Payment of Purchase Price at the Closing Sample Clauses

Payment of Purchase Price at the Closing. At the Closing, and subject to the satisfaction or waiver of all of the conditions set forth in Section 6.1 and Section 6.2:
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Payment of Purchase Price at the Closing. Upon the terms and subject to the conditions contained herein, the purchase price for the Units payable at Closing will be equal to (a) (i) seven multiplied by (ii) 2014 EBITDA (which the Parties agree is equal to $1.9 million), less (b) Estimated Debt, less (c) the amount, if any, by which Target Net Working Capital exceeds Estimated Net Working Capital, plus (d) the amount, if any, by which Estimated Net Working Capital exceeds Target Net Working Capital, (collectively, the “Closing Purchase Price”). In addition to the Closing Purchase Price, the Buyer shall pay the Earn-Out Payments as described in and in accordance with Section 1.4 (together with the Closing Purchase Price, the “Purchase Price”). At the Closing, Buyer shall pay the Closing Purchase Price, as adjusted pursuant to Section 1.3 below, by wire transfer of immediately available funds, to the account(s) designated in writing by Sellers at least two Business Days prior to Closing. Each Seller will receive its portion of the Purchase Price in proportion to such Seller’s ownership of the Units as set forth on Schedule I hereto (the “Pro Rata Share”), which Pro Rata Share is calculated by dividing the number of Units owned by each Seller by the total number of issued and outstanding Units.
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Payment of Purchase Price at the Closing. At the Closing, (a) either (i) the Deposit shall be applied to the Purchase Price and delivered by the Escrow Agent to the Seller or (ii) if the Letter of Credit shall have been delivered to the Seller, the Seller shall draw upon the Letter of Credit, in each case, as provided in Section 2.01, (b) $4,500,000 of the Purchase Price shall be paid by the delivery of the Purchase Money Note to the Seller, (c) $3,000,000 of the Purchase Price shall be paid by the issuance of the Preferred Interests and (d) the balance of the Purchase Price (as adjusted pursuant to Sections 2.04, 2.05, 2.06, 9.06 and 9.20) shall be paid by the Purchaser to the Seller by wire transfer of immediately available funds to one or more accounts of the Seller, which accounts the Seller shall specify to the Purchaser at least two (2) Business Days prior to the Closing Date.
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Payment of Purchase Price at the Closing. At the Closing, the Buyer shall deliver, by wire transfer of immediately available funds to an account or accounts specified by the Seller, an amount equal to the Fixed Purchase Price, plus the Estimated Working Capital Amount (which may be a negative number), minus the Capital Expenditure Deficit, and minus the Subscriber Adjustment, if any.
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Payment of Purchase Price at the Closing. At the Closing:
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Related to Payment of Purchase Price at the Closing

  • Purchase Price; Payment of Purchase Price In addition to the Assumed Liabilities described below, the aggregate consideration for the Subject Assets (the “Purchase Price”) shall be the amount equal to: $2,000,000. The Purchase Price shall be subject to adjustment as set forth in Section 1.7 below as so adjusted.

  • Payment of Purchase Price The Purchase Price shall be paid as follows:

  • Payment at Closing The Borrower shall have paid (A) to the Administrative Agent, the Arrangers and the Lenders the fees set forth or referenced in Section 4.3 and any other accrued and unpaid fees or commissions due hereunder, (B) all reasonable fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent accrued and unpaid prior to or on the Closing Date, plus such additional amounts of such reasonable fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent) and (C) to any other Person such amount as may be due thereto in connection with the transactions contemplated hereby, including all taxes, fees and other charges in connection with the execution, delivery, recording, filing and registration of any of the Loan Documents.

  • Adjustment of Purchase Price NUMBER AND KIND OF SHARES OR NUMBER OF RIGHTS. The Purchase Price, the number and kind of shares covered by each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 11.

  • Purchase Price; Consideration Purchaser shall, on the date hereof (the “Closing Date”), issue to Seller a promissory note, substantially in the form attached hereto as Exhibit B, in the sum of Fifteen Thousand Dollars ($15,000) (the “Promissory Note”) as the consideration for the Ownership Interests.

  • Purchase Price; Allocation of Purchase Price (a) Subject to the terms and conditions of this Agreement, the purchase price for the Interests and the Purchased Assets (other than the Specified OUS Assets) (such amount, the “Purchase Price”) is payable as follows:

  • Payment at Closing; Fee Letters The Borrower shall have paid to the Administrative Agent and the Lenders the fees set forth or referenced in Section 4.3 and any other accrued and unpaid fees or commissions due hereunder (including, without limitation, legal (including, without limitation, local counsel) fees and expenses) and to any other Person such amount as may be due thereto in connection with the transactions contemplated hereby, including all taxes, fees and other charges in connection with the execution, delivery, recording, filing and registration of any of the Loan Documents.

  • Payment of Purchase Price for the Mortgage Loans (a) In consideration of the sale of the Initial Mortgage Loans from each of the Sellers to the Purchaser on the Closing Date, the Purchaser agrees to transfer to the applicable Seller on the Closing Date the purchase price for the applicable Initial Mortgage Loans provided in the Adoption Annex attached as Annex 1 to this Agreement (the "Adoption Annex").

  • Amount of Purchase Price The purchase price (“Purchase Price”) per Share for each Share which Optionee is entitled to purchase under the Options shall be $2.25 per Share.

  • Purchase Price Payment Purchaser shall deliver to SAFEDOX the sum of $5,000 in payment of the 16,667 shares of Common Stock purchased by Purchaser hereunder, a per share price of $.30, which payment shall be delivered as provided in paragraphs VI and VII hereinbelow.

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