CONSIDERATION FOR THE STOCK AND THE ASSETS Sample Clauses

CONSIDERATION FOR THE STOCK AND THE ASSETS. Subject to the terms and conditions of this Agreement, and as full consideration for the Stock and the Assets and the covenants, representations, warranties and indemnities made in connection herewith by X'Xxxxx, LFI and OFP, ACRG shall pay to X'Xxxxx the sum of $500,000.00 for the Stock (the "Stock Purchase Price"), and ACRG shall cause LFI to pay to OFP an amount (the "Asset Purchase Price") equal to (a) four (4) times the net income of LFM for the year ended December 31, 1996 ("1996 Income") as determined in accordance with generally accepted accounting principles and as certified by an independent audit to be by conducted Ernst & Young, LLP ("E & Y") (the "Audit"), less (b) the Stock Purchase Price. The cost of the Audit shall be paid by ACRG. Upon completion of the Audit, ACRG shall provide a copy of the audited 1996 income statement to OFP, together with a calculation of any adjustment to the Asset Purchase Price. OFP shall have full access to all documents, workpapers or other materials produced or reviewed by E & Y in the conduct of the Audit. Should OFP disagree with any such adjustment to the Asset Purchase Price, as to which resolution thereof is not reached between ACRG and OFP within thirty (30) days after delivery of a copy of the audited 1996 income statement to OFP, any remaining disputed matters shall be submitted to a national accounting firm selected by mutual agreement between ACRG and OFP, whose decision with respect to any disputed item shall be final and binding on the parties hereto. The expense of engaging such accounting firm to resolve such disputed items arising in connection with the Audit shall be borne by OFP. For purposes of determining 1996 Income, it is agreed that there shall be deducted therefrom the aggregate amount of the accounts receivable of OFP which remain unpaid as of the end of the calendar month preceding the Closing Date and have an invoice date earlier than one hundred twenty (120) days prior to the Closing Date ("Delinquent Receivables"). If LFI shall collect any amounts of the Delinquent Receivables during the one-year period following the Closing Date, such amounts collected (including amounts collected after the end of such one-year period pursuant to an installment payout arrangement with respect to any Delinquent Receivable which may have been entered into with the approval of OFP during such one-year period (a "Payout Agreement")), less the collection expense incurred by LFI in connection therewith, sh...
Sample 1
AutoNDA by SimpleDocs

Related to CONSIDERATION FOR THE STOCK AND THE ASSETS

  • REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE STOCKHOLDERS 8 Section 4.01 By the Company and Each Stockholder..................... 8

  • Representations and Warranties of the Company and the Selling Shareholders (a) The Company represents and warrants to each of the Underwriters as follows: (i) A registration statement on Form S-1 (File No. 333-120615) with respect to the Shares has been prepared by the Company in conformity in all material respects with the requirements of the Securities Act of 1933, as amended (the "Act"), and the rules and regulations (the "Rules and Regulations") of the Securities and Exchange Commission (the "Commission") thereunder and has been filed with the Commission. The Company and the transactions contemplated by this Agreement meet the requirements and comply with the conditions for the use of Form S-1. Copies of such registration statement, including any amendments thereto, the preliminary prospectuses (meeting in all material respects, at the time of filing thereof, the requirements of the Rules and Regulations) contained therein and the exhibits and financial statements thereto, as finally amended and revised, have heretofore been delivered by the Company to you. Such registration statement, together with any registration statement filed by the Company pursuant to Rule 462(b) of the Act, is herein referred to as the "Registration Statement," which shall be deemed to include all information omitted therefrom in reliance upon Rule 430A and contained in the Prospectus referred to below, has become effective under the Act and no post-effective amendment to the Registration Statement has been filed as of the date of this Agreement. "Prospectus" means the form of prospectus first filed with the Commission pursuant to Rule 424(b). Each preliminary prospectus included in the Registration Statement prior to the time it becomes effective is herein referred to as a "Preliminary Prospectus." Any reference herein to the Registration Statement, any Preliminary Prospectus or to the Prospectus or to any amendment or supplement to any of the foregoing documents shall be deemed to refer to and include any supplements or amendments thereto, filed with the Commission after the date of filing of the Prospectus under Rules 424(b) or 430A, and prior to the termination of the offering of the Shares by the Underwriters.

  • REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SHAREHOLDERS The Company and the Shareholders hereby represent and warrant as follows:

  • Representations and Warranties of the Company and the Selling Stockholders (a) The Company represents and warrants to, and agrees with, the several Underwriters that:

  • Representations and Warranties of the Company and the Operating Partnership The Company and the Operating Partnership hereby jointly and severally represent, warrant and covenant to each Underwriter, as of the date of this Agreement, as of the First Closing Date (as hereinafter defined) and as of each Option Closing Date (as hereinafter defined), if any, as follows:

  • Representations and Warranties of the Seller and the Purchaser (a) The Seller hereby represents and warrants to the Purchaser as of the date of this Agreement that:

  • Representations and Warranties of the Stockholders Each Stockholder hereby represents and warrants to Parent as follows:

  • REPRESENTATIONS AND WARRANTIES OF SELLER AND THE COMPANY Seller and the Company jointly and severally represent and warrant to the Purchaser that:

  • Representations and Warranties of the Adviser and the Administrator The Adviser and the Administrator, jointly and severally, represent to each Underwriter as of the date hereof, as of the Applicable Time, as of the Closing Time referred to in Section 2(c) hereof, and as of each Date of Delivery (if any) referred to in Section 2(b) hereof, and agree with each Underwriter as follows:

  • Sale and Purchase of the Assets 1.1 Acquired Assets Subject to the terms and conditions of this Agreement, Seller agrees to sell, convey and deliver to Xxxxx and Xxxxx agrees to purchase and acquire from Seller the assets set forth below (the “Assets”) owned by Seller as of 7:00 a.m., Central Daylight Time, on the Closing Date set forth below: (a) All of Seller’s right, title and interest in all oil and gas leases, including but not limited to those described in Exhibit A-1 attached hereto (the “Leases”), covering the land and depths described in Exhibit A-1 (the “Land”), together with all the property and rights incident thereto, including without limitation Seller’s rights in, to and under all operating agreements, pooling, communitization and unitization agreements, farmout agreements, joint venture agreements, product purchase and sale contracts, transportation, processing, treatment or gathering agreements, leases, permits, rights-of-way, surface interests easements, licenses, options, declarations, orders, contracts, and instruments in any way relating to Seller’s interest in and in the vicinity of the Leases and Land; (b) All of Seller’s right, title and interest in and to the xxxxx situated on the Leases and Land or otherwise pooled, communitized or unitized therewith, including without limitation the xxxxx described in Exhibit A-1 attached hereto (all such xxxxx, the “Xxxxx”); (c) All of Seller’s overriding royalty interests, net profits interests, operating interests, reversionary interests and other interests or benefits or credits owned by Seller in and to the Land, the Leases or attributable to production therefrom; (d) All of the oil and gas and associated hydrocarbons (“Oil and Gas”) in and under or otherwise attributable to the Leases, Land or produced from the Xxxxx (subject to Buyer’s obligation to pay for marketable Oil and Gas in storage on the Leases as of the Closing Date as provided in Section 2.1); (e) All of Seller’s interests in and to all of the assets described in Exhibit A-2 (collectively, the “Equipment”), including, without limitation, producing and non-producing xxxxx, injection xxxxx, disposal xxxxx, well equipment, casing, tubing, tanks, generators, boilers, buildings, pumps, motors, machinery, pipelines, gathering systems, power lines, telephone and telegraph lines, field processing plants, field offices and other furnishings related thereto, equipment leases, trailers, inventory in storage, storage yards, and all other improvements or appurtenances thereunto belonging; and (f) All of the files, records, and data of Seller relating to the items described in subsections (A), (B), (C), (D), and (E) above (the “Records”), including, without limitation, lease records, well records, and division order records; well files; title records (including title opinions and title curative documents); contracts and contract files; correspondence; computer software and data files; geological, geophysical and seismic records, interpretations, data, maps and information; production records, electric logs, core data, pressure data, decline curves and graphical production curves; reserve reports; and accounting records, but excluding files and information relating to internal or external valuations of the Assets and privileged information.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!