Initial Cash Consideration. Subject to Section 1.7.6, the Purchaser shall pay to the Paying Agent, by wire transfer of immediately available funds to the account specified by the Paying Agent to the Purchaser, an amount equal to the Estimated Purchase Price minus the Consideration Share Amount, minus the Adjustment Holdback and the Indemnity Holdback (the “Initial Cash Consideration”), such amount to be paid by the Paying Agent amongst the Vendors in accordance with their respective Designated Percentages;
Initial Cash Consideration. Forty-Two Million Thirteen Thousand Three Hundred Thirty-Two Dollars ($42,013,332), delivered to EFS Holdings.
Initial Cash Consideration. At the Closing, the Company shall be paid an amount equal to (w) Eight Million Dollars ($8,000,000), (x) less the Stated Net Debt (as defined below), (y) plus or minus, the increase or decrease, as the case may be, in Net Operating Assets (as defined below) of the Company from that derived from the December 31, 1998 Audited Balance Sheet (as defined in Section 6.13) to that derived from the March 31, 1999 Balance Sheet (as defined in Section 6.13), (z) plus (i) interest on the foregoing in an amount equal to 6% per annum calculated from the Effective Date through the earlier of April 23, 1999 or the Closing Date, and (ii) interest on the foregoing (including all accrued interest) in an amount equal to 8% per annum calculated from April 23, 1999 through the Closing Date (such interest payable under clauses (i) and (ii) collectively, the "Accrued Interest") (said amount being herein referred to as the "Initial Cash Consideration"). The Initial Cash Consideration shall be paid to the Company (or to third parties on behalf of the Company) by wire transfers of immediately available funds (or certified checks) from or on behalf of QDL to such account(s) as the Company may designate to QDL in writing, no later than five (5) business days prior to the Closing Date. As used herein, (a) "Net Operating Assets" means, at the applicable measurement date, the net book value of the Acquired Assets (exclusive of cash and cash equivalents), net of the net book value of the Assumed Liabilities (exclusive of the Stated Debt), and (b) "Stated Net Debt" means the aggregate amount of the Stated Debt net of cash and cash equivalents as of March 31, 1999.
Initial Cash Consideration. The portion of the Cash Merger Consideration payable to the Preferred Stockholders at Closing (the "Initial Cash Consideration") shall be equal to the Cash Merger Consideration less $8,700,000 (the "Escrow Deposit"), which amount shall be withheld and paid to U.S. Bank National Association (the "Escrow Agent") pursuant to the Escrow Agreement (as hereinafter defined) on the Closing Date and less $1,000,000 (the "Holdback Amount"), which amount shall be withheld by Parent pending determination of Final Working Capital and the Working Capital Adjustment, if any, under Section 1.7.
Initial Cash Consideration. On the Closing Date, Rio Novo shall pay to Universal the total amount of $900,000 (nine hundred thousand Dollars) (the “Cash Consideration”) of which $300,000 (three hundred thousand Dollars) shall be settled in cash, and $600,000 (six hundred thousand Dollars) or, if higher, an amount equal to the accrued Escrow Amount shall be settled in cash or by way of refunding to, or causing CVME to refund, to Universal the Escrow Amount;
Initial Cash Consideration. On the Closing Date, LTC shall make payment of the initial cash consideration of the Purchase Price as follows:
(i) To the Seller, by wire transfer of immediately available funds, the sum of (A) $1,855,000 PLUS OR MINUS (B) the Purchase Price adjustments set forth in Section 2.3(a). PLUS (C) the Interest Payment as set forth in Section 2.2(d).
(ii) To Key Bank, N.A. as escrow agent (the "ESCROW AGENT"), pursuant to the terms of the Escrow Agreement, in the form attached hereto as EXHIBIT 2.2(b)(ii) (the "ESCROW AGREEMENT"), the sum of $200,000 (the "ESCROW FUNDS"). As provided in the Escrow Agreement, the Escrow Funds shall be utilized to fund (A) those Purchase Price adjustments described in Section 2.3(b)(i) hereof and (B) any other amounts owed by any Selling Party to LTC hereunder or under any other agreement contemplated hereby, including, without limitation, pursuant to Article 10 hereof. In the event that the Escrow Funds are insufficient to fund the amounts set forth in clauses (A) and (B) above, then the Seller shall within 10 days of delivery of notice of such deficiency pay to LTC the amount of such deficiency in immediately available funds. Provided there is not pending any claim by LTC for payment out of the Escrow Funds, (i) after the expiration of 90 days after the Closing Date, the parties shall execute disbursement instructions to the Escrow Agent directing it to distribute to the Seller an amount equal to $100,000 less the aggregate amount of Escrow Funds disbursed to LTC during such period, and (ii) upon the termination of the Escrow
Initial Cash Consideration. The sum of Three Million Six Hundred and Forty-four Thousand Three Hundred and Eight Dollars ($3,644,308.00) (the “Initial Cash Consideration”) shall be payable as follows:
(1) The sum of One Million Five Hundred Ninety-nine Thousand Five Hundred Fifty-Eight Dollars ($1,599,558.00), payable at the Closing by wire transfer of immediately available funds to an account designated in writing by Seller prior to or at the time of Closing (the “Closing Cash Payment”); and
(2) The sum of Two Million Forty-Four Thousand Seven Hundred Fifty Dollars ($2,044,750.00)(“Additional Cash Payment”), payable upon Buyer's receipt of the first royalty payment from QVC in respect of the Transferred Assets but not to exceed the amount of the Additional Cash Payment, and with the entirety of this Additional Cash Payment to be paid by Buyer to Seller no later than one hundred twenty (120) calendar days following the Closing (even if Buyer has not yet received such first royalty payment from QVC in respect of the Transferred Assets, and/or such first royalty payment is less than the Additional Cash Payment); in each case such payments shall be by wire transfer of immediately available funds to an account designated in writing by Seller prior to or at the time of Closing.
Initial Cash Consideration. 4.5.1 The Initial Cash Consideration, being the sum of 300,000 pounds (subject to adjustment in accordance with Clause 7), will be paid on Completion against compliance by the Vendors with the foregoing provisions of this Clause 4 in cash by the Purchaser to the Vendors' Solicitors.
4.5.2 Any sum payable to the Vendors either on Completion or out of the Charged Assets under the Charge Agreement shall be paid to the Vendors' Solicitors who are authorised to receive the same on behalf of the Vendors and whose receipt shall be a good discharge to the Purchaser provided that if any amount by way of compensation or indemnity shall become payable to the Purchaser out of the Charged Assets in accordance with the provisions of the Charge Agreement, the amount which would otherwise have been due to the Vendors shall be reduced by the amount so payable and any right of the Purchaser to such compensation or indemnity shall also be reduced by such amount but without prejudice to the right of the Purchaser to recover the excess of any compensation or indemnity or any costs or expenses from the Vendors.
Initial Cash Consideration. The spreadsheet attached hereto as Exhibit A (the “Proposed Closing Statement”) sets forth the Company’s estimated determination of: (i) the Net Working Capital Amount (the “Estimated Net Working Capital Amount”) and (ii) the Indebtedness Amount (the “Estimated Indebtedness Amount”), along with reasonable supporting documentation used in the preparation of the Proposed Closing Statement. The Proposed Closing Statement shall have been prepared in accordance with the Accounting Principles and based on the books and records of the Company and shall be accompanied by a certification of Company’s Authorized Officer to the effect that the Proposed Closing Statement has been so prepared. At the Closing the Buyer shall pay for the sale of the Assigned Assets: (a) cash in the aggregate amount equal to (i) Fifteen Million Eight Hundred Seventy-Five Thousand Dollars ($15,875,000) (the “Base Cash Consideration”) plus or minus (ii) the Estimated Net Working Capital Amount (which shall be a subtraction if the Estimated Net Working Capital Amount is negative) minus (iii) the Estimated Indebtedness Amount (the “Initial Cash Consideration”).
Initial Cash Consideration. On the Closing Date, LTC shall make payment of the initial cash consideration of the Purchase Price as follows:
(i) To the Stockholders, by wire transfer of immediately available funds, the sum of (A) $1,525,000 plus or minus (B) the Purchase Price adjustments set forth in Section 1.4.
(ii) To United Title of Nevada, as escrow agent (the "ESCROW AGENT"), pursuant to the terms of the Escrow Agreement, in the form attached hereto as EXHIBIT 1.2(b)(ii) (the "ESCROW AGREEMENT"), the sum of $100,000 (the "ESCROW FUNDS"). As provided in the Escrow Agreement, the Escrow Funds shall be utilized to fund (A) all Purchase Price adjustments described in Section 1.4 hereof and (B) any other amounts owed by any Stockholder to LTC hereunder or under any other agreement contemplated hereby, including, without limitation, pursuant to Article 9 hereof. In the event that the Escrow Funds are insufficient to fund the amounts set forth in clauses (A) and (B) above, then the Stockholders' Representative, on behalf of the Stockholders, shall within 10 days of delivery of notice of such deficiency pay to LTC the amount of such deficiency in immediately available funds.
