Payment for Assets Sample Clauses
The Payment for Assets clause defines the terms and conditions under which payment is made for assets being transferred in a transaction. It typically specifies the purchase price, the method and timing of payment, and any adjustments that may be required based on inventory counts or asset valuations at closing. This clause ensures both parties are clear on how and when payment will be completed, reducing the risk of disputes and facilitating a smooth transfer of ownership.
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Payment for Assets. The consideration due Optionor by Optionee for the purchase of the Assets (the “Purchase Price”) shall be either (i) a cash payment (“Cash Payment”), or (ii) a volumetric production payment (“Volumetric Production Payment”), to be determined as set forth below.
(a) Optionor and Optionee shall have until the end of the month of November following an Option Exercise Date to negotiate and agree upon, based upon the remaining amount and value of Net Proved Reserves attributable to the Assets, the Cash Payment amount to be paid by Optionee or the terms of the Volumetric Production Payment to be conveyed to Optionor, with respect to the Assets.
(b) In the event Optionor and Optionee are unable to agree as provided under Section 2.5(a), above, then, on or before December 1 of such year, either Party may request that ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇▇ (“D&M”) furnish the Parties with a report (the “D&M Report”) setting forth the following:
(i) A Cash Payment amount equal to the present value of Net Proved Reserves, determined as follows:
(1) D&M’s estimate of Net Proved Reserves for the Assets as of the end of the year in which the option is exercised (as utilized herein, “Net Proved Reserves” shall refer to Proved Reserves, net to the Designated Interest, i.e., the applicable net revenue interest, and after further deducting Optionor’s retained overriding royalty interest);
(2) Pricing based upon a five (5) year forward strip as determined on the last trading day of the oil futures contracts on the NYMEX for the year in which the option is exercised, with prices for year six (6) and beyond based on the average NYMEX price for the fifth year of the strip;
(3) Operating expenses for the calculation of the Cash Payment shall be based upon a review and average of Optionor’s operating expenses attributable to the Assets for twelve (12) months prior to the Exercise Effective Time on a dollar per BOE basis (“Asset Operating Expense”); and
(4) A net present value discount rate of ten (10%) percent.
(ii) The following Volumetric Production Payment terms:
(1) Net Proved Reserve volume schedule for the Assets for the ten (10) years following the Exercise Effective Time;
(2) The Asset Operating Expense; and
(3) The Residual Asset Reserve Value for the Proved Reserves attributable to time periods after said ten (10) year period, calculated in the same manner as provided under Section 2.5(b)(i), above, and paid in a lump sum. Both Parties may furnish D&M with any data and information th...
Payment for Assets. Buyer shall have delivered the Purchase Price as provided in Section 3.2.
Payment for Assets. (a) As payment in full for the Assets being acquired by the Buyer hereunder and the non-compete covenants set forth in Section 13(d) hereof, Buyer shall pay to the Company (and Company shall receive such payment on behalf of the Sellers) in the manner set forth in this Section 2, (i) the Merchandise Inventory Value, plus the Trade Receivables Value, plus the Prepaid Asset Value, plus the Fixed Asset Value, plus $10,000 in respect of the non-compete covenants set forth in Section 13(d), plus $315,000 in respect of goodwill, less (ii) the face value of all trade accounts payable and accrued expenses and other liabilities and obligations that are assumed at the Closing by the Buyer under Section 1(g)(A) and 1(g)(C) less accrued vacation and sick pay through the Closing of the business employees of the Sellers, but subject to further adjustment as provided in Section 3 (such amount, as so adjusted from time to time, is referred to herein as the “Purchase Price"). It is expressly understood by the parties that the Purchase Price will not be adjusted downward in the event Sellers, after using their best efforts, fail to obtain the necessary consents required to assign the Kohler Distribution Agreement.
(b) In preparation for the Closing, the parties will prepare an estimate (the “Estimated Purchase Price”) of the actual Purchase Price by conducting the joint physical inventory and other procedures that are set forth in Section 1(a)(A) with the appropriate detailed listings and schedule. In order to plan for and facilitate the Closing, the Sellers will also provide Buyer with an estimated summary of the foregoing on the Valuation Date. Attached hereto and made a part hereof as Schedule 2(b) is the June 30, 2007 unaudited internal Balance Sheet of the Company that shall be delivered by Sellers pursuant to Section 6 and an example of the purchase price calculation in connection therewith attached hereto and made a part hereof.
(c) On the Closing Date, the Buyer shall make payment of the Estimated Purchase Price as follows: Buyer shall deliver to the Company (and Company shall receive on behalf of the Sellers) by wire transfer of 5% of the Estimated Purchase Price (the “Escrow Amount”) to ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ P.C., as escrow agent (the “Escrow Agent"), and by wire transfer of the balance thereof to the Company. The Escrow Amount shall be held by the Escrow Agent pursuant to the terms and conditions hereunder and pursuant to the terms and conditions of the Escrow Agre...
Payment for Assets. 13.1 [The Company shall pay to the Council the full amount of the lease payment due in respect of any cars that the Original Employees have leased from the Council.
13.2 The Company shall be responsible for collecting contributions towards the cost of each lease from those Original Employees that have leased cars from the Council.]30
Payment for Assets. Buyer shall purchase the Assets for an aggregate purchase price (the "Purchase Price") of Three Million One Hundred Thousand Dollars ($3,100,000.00) calculated in the manner set forth on EXHIBIT F hereto.
Payment for Assets. Buyer shall purchase the Assets for a maximum aggregate purchase price (the "Purchase Price") of Three Million Seven Hundred Thousand and 00/100 Dollars ($3,700,000.00), payable in accordance with Section 1.6 hereto, subject to post-closing adjustment in accordance with Section 1.7 hereto.
Payment for Assets. On the Closing Date, Buyer shall deliver the Purchase Price to Seller in readily available funds.
Payment for Assets. (a) As payment in full for the Assets being acquired by Buyer hereunder, Buyer shall pay to Seller, in the manner set forth in this Section 1.2, the sum of (i) Three Million Three Hundred Ninety-One Thousand Dollars ($3,391,000) plus (ii) the Purchase Price Adjustment (such sum, as so adjusted from time to time, is herein referred to as the “Purchase Price”). The Buyer shall make payment of the Purchase Price as follows:
(i) On the Closing Date, Buyer shall deliver to Seller, by wire transfer (to an account specified by Seller in writing prior to Closing), in same day funds, the sum of Two Million Dollars ($2,000,000.00);
(ii) Buyer shall deliver to Arizona Escrow & Financial Corporation as escrow agent (the “Escrow Agent”), the sum of One Million One Hundred Thirty-Two Thousand Dollars ($1,132,000.00) (the “Escrow Amount”). The Escrow Amount shall be held by the Escrow Agent pursuant to the terms and conditions of the Purchase Price Escrow Agreement attached hereto as ExhibitA (the “Purchase Price Escrow Agreement”); and
(iii) Buyer shall deliver to Seller, by wire transfer to the account specified by Seller pursuant to Section 1.2(a)(i), in same day funds, the sum of Sixty Four Thousand Two Hundred Fifty Dollars ($64,250.00) on each of May 6, 2004, August 6, 2004, November 8, 2004, and February 7, 2005.
(b) Subject to Section 1.3, the Purchase Price Adjustment, when paid, shall be payable as follows: (a) if the Purchase Price Adjustment is a positive number, Buyer shall pay the Purchase Price Adjustment, in readily available funds, within 5 business days of the final determination of such amount (“Buyer’s Payment”) and the letter of credit issued in favor of Seller pursuant to the Standby Letter of Credit Agreement (the “Letter of Credit”) shall be reduced by the amount of the Buyer’s Payment; and (b) if the Purchase Price Adjustment is a negative number, Seller shall pay Buyer the absolute value of such Purchase Price Adjustment, in readily available funds, within 5 business days of the final determination of such amount.
(c) The Purchase Price shall be allocated, apportioned and adjusted among the Assets in the manner specified in IRS Form 8594 attached as Schedule 1.2 and the parties agree to abide by such allocations for all tax reporting purposes.
Payment for Assets. Buyer shall have delivered the Purchase Price as provided in Section 3.2. Survival of Representations and Warranties; Indemnification.
Payment for Assets. Buyer shall purchase the Assets for a purchase price (the "Purchase Price") of Four Million Nine Hundred Forty Six Thousand, Eight Hundred and 00/100 Dollars ($4,946,800.00), payable in accordance with Section 1.6 hereto, and the Earnout specified below.