Consideration; Purchase Price. The purchase price (the “Purchase Price”) for the Property shall be One Hundred Forty-Five Thousand and No/100 Dollars ($145,000.00) and shall be paid to Seller either in cash or, at Seller’s option, by wire transfer of funds at Closing (as defined below). In consideration for Seller’s conveyance of the Property to Buyer, Buyer shall pay to Seller the Purchase Price and Buyer shall design, construct, and equip the Property for the Intended Use, as hereinafter defined in Section 4, at Buyer’s sole cost and expense in accordance with the terms of this Agreement.
Consideration; Purchase Price. (a) Subject to the terms and conditions of this Agreement, in consideration of the aforesaid sale, conveyance, assignment, transfer and delivery to Purchaser of the Units, Purchaser shall pay to each of the Sellers an amount of cash equal to such Seller’s Pro Rata Portion of $16,000,000 (the “Base Purchase Price”), as adjusted pursuant to clause (c) (as so adjusted, the “Purchase Price”).
(b) The Purchase Price shall be paid by Purchaser to Sellers as follows:
(i) Simultaneously with the execution of this Agreement, Purchaser shall deliver to the Escrow Agent, a wire transfer in immediately available federal funds in an amount equal to the Base Purchase Price (the “Contract Deposit”), to be held by the Escrow Agent in accordance with the Escrow Agreement among the Escrow Agent, Purchaser and Sellers of even date herewith (the “Escrow Agreement”);
(ii) on the Closing Date, the Sellers and Purchaser shall issue joint written instructions to the Escrow Agent instructing the Escrow Agent to pay to each Seller such Seller’s Pro Rata Portion of the Contract Deposit (together with all accrued interest thereon);
(iii) on the Closing Date, if the Estimated Purchase Price exceeds the Base Purchase Price, Purchaser shall pay to each Seller such Seller’s Pro Rata Portion of such excess; and
(iv) on the Closing Date, if the Estimated Purchase Price is less than the Base Purchase Price, the Sellers, jointly and severally, shall pay to Purchaser the amount of such deficiency.
(c) The Base Purchase Price shall be (A) increased by the amount, if any, by which the Closing Working Capital exceeds $1 or (B) decreased by the amount, if any, by which the Closing Working Capital is less than $1, as determined in accordance with Section 2.2.
(d) For purposes of determining the amount of cash to be paid as the Estimated Purchase Price (as defined below) by Purchaser to the Sellers at the Closing, the Sellers shall in good faith prepare a calculation of the Closing Working Capital (such amount, the “Estimated Closing Working Capital”), based on an estimate by the Sellers of such amount, prepared in accordance with GAAP applied using the same accounting methods, practices, principles, policies and procedures, with consistent classifications, judgments and valuation and estimation methodologies that were used Schedule 2.2 and in the preparation of the Financial Statements for the most recent fiscal year end as if such Estimated Closing Working Capital was being prepared and audited a...
Consideration; Purchase Price. Subject to Section 3.02 and Article VIII hereof, and in consideration of consummating the Transactions, the Shareholder shall receive cash in the amount of Thirty Million Dollars ($30,000,000.00) (the "Purchase Price").
Consideration; Purchase Price. At final closing (the “Closing”) and against delivery of a recordable Assignment by the Seller to the Purchaser, Georgia shall pay to Seller the following:
(1) A total $6,800,000 (the “Purchase Price”) for Sellers interests in the Leases, Xxxxx and Equipment, less the following:
(2) The sum of $760,947, which sum represents the amounts advanced to or paid on behalf of Orbit by Xxxxxxx associated with additional testing and evaluations of oil and gas interests in the AMI, and for the payment of lease renewals, minimum royalties, and other associated costs of drilling and testing, or similar payment obligations(s) under the Development Agreement associated with or arising from any lease acreage covered by the AMI, calculated from the effective date of the Development Agreement through the Effective Date hereof, as further identified in Schedule “D” hereto.
Consideration; Purchase Price. Subject to the terms and conditions of this Agreement, in consideration of the aforesaid sale, conveyance, assignment, transfer and delivery to Purchaser of the Shares, Purchaser shall pay to Seller in cash at the Closing total consideration equal to $56.0 million (the “Purchase Price”).
Consideration; Purchase Price. The parties acknowledge and agree that:
a. Subject to the terms and conditions of this Agreement, in consideration of the transfer of the Assigned Rights and Assigned Obligations under Section 1, Assignee shall pay to Screencrib (or as Screencrib may direct), $[•] (the “Purchase Price”), by wire transfer of immediately available funds to an account or accounts designated and communicated to Assignee by Screencrib, no later than 10 days after the Effective Date.
b. The amount of the Purchase Price is the amount of the Investment (as that term is defined in the Assigned Contract), plus reasonable legal and out-of-pocket expenses incurred by Screencrib in connection with the negotiation and execution of the Assigned Contract.
Consideration; Purchase Price. In consideration of the transfer of the Assets and the other undertakings of Seller hereunder, Buyer shall assume all of Seller's accrued and unpaid obligations under that certain Promissory Note, dated July 31, 2002 in the original principal amount of $600,000 executed by The Orlando Predators Entertainment, Inc. to the order of PNW Interests, L.L.C. and Entertainment Venture Associates, L.L.C., Louisiana limited liability companies (the "Carryback Note") pursuant to an Assignment, Assumption and Novation Agreement substantially in the form of Exhibit 2.2 attached hereo (the "Novation Agreement").
Consideration; Purchase Price. (a) As consideration for the Shares and the covenants and undertakings contained herein, Purchaser shall pay to Seller, in the manner described herein, an amount in cash (the “Purchase Price”) equal to (i) at the Closing, $45,000,000 (the “Transaction Value”), plus (ii) the Aggregate Adjustment as finally determined pursuant to and at the time provided under Section 2.2. For purposes of this Agreement, “Aggregate Adjustment” means the amount (which may be a positive or a negative number) equal to the sum of: (x) an amount (the “Net Tangible Asset Value Adjustment”) (which may be a positive or negative number) obtained by subtracting $4,700,000 from the Net Tangible Asset Value as of the Closing Date (the “Closing Net Tangible Asset Value”) as finally determined pursuant to Section 2.2 plus (y) the Net Indebtedness as of the Closing Date (the “Closing Date Net Indebtedness”) (which may be a positive or negative number) as finally determined pursuant to Section 2.2. Notwithstanding anything herein to the contrary, any amounts included in the Net Tangible Asset Value cannot be included in the Closing Date Net Indebtedness and vice versa.
Consideration; Purchase Price. In exchange for the transfer of the Purchased Assets, Buyer hereby (i) assumes the Assumed Liabilities and (ii) is paying Seller $56,019 in immediately available funds to an account designated in writing by Seller.
Consideration; Purchase Price. The aggregate purchase price for the Chatham Shares shall be Sixty-Three Million Dollars ($63,000,000), as adjusted in accordance with Section 2(e)(ii) below (the "Purchase Price"). At Closing, the Purchase Price less the Holdback and less the Expense Fund shall be transferred in immediately available funds to accounts for each Seller pro rata to each Seller according to such Seller's percentage ownership of Chatham Shares times such amount. The Holdback shall be transferred in immediately available funds to the Escrow Agent and the Expense Fund in an amount determined by the Seller Representatives shall be transferred to an account designated by the Seller Representatives in immediately available funds. The Parties agree that within five (5) days following determination of the final Purchase Price, any adjustment required by Section 2(b)(ii) below shall be paid together with interest thereon at the Applicable Rate from the Closing Date until payment thereof.
