INVENTORY LEVELS AND PURCHASE PRICE Sample Clauses

INVENTORY LEVELS AND PURCHASE PRICE. (a) Subject to the terms of SECTION 2.3(b), Purchaser agrees to pay to Seller an aggregate amount equal to (i) one hundred percent (100%) of the PIMS Inventory Value for the Dirty Core and Warranty Inventory, plus (ii) eighty percent (80%) of the PIMS Inventory Value for the New Inventory, plus (iii) fifty percent (50%) of the depreciated book value, up to a maximum of $437,500, for the Fixed Assets (items (i)-(iii), collectively, the "PURCHASE PRICE"). Additionally, Purchaser shall be obligated to pay an amount for In-transit Inventory, in accordance with SECTION 2.5. (b) All Inventory values described in this section are calculated based on the PIMS Inventory Value. Purchaser shall purchase all of the Dirty Core and Warranty Inventory, up to a maximum required amount of $500,000, at a purchase price equal to one hundred percent (100%) of the PIMS Inventory Value. With respect to the New Inventory, Purchaser may reject up to $500,000 of the New Inventory (the "REJECTED INVENTORY"), and Purchaser shall purchase all of the New Inventory less the Rejected Inventory, up to a maximum required amount of $5,800,000, at a purchase price equal to eighty percent (80%) of PIMS Inventory Value. At its sole discretion, Purchaser may purchase any or all of the Excess Inventory. However, notwithstanding any other provision in this Agreement, Purchaser (i) may reject up to $500,000 of the New Inventory no matter what level of New Inventory exists at the Business Location as of the Closing Date, (ii) shall have no obligation to purchase more than $5,800,000 of New Inventory and (iii) shall have no obligation to purchase more than $500,000 of the Dirty Core and Warranty Inventory. Thus, if the inventory levels are maintained as expected, the portion of the Purchase Price attributable to Purchased Inventory will equal $5,140,000 calculated as follows: (c) The Purchase Price shall be payable on the Closing Date by wire transfer of immediately available funds, pursuant to written instructions to be provided by Seller to Purchaser. (d) Notwithstanding the foregoing provisions, no later than the date on which the Bankruptcy Court is scheduled to hold a hearing to approve the Break-up Fee (the "BREAK-UP FEE HEARING DATE"), Purchaser shall cause a Financially Responsible Party (the "DESIGNATED FINANCIALLY RESPONSIBLE PARTY") and Seller shall cause AFCO to enter into a put and call and note purchase agreement among the Designated Financially Responsible Party, AFCO and the Seller,...
Sample 1
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INVENTORY LEVELS AND PURCHASE PRICE. (a) On the terms and subject to the conditions set forth in this Agreement, the purchase price payable by Purchaser to Seller for the Purchased Assets shall be an aggregate amount equal to the sum of the following, payable on various dates as described in this SECTION 2.3: (i) eighty-two percent (82%) of the PIMS Inventory Value for all of the items of New Inventory to be purchased by Purchaser in accordance with the terms of this Agreement; plus (ii) one hundred percent (100%) of the depreciated book value for the Fixed Assets; plus (iii) deposits, including security deposits (and prepayments made by Seller under the Assigned Contracts) as set forth in SECTION 2.8 and as specifically described in SCHEDULE 2.3; plus (iv) an amount equal to eighty percent (80%) of the Book Value of any and all of those Accounts Receivable that are less than thirty-one (31) days old as of the Closing Date; plus (v) an amount equal to sixty percent (60%) of the Book Value of any and all of those Accounts Receivable that are greater than thirty (30) days but less than sixty-one (61) days old as of the Closing Date; plus (vi) an amount equal to ten percent (10%) of the Book Value of any and all of those Accounts Receivable that are greater than sixty (60) days but less than ninety-one (91) days old as of the Closing Date; plus (vii) an amount equal to one hundred percent (100%) of the outstanding principal balance of the Auto Parts Finance Company Notes as of the Closing Date, and all accrued interest on the Auto Parts Finance Company Notes outstanding as of the Closing Date,; plus (viii) an amount equal to one hundred percent (100%) of the PIMS Inventory Value for the Dirty Core and Warranty Inventory to be purchased by Purchaser in accordance with the terms of this Agreement; plus (ix) an amount equal to one hundred percent (100%) of the PIMS Inventory Value for each item of the In-transit Inventory to be purchased by Purchaser in accordance with the terms of this Agreement and paid for as contemplated by Section 2.5(c) (the aggregate of such amounts described in subsections (i) through (ix) hereof inclusive, the "PURCHASE PRICE"). Purchaser shall receive any and all of those Accounts Receivable that are greater than ninety (90) days old as of the Closing Date at no cost to the Purchaser. (b) On the Closing Date, Purchaser shall pay to Seller an amount of the Purchase Price in cash, by wire transfer of immediately available funds (pursuant to written instructions to be provid...
Sample 1

Related to INVENTORY LEVELS AND PURCHASE PRICE

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