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 Xxxxxxxxxx Xxxxxxxx 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 a maximum aggregate purchase price (the "Purchase Price") of Four Million Seven Hundred Fifty Thousand Dollars ($4,750,000.00), payable in accordance with Section 1.6 hereto, subject to post-closing adjustment in accordance with Section 1.7 hereto.
Payment for Assets. Buyer shall purchase the Assets for an aggregate purchase price (the "Purchase Price") of Four Million Dollars ($4,000,000.00) calculated in the manner set forth on EXHIBIT F hereto.
Payment for Assets. For and in consideration of the Assets, at the Closing, Purchaser is hereby tendering and paying to Seller the Purchase Price plus the Purchase Order Amount, and less the following: (a) the Warranty Amount, (b) the Escrow Amount, and (c) the Employee Amount. The Purchase Price, as so adjusted, will be paid to Seller at Closing in the manner set forth in Section 3.2 below. It is the intent and understanding of the Purchaser and the Seller that no VAT is or shall be payable with regard to the transfers of the Assets and the Business effected by this Agreement, and that Seller need not collect VAT from Purchaser with regard to the transfers contemplated by this Agreement.
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. The purchase money that may be due and owing for the purchase of the assets of National Ozone, as determined pursuant to paragraph 1, shall be paid to National Ozone Water Corp. as follows:
(a) At the date of closing, by certified check, payable to National Ozone Water Corp. or whomever else the Sellers designate in writing on or before the date of closing, the sum of One Hundred Seventy Four Thousand Eight Hundred Dollars ($174,800), less any amount or sums of money due and owing Puro on said date.
(b) The giving of a variable note by Puro in the face amount of Three Hundred Forty Nine Thousand Six Hundred Dollars ($349,600), payable over four years (4) with interest at eight percent (8%) per annum. Interest only will be paid monthly for the first six months. Thereafter payments to be made monthly beginning seven months from the date of closing and continuing monthly thereafter at the rate of $9,571.01 per month for forty two (42) months.. The amount due the Seller on the note under this sub-paragraph "b", shall be adjusted in accordance with the percentage of increase or decrease in the Purchaser's Ozone's accounts yearly gross sales ending 3/31/96, over the gross sales of National Ozone Water Corp. for the year ending March 31, 1996. Said amount shall also be paid or deducted if required to reflect any changes in the actual representations made in Section 1.
(c) The Purchaser agrees not to increase the prices of Ozone customers during the initial first year adjustment period. If however any National Ozone customer who discontinues or shall be in payment arrears of 120 days or more, said customer revenues shall be deducted from the purchase price from the date of discontinuance to the end of the adjustment period as outlined in paragraph 1 of this Agreement.
Payment for Assets. Buyer shall have delivered the Shares to be delivered by it pursuant to Section 3.2(b).
Payment for Assets. 3 1.4 Closing..............................................................................................3 1.5 Deliveries at Closing................................................................................3
