Payment of Purchase Price and Assumption of Assumed Liabilities Sample Clauses

Payment of Purchase Price and Assumption of Assumed Liabilities. In consideration for the transfer of the Purchased Assets, and the license of the Licensed Intellectual Property, Buyer shall (i) pay to Seller the Closing Payment by electronic bank transfer in immediately available funds directly to the accounts specified by Seller, (ii) deliver to Seller the Other Agreements to which it is a party, and (iii) assume the Assumed Liabilities. In addition, Buyer shall deliver the certificates required by Sections 8.1.1 and 8.1.2.

Payment of Purchase Price and Assumption of Assumed Liabilities. On the Closing Date, Purchaser shall assume the Assumed Liabilities and shall pay or cause to be paid or deliver or cause to be delivered: 4.2.1. to Seller, by bank wire transfer of immediately available funds to an account designated in writing by Seller, an amount in cash equal to: (a) Eight Million Five Hundred Thousand Dollars ($8,500,000), minus (b) the amount of any and all outstanding Indebtedness of Seller as of the Closing Date (including, without limitation, the Indebtedness referenced on the Certificate of Indebtedness), minus (c) the Escrow Amount, plus or minus (d) any adjustments as provided in Section 4.3 (the amount wired to Seller being the “Closing Cash Amount”). 4.2.2. to the Persons designated in the Certificate of Indebtedness, the respective portion of the amount of cash withheld under Section 4.2.1(b) for Indebtedness; and 4.2.3. the Escrow Amount into an escrow account pursuant to the terms of the Escrow Agreement.

Payment of Purchase Price and Assumption of Assumed Liabilities. On the Closing Date, Purchaser shall assume the Assumed Liabilities and shall pay or cause to be paid or deliver or cause to be delivered the Closing Cash Amount, by bank wire transfer of immediately available funds, as follows: 4.2.1. to the Escrow Agent, $500,000.00 (the “Escrow Amount”) pursuant to the terms of the Escrow Agreement; 4.2.2. to the third parties set forth on the Distribution Schedule, the amounts noted thereon; and 4.2.3. to Seller, the balance of the Closing Cash Amount after the payment of the amounts set forth in Sections 4.2.1 and 4.2.2 above to Seller’s account as set forth on the Distribution Schedule.

Payment of Purchase Price and Assumption of Assumed Liabilities. On the Closing Date, the Purchaser shall assume the Assumed Liabilities and shall pay or cause to be paid or deliver or cause to be delivered: 4.2.1. to the Company by bank wire transfer of immediately available funds to an account designated in writing by the Company, an amount in cash equal to the sum of the following: 4.2.1.1. $3,500,000 adjusted as provided in Section 4.3 (the “Closing Cash Amount”); minus 4.2.1.2. the amount of any and all outstanding Indebtedness of the Company as of the Closing Date as determined by the Purchaser and to the extent set forth on the Certificate of Indebtedness; 4.2.2. to the Persons entitled thereto, all of the Indebtedness of the Company as determined by the Purchaser and to the extent set forth on the Certificate of Indebtedness; 4.2.3. the Escrow Amount into an escrow account pursuant to the terms of the Escrow Agreement; and 4.2.4. to the Company, the Closing ORBCOMM Stock less the Escrow Amount.

Payment of Purchase Price and Assumption of Assumed Liabilities. In consideration for the sale and transfer of the Purchased Assets, Buyer shall pay to Seller an amount equal to the Net Unit Redemption Payment, execute and deliver to Seller the Note, Pledge and UCC-1 Financing Statement, and execute and deliver to Seller the Assignment and Assumption Agreement, whereby Buyer assumes the Assumed Liabilities. In addition, Buyer shall deliver (a) the certificate required by Section 9.1.2, (b) the opinion required by Section 9.1.3., (c) UCC, judgment and tax lien searches showing no liens or encumbrances on the assets of Buyer, and (d) the Subleases.

Payment of Purchase Price and Assumption of Assumed Liabilities. (a) At the Closing, (i) the Purchaser shall pay, or cause to be paid, by wire transfers of immediately available funds, (A) to the Seller, $7,000,000, and (B) to Bank Hapoalim (the "Bank"), on behalf of the Seller pursuant to the Credit Instruments (as defined in section 6.1.1(c)), $12,000,000, and (ii) the Purchaser shall agree to assume, and pay, perform, and discharge, and indemnify and hold the Seller and its subsidiaries harmless from and against, the Assumed Liabilities. Notwithstanding anything to the contrary in this agreement, if the Seller shall have breached section 5.1 by virtue of failing to pay a payable or payables in a timely manner and the Purchaser shall have paid the payable or payables (after giving the Seller written notice of the breach and affording the Seller an opportunity to cure the breach promptly), the Purchase Price and the amount payable under this section 1.5 shall be reduced by the sum of the payment or payments. Nothing in the preceding sentence is intended to affect the Purchaser's rights under section 3.2, 6.1, or otherwise under this agreement. (b) Not later than three business days after the Final Accounting Docu become final, binding, and conclusive on the parties, (i) if the Final Net Asset Amount is a positive number, the Purchaser shall pay, or cause to be paid, to the Seller, by wire transfer of immediately available funds, an amount equal to the sum of (A the Final Net Asset Amount plus (B) an amount in the nature of interest on the Final Net Asset Amount at the rate of 8% a year from the date of the Closing to the date of payment, and (ii) if the Final Net Asset Amount is a negative number, the Seller shall pay the Purchaser or its designee, by wire transfer of immediately available funds, an amount equal to the sum of (A the Final Net Asset Amount plus (B) an amount in the nature of interest on the Final Net Asset Amount at the rate of 8% a year from the date of the Closing to the date of payment. (c) Not later than February 28, 2002, the Purchaser shall pay, or cause to be paid, to the Seller, by wire transfer of immediately available funds, $1,000,000, plus an amount in the nature of simple interest on $1,000,000 at the six-month treasury rate for United States securities published in The New York Times on the date of the Closing, from the date of the Closing to the date of payment (the "Interest Amount").

Payment of Purchase Price and Assumption of Assumed Liabilities. On the Closing Date, Purchaser shall assume the Assumed Liabilities and shall pay or cause to be paid or deliver or cause to be delivered: 4.2.1. to Company, by bank wire transfer of immediately available funds to an account designated in writing by Company, an amount in cash equal to: (a) Thirty-Five Million Dollars ($35,000,000), minus (b) the amount of any and all outstanding Indebtedness of Sellers as of the Closing Date, including, without limitation, the Indebtedness referenced on the Certificate of Indebtedness, that is paid by Purchaser on behalf of Sellers, minus (c) the Escrow Amount and the Working Capital Escrow Amount, minus (d) the amount of the ORBCOMM Payable; minus (e) one-half of the premium for the R&W Insurance Policy, minus (f) Seven Hundred Sixty-Four Thousand One Hundred Twenty-Two and 05/100 Dollars ($764,122.05), based on the average closing price of ORBCOMM Stock on the NASDAQ Stock Market for the twenty (20) trading days immediately prior to Closing (the “Closing Payment Amount”); 4.2.2. to the Persons designated in the Certificate of Indebtedness, the respective portion of the amount of cash withheld under Section 4.2.1(b) for Indebtedness; 4.2.3. to the Escrow Agent, the cash Escrow Amount and the Working Capital Escrow Amount into an escrow account pursuant to the terms of the Escrow Agreement; 4.2.4. to ORBCOMM, the amount of the ORBCOMM Payable; 4.2.5. to the R&W Insurance Provider, the premium for the R&W Insurance Policy (one-half of which will be paid by the Company and one-half of which will be paid by Purchaser); and 4.2.6. to Company or its designee(s), shares of ORBCOMM Stock in an amount equal in value to Seven Hundred Sixty-Four Thousand One Hundred Twenty-Two and 05/100 Dollars ($764,122.05), based on the average closing price of ORBCOMM Stock on the NASDAQ Stock Market for the twenty (20) trading days immediately prior to Closing; provided that all ORBCOMM Stock issued hereunder shall be subject to the lock up provisions of Section 8.12 of this Agreement.

Payment of Purchase Price and Assumption of Assumed Liabilities. In consideration for the transfer of the Purchased Assets, Subsidiary Shares and Purchased Co-Assets, Buyer shall pay to the corresponding Seller from which it is purchasing Purchased Assets, Subsidiary Shares or Purchased Co-Assets the Purchase Price allocated thereto by electronic bank transfer in immediately available funds directly to the accounts set forth on Schedule 4.3(b) hereof. For purposes hereof, the Purchase Price allocated to the Germany Business and the Spain Business will be converted to and paid in Euros, at the exchange rate for converting US Dollars to Euros, and the Purchase Price for the UK Business shall be converted to the British Pound at the exchange rate for converting U.S. Dollars to the British Pound, in each case as set forth in The Wall Street Journal on the business day immediately preceding the Closing Date. The balance of the Purchase Price shall be paid in U.S. Dollars. In addition, Buyer shall deliver to Sellers the Assignment and Assumption Agreements and the certificates, opinions and other documents required by Section 9.1.

Payment of Purchase Price and Assumption of Assumed Liabilities. In consideration for the transfer of the Purchased Assets, Buyers shall pay to Sellers $80 million or, at Sellers' direction, shall pay to designated subsidiaries of Sellers any portion of such amount, by electronic bank transfer in immediately available funds directly to the account(s) set forth on Schedule 4.2(c) hereof and shall deliver to Sellers the Promissory Note signed by Akzo LLC and Guarantor, and the Assignment and Assumption Agreements fully executed by Buyers, and all Ancillary Agreements, fully executed by Buyers or CIS, as the case may be. For purposes hereof, the Purchase Price shall be paid in U.S. Dollars. In addition, Buyers shall deliver to Sellers the certificates and other documents required by Article 9.1.

Payment of Purchase Price and Assumption of Assumed Liabilities. In consideration for the transfer of the Purchased Assets, Buyer (a) shall pay to Seller the portion of the Purchase Price payable on the Closing Date in accordance with Section 3.2, above (the "Closing Date Portion of the Purchase Price") by electronic bank transfer in immediately available funds directly to Seller's Account in accordance with instructions provided by Seller to Buyer prior to Closing and (b) shall deliver to Seller the Transaction Documents to which Buyer is a party which are contemplated to be delivered at Closing under this Agreement. In addition, Buyer shall deliver the certificate required by Section 9.1.2 and the opinion required by Section 9.1.3.