Payment of Asset Purchase Price Sample Clauses

Payment of Asset Purchase Price. (a) Buyer shall pay the Purchase Price and the Noncompete Payment to Seller and the Owners as follows: (i) Three Million Dollars ($3,000,000) (the "Closing Payment") shall be paid by Buyer by a wire transfer at the time of Closing. (ii) The Accounts Receivable Payment net of the Section 2.3 adjustments shall be paid by Buyer by wire transfer within thirty (30) days following the Closing Date. (iii) The Noncompete Payment shall be paid in installments in accordance with Exhibit 2.4(iii) hereof. (iv) Buyer shall deliver the Subordinated Promissory Note to Seller.
Sample 1
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Payment of Asset Purchase Price. Purchaser shall pay the Asset Purchase Price by wire transfer or cashier's check to Seller at Closing.
Sample 1
Payment of Asset Purchase Price. The Asset Purchase Price shall be paid in Buyer's common stock, par value $.01 per share (the "Common Stock"), by delivery at closing of an equivalent number of shares of Common Stock, valued as the average of the closing bid and asked prices of the Common Stock over the twenty (20) trading days preceding the Closing Date (the "SHARES"). Such Shares shall not be registered Shares, will be restricted Shares within the meaning of the Securities Act of 1933, as amended, and any applicable state blue sky laws (collectively, the "SECURITIES ACT"), and will be imprinted with a restrictive legend which declares the unregistered nature of the Shares, consistent with the attached Exhibit A. The Buyer agrees to cause the Shares to be registered under the Securities Act within one (1) year after the Closing. Notwithstanding Article 10 of this Agreement, in the event the Buyer does not so register the Shares within such time period, the Shareholders may pursue their rights and remedies in a court of competent jurisdiction in the State of Florida or Federal court sitting in Florida.
Sample 1
Payment of Asset Purchase Price. At the First Closing Time, the Asset Acquiror shall pay and satisfy the Asset Purchase Price as follows: (a) as to a portion of the Asset Purchase Price equal to the aggregate book value of the Assumed Liabilities, by the assumption by the Asset Acquiror of the Assumed Liabilities, as at and from the Closing Time; and (b) as to the balance of the Asset Purchase Price, by the allotment, issuance and delivery to the Seller as fully paid and non-assessable of 999 common shares in the capital of the Asset Acquiror (the "COMMON SHARES"). The Asset Acquiror acknowledges that the Asset Purchase Price does not include GST payable, if any, as a result of the purchase and sale of the Purchased Assets.
Sample 1
Payment of Asset Purchase Price. (a) On the Effective Date, Buyer shall deliver to SAMO one million dollars (US $1,000,000) in cash by wire transfer of immediately available funds to the Bank Account. (b) Upon the Patent Confirmation, and in any event not less than three (3) Business Days thereafter, Buyer shall deliver to SAMO one million dollars (US $1,000,000) in cash by wire transfer of immediately available funds to the Bank Account (the “Post-Issuance Payment”), provided that, in the event that the Patent Confirmation is not delivered by Buyer to SAMO within two (2) years and six (6) months following the Effective Date, the Post-Issuance Payment shall be deemed to be forfeited by SAMO.
Sample 1
Payment of Asset Purchase Price. (a) AG Promover will deliver to Offerors the amount equal to the Asset Purchase Price as calculated in accordance with Section 1.5, less any amounts for the Final Representative AR Collected Amount (which shall be paid in accordance with subsection 1.6(b) below), within ten (10) Business Days after the delivery of the Post-Closing Certificate, in Colombian Pesos in accordance with Section 6.4, by wire transfer to an account specified by Offerors at least two (2) Business Days in advance of such date, subject to any reduction for taxes required to be withheld by AG Promover under applicable law and any sales tax that may be accrued on the transfer of any Asset. The obligation of AG Promover to deliver such portion of the Asset Purchase Price on such date is without prejudice to the right of the Offerors or AG Promover to object the Post-Closing Certificate, as set out in Section 1.5(d). (b) No later than ten (10) Business Days after the determination of the Final Representative AR Collected Amount pursuant to Section 1.5(c), (i) AG Promover shall pay the Offerors an aggregate amount equal to the Final AR Representative Collected Amount less any amounts already collected by Offerors as set forth in the Final Representative AR Collected Amount Certificate or (ii) if this result is negative, Offerors shall pay AG Promover the relevant amount, in either case in Colombian Pesos, by wire transfer to an account designated by Offerors AG Promover, as the case may be, at least two (2) Business Days in advance of such date. The obligation of AG Promover or Offerors, as applicable, to deliver such portion of the Final Representative AR Collected Amount on such date is without prejudice to the right of the Offerors or AG Promover to object the Final Representative AR Collected Amount Certificate, as set out in Section 1.5(d).
Sample 1
Payment of Asset Purchase Price. A tentative Asset Purchase Price (the "Tentative Asset Purchase Price") shall be determined in accordance with the formula set forth in Section 1.2 of this Agreement, with net income of LFM for such purpose being determined by the unaudited financial statements of LFM, which shall have been prepared in accordance with generally accepted accounting principles. The Tentative Asset Purchase Price shall be paid at the Closing as follows: (a) An amount equal to (i) fifty percent (50%) of the Total Purchase Price less (ii) the Stock Purchase Price, shall be paid by LFI to OFP at the Closing by certified check or wire transfer; and (b) LFI shall issue its promissory note (the "Note") payable to OFP in the original principal amount equal to fifty percent (50%) of the Total Purchase Price. The Note shall be in the form attached hereto as EXHIBIT C and shall be (i) guaranteed by ACRG pursuant to a guaranty agreement (the "Guaranty") in the form attached hereto as EXHIBIT D, (ii) subordinated to indebtedness of ACRG to NationsBank of Texas, N.A. (or such successor lender thereto), pursuant to applicable provisions relating thereto contained in the Note and the subordination agreement (the "Subordination Agreement") in the form attached hereto as EXHIBIT E, (iii) secured by a lien on the Assets granted pursuant to a security agreement (the "Security Agreement") in the form attached hereto as EXHIBIT F, which lien shall be subordinated to the lien thereon of NationsBank of Texas, N.A. (or such successor lender thereto), and (iv) further secured by a deed of trust (the "Deed of Trust") in the form attached hereto as EXHIBIT G covering the land, buildings and improvements owned by LFI within which the business activities of OFP have been conducted (the "Facility"). Upon completion of the Audit, and any dispute resolution procedure invoked by OFP pursuant to Section 1.2 hereof, if any, the Asset Purchase Price shall be determined and the difference between the Asset Purchase Price and the Tentative Asset Purchase Price (the "Adjustment Amount") shall be paid promptly as follows:
Sample 1
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Related to Payment of Asset Purchase Price

  • Asset Purchase Price (a) All Assets and assets of the Failed Bank subject to an option to purchase by the Assuming Institution shall be purchased for the amount, or the amount resulting from the method specified for determining the amount, as specified on Schedule 3.2, except as otherwise may be provided herein. Any Asset, asset of the Failed Bank subject to an option to purchase or other asset purchased for which no purchase price is specified on Schedule 3.2 or otherwise herein shall be purchased at its Book Value. Loans or other assets charged off the Accounting Records of the Failed Bank before the Bid Valuation Date shall be purchased at a price of zero. (b) The purchase price for securities (other than the capital stock of any Acquired Subsidiary, Shared-Loss Securities, FRB and FHLB stock) purchased under Section 3.1 by the Assuming Institution shall be the market value thereof as of Bank Closing, which market value shall be (i) the market price for each such security quoted at the close of the trading day effective on Bank Closing as published electronically by Bloomberg, L.P., or alternatively, at the discretion of the Receiver, IDC/Financial Times (FT) Interactive Data; (ii) provided, that if such market price is not available for any such security, the Assuming Institution will submit a bid for each such security within three days of notification/bid request by the Receiver (unless a different time period is agreed to by the Assuming Institution and the Receiver) and the Receiver, in its sole discretion will accept or reject each such bid; and (iii) further provided in the absence of an acceptable bid from the Assuming Institution, each such security shall not pass to the Assuming Institution and shall be deemed to be an excluded asset hereunder. (c) Qualified Financial Contracts shall be purchased at market value determined in accordance with the terms of Exhibit 3.2(c). Any costs associated with such valuation shall be shared equally by the Receiver and the Assuming Institution.

  • Cash Purchase Price The term "Cash Purchase Price" shall have the meaning set forth in Section 2.3(a).

  • Payment of Receivables Purchase Price In consideration of the sale of the Receivables from the Seller to the Purchaser as provided in Section 2.1, on the Closing Date the Purchaser shall have paid to the Seller the Receivables Purchase Price.

  • Equity Interest Purchase Price The purchase price of the Optioned Interests (the “Base Price”) shall be XXX 00. If PRC law requires a minimum price higher than the Base Price when Party A exercises the Equity Interest Purchase Option, the minimum price regulated by PRC law shall be the purchase price (collectively, the “Equity Interest Purchase Price”).

  • Receivables Purchase Price On the Closing Date, the Purchaser shall deliver to the Seller the Receivables Purchase Price, as provided in Section 2.1(b).

  • Payment of the Purchase Price 4.2.1 At least three (3) Business Days prior to the Closing Date, Seller or Altor shall deliver to Buyers a statement that sets forth: (a) its good faith and reasonable best estimates of: (i) the Net Working Capital as of the Closing Date, as calculated and presented on Schedule 4.2.1(a)(i) attached hereto (the “Estimated Net Working Capital”); and (ii) the Cash as of the Closing Date, as calculated and presented on Schedule 4.2.1(a)(ii) attached hereto (the “Estimated Cash”); and (b) the allocation between the Altor Note and the SHB Note of the aggregate initial principal balance in the amount of USD 30 million less an amount equal to the difference between the Estimated Net Working Capital and the Normalized Net Working Capital on a USD by USD basis if the Estimated Net Working Capital is less than the Normalized Net Working Capital (the “Aggregate Initial Principal Balance”). 4.2.2 The cash purchase price to be paid by Buyers to Seller on Closing for the Transferred Shares (the “Cash Purchase Price”) shall be an amount in USD corresponding to the Preliminary Purchase Price (a) less the sum of the Consideration Shares multiplied by the Applicable Ampco Stock Price; and (b) less the Aggregate Initial Principal Balance of the Notes. 4.2.3 The amount to be repaid by Buyers to SHB on Closing as repayment on behalf of ÅAB of the outstanding principal, interest and other amounts due and owing with respect to the Existing Facilities (the “Bank Pay-Off Amount”) shall be an amount in USD corresponding to the Cash Amount (a) plus an amount equal to the difference between the Estimated Net Working Capital and the Normalized Net Working Capital on a USD by USD basis if the Estimated Net Working Capital exceeds the Normalized Net Working Capital provided that such amount shall not exceed SEK 20,000,000; (b) plus the Estimated Cash; (c) less the Unpaid Transaction Expenses; (d) less the Cash Purchase Price; (e) less the lower of (i) the R&W Insurance Premium and (ii) USD 300,000; and (f) plus any other amounts to be paid by Buyers to Seller pursuant to this Agreement. 4.2.4 The Bank Pay-Off Amount and the Aggregate Initial Principal Balance are adjusted in accordance with the provisions of Clause 8. 4.2.5 Any amounts to be paid by Buyers to Seller after Closing pursuant to this Agreement shall be added to the Bank Pay-Off Amount and be paid to SHB as compensation for cancellation of bank debt. 4.2.6 On the Closing Date, the Cash Purchase Price shall be paid by Buyer to SHB and the Converting Note and the Notes shall be issued by Buyer to SHB, in each case as repayment of bank debt on behalf of Seller and for the benefit of US Buyer, and the Bank Pay-Off Amount shall be paid by Buyer to SHB as repayment of bank debt on behalf of ÅAB and for the benefit of US Buyer. 4.2.7 For purposes of determining the Bank Pay-Off Amount pursuant to Clause 4.2.3 amounts in other currencies shall be translated into USD at the Exchange Rates as at four (4) Business Days prior to the Closing Date.

  • Base Purchase Price Buyer agrees to pay for the Assets the total sum of Thirty Million and No/100 Dollars ($30,000,000.00) (“Base Purchase Price”) to be paid by direct bank deposit or wire transfer in same day funds at the Closing, subject only to the price adjustments set forth in this Agreement.

  • Asset Purchase (a) Upon the terms and subject to the conditions set forth in this Agreement, at the Asset Closing, the Company shall, and shall cause its Subsidiaries to, sell, assign, transfer, convey and deliver to Purchaser, and Purchaser shall, and/or shall cause its Subsidiaries to, purchase, acquire and accept from the Company and its Subsidiaries, free and clear of all Liens other than Permitted Liens, all of the Company’s and such Subsidiaries’ respective right, title and interest in and to the following assets and all of the goodwill associated therewith (in each case after taking into account the effects of, and assuming the completion of, the Restructuring), as the same shall exist on the Asset Closing Date (collectively, the “Purchased Assets”): (i) the Owned Real Property (as defined in the Merger Agreement) and any fixtures, machinery, equipment and tangible personal property attached to or located on the Owned Real Property that relate to or are used or held for use in connection with the SMS Business; (ii) all inventories (including raw materials, purchased goods, parts, containers, recycled materials, work in process, supplies, finished goods and demo and consignment inventory) on the books of the Company or its Subsidiaries; (iii) all lists of current, former and prospective customers, suppliers, resellers and vendors, customers’ files, credit information, parts lists, business correspondence, business lists, brochures, manuals, sales literature, promotional literature and other selling, advertising and marketing materials and all other similar assets and rights related to the conduct of the SMS Business; (iv) all of the machinery, equipment, tools, spare parts, all transportation and office equipment, computers, furniture, furnishings, vehicles, and other fixed assets and personal property owned by the Company and its Subsidiaries and related to, used or held for use in connection with the SMS Business (including any and all hard drives, disks, diskettes, tapes or other tangible media), and in the case of any such items which are leased or licensed by the Company or its Subsidiaries, the Company’s and such Subsidiaries’ leasehold or license interest therein; (v) all Contracts to which any of the Company or its Subsidiaries are a party to the extent they are related to the SMS Business, including the SMS Agreements (collectively, the “Assumed Contracts”); (vi) all Intellectual Property owned by the Company and its Subsidiaries and that is related to the SMS Business and was used, is used or is held for use in the SMS Business (the “Transferred Business Intellectual Property”); (vii) all information technology systems, network or telecommunications equipment and software, desktop computer software, accounting, finance and database software, general software development and control systems, and tools, environments and other general information technology functionality, in each case that is used in the operation of the SMS Business; (viii) all Permits used in the SMS Business; (ix) all accounts receivable, notes receivable and other rights to payment of the Company or any of its Subsidiaries to the extent related to the SMS Business, together with any unpaid interest or fees accrued thereon or other amounts due with respect thereto, and any claim, remedy or other right related to any of the foregoing; (x) all deposits to the extent made by the Company or its Subsidiaries in connection with the SMS Business, and any claim, remedy or other right related to any of the foregoing, in each case to the extent associated with Assumed Contracts or other Purchased Assets, or related to other Assumed Liabilities; (xi) all prepaid assets paid by the Company or its Subsidiaries to the extent in connection with the SMS Business, and any claim, remedy or other right related to any of the foregoing, in each case to the extent associated with Assumed Contracts or other Purchased Assets, or related to Assumed Liabilities; (xii) all causes of action, claims, demands, rights (including rights under or pursuant to warranties, representations and guarantees made by suppliers, manufacturers or contractors) and privileges against third parties, whether liquidated or unliquidated, fixed or contingent, xxxxxx or inchoate that relate to events or breaches occurring on or prior to the Asset Closing Date which relate to the SMS Business, Purchased Assets or Assumed Liabilities; (xiii) all financial and other books and all other documents, microfilm and business records (other than Tax Returns) and correspondence, wherever located, related to the SMS Business, the Purchased Assets or the Assumed Liabilities; (xiv) personnel records for each Transferred SMS Employee (subject to the prior consent of such Transferred SMS Employee to the extent such consent is required by applicable Law in connection with the transfer of such personnel records of such Transferred SMS Employee); and (xv) all other assets of the Company and its Subsidiaries that relate to, or are used in the conduct of, the SMS Business, are not Excluded Assets and are not of a category or type described in the foregoing clauses of this Section 2.1(a). (b) The Seller Parties and the Purchaser Parties expressly understand and agree that the following assets and all of the goodwill associated therewith (in each case after taking into account the effects of, and assuming the completion of, the Restructuring), as the same shall exist on the Asset Closing Date shall be excluded from the Purchased Assets (the “Excluded Assets”): (i) all capital stock or other equity interests in any Person; (ii) all rights arising from Excluded Liabilities; and (iii) the Maintenance Agreements; (iv) all accounts receivable, notes receivable and other rights to payment of the Company or any of its Subsidiaries to the extent related to the Maintenance Business, together with any unpaid interest or fees accrued thereon or other amounts due with respect thereto, and any claim, remedy or other right related to any of the foregoing; (v) all deposits to the extent made by the Company or its Subsidiaries to the extent related to the Maintenance Business, and any claim, remedy or other right related to any of the foregoing, in each case to the extent associated with the Maintenance Business; (vi) all prepaid assets paid by the Company or its Subsidiaries to the extent in related to the Maintenance Business, and any claim, remedy or other right related to any of the foregoing, in each case to the extent associated with the Maintenance Business; (vii) all causes of action, claims, demands, rights (including rights under or pursuant to warranties, representations and guarantees made by suppliers, manufacturers or contractors) and privileges against third parties, whether liquidated or unliquidated, fixed or contingent, xxxxxx or inchoate that relate to events or breaches occurring on or prior to the Asset Closing Date which relate to the Maintenance Agreements; (viii) all other assets of the Company and its Subsidiaries that relate exclusively to, or are used exclusively in the conduct of, the Maintenance Business; and (ix) any assets that are excluded from the Purchased Assets pursuant to Section 3.1(c).

  • Agreement to Purchase Purchase Price Buyer acknowledges that it was the successful bidder for the Property at the Foreclosure Sale with a successful bid for the Property at the Foreclosure Sale in the amount of [ ] ($ ) (the “Purchase Price”), and agrees to purchase all of the interest in the Property from Seller in accordance with and in reliance upon the terms and conditions of this Agreement.

  • Additional Purchase Price The purchase price for the Additional Shares (the "Additional Purchase Price") shall be an amount equal to (i) the difference between (1) the aggregate proceeds to Purchaser from the sale of the Optional Securities and (2) the aggregate cost to Purchaser, as notified by Purchaser to Seller at the Second Time of Delivery, of the Additional STRIPS, multiplied by (ii) a fraction, the numerator of which is the Firm Share Base Amount and the denominator of which is the number of Firm Securities.

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