the terms of the Escrow Agreement attached hereto as Exhibit A.
(c) At Closing, the Cash Payment shall be reduced by the amount, if any, by which the amount of estimated Excluded Medicare Receivables exceeds the amount of estimated Excluded Trade Payables.
Consideration for Purchased Assets. In consideration for the Purchased Assets and Seller's covenants herein, Buyer agrees to pay Seller at closing by issuing Four Million (4,000,000) shares of the common stock of Seller (the "Common Stock"), and thereafter the Revenue Bonus as provided below. Such shares shall be represented by Seller's stock certificate issued in the name of Pollachek. Revenue Bonus. In addition to the Four Million (4,000,000) shares of Common Stock above, the Buyer shall pay to Seller a revenue bonus, if any is earned, based on the following conditions:
Consideration for Purchased Assets. The aggregate consideration (collectively, the “Transaction Consideration”) for the Purchased Assets acquired by Purchaser hereunder shall consist of (i) the Equity Interest, and (ii) the Seller Note. The “Equity Interest” shall mean 1,000,000 shares of Class A common stock of Parent (“Class A Stock”).
Consideration for Purchased Assets. The total consideration to be ---------------------------------- paid by Buyer for the Purchased Assets shall be the cash consideration described in subparagraphs 2.2(a) and 2.2
Consideration for Purchased Assets. (a) In consideration for the Purchased Assets, Buyer will assume the Assumed Liabilities at the Effective Time and will pay to Seller the net payment set forth on the Final Settlement Statement (the “Final Settlement Statement”), in the form attached hereto as Exhibit H, to be delivered by Seller to Buyer one (1) Business Day prior to the Closing Date (the “Purchase Price”). At the Closing, Buyer will pay the Purchase Price to Seller in immediately available federal funds to an account designated by Seller. For the avoidance of doubt, each of Buyer and Seller acknowledges and agrees that consideration for the Warehouse Loans shall be paid separately, pursuant to the terms of the Correspondent Loan PSA.
(b) On the Closing Date, Seller shall pay the Escrow Amount to the Escrow Agent to be held and disbursed in accordance with the terms of the Escrow Agreement as a source of funds to pay indemnification claims pursuant to Section 10.01 hereof.
