Payment of the Estimated Purchase Price; Assumption of Assumed Liabilities Sample Clauses

Payment of the Estimated Purchase Price; Assumption of Assumed Liabilities. Upon the terms and subject to the conditions set forth in this Agreement, in consideration of the sale and transfer of the Purchased Assets, at the Closing, (i) Purchaser and any applicable Subsidiary of Purchaser shall deliver to Seller and each Selling Subsidiary in accordance with the Worldwide Purchase Price Allocation Schedule an amount in cash equal to the Estimated Purchase Price, minus, if applicable, the Deferred Jurisdiction Purchase Price, and (ii) Purchaser and any applicable Subsidiary of Purchaser shall assume all of the Assumed Liabilities, in each case, in accordance with the Worldwide Purchase Price Allocation Schedule.
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Payment of the Estimated Purchase Price; Assumption of Assumed Liabilities. Upon the terms and subject to the conditions set forth in this Agreement, in consideration of the sale and transfer of the Purchased Assets, at the Closing, (i) Purchaser and any applicable Subsidiary of Purchaser shall deliver to Seller and each Selling Subsidiary in accordance with the Worldwide Purchase Price Allocation Schedule an amount in cash equal to the Estimated Purchase Price, minus, if applicable, the Deferred Jurisdiction Purchase Price, and
Sample 1
Payment of the Estimated Purchase Price; Assumption of Assumed Liabilities. Upon the terms and subject to the conditions set forth in this Agreement, in consideration of the sale and transfer of the Purchased Assets, at the Closing, (i) Purchaser and any applicable Subsidiary of Purchaser (including any applicable Miraclon Entity) shall deliver to Seller and each Selling Subsidiary in accordance with the Worldwide Purchase Price Allocation Schedule an amount in cash equal to the Estimated Purchase Price, minus, if applicable, the Deferred Jurisdiction Purchase Price, and (ii) Purchaser and any applicable Subsidiary of Purchaser shall assume all of the Assumed Liabilities, in each case, in accordance with the Worldwide Purchase Price Allocation Schedule; provided, however, that, (x) at the Miraclon Closing, Purchaser shall be deemed to have paid or caused to be paid the minimum purchase price required by applicable Laws with respect to the Miraclon Items, and, following the Miraclon Closing but prior to the Closing, Purchaser shall capitalize the Miraclon Entities through a contribution of cash in an amount sufficient to fund the Estimated Purchase Price in accordance with the Worldwide Purchase Price Allocation Schedule and (y) Purchaser and Seller agree to work in good faith to comply with any jurisdiction specific requirements relating to payment of the consideration and the sale and transfer of assets.”
Sample 1

Related to Payment of the Estimated Purchase Price; Assumption of Assumed Liabilities

  • Assumption of Assumed Liabilities Buyer hereby assumes and agrees to honor, pay and discharge when due the Assumed Liabilities.

  • Estimated Purchase Price Not less than five (5) Business Days prior to the anticipated Closing Date, the Seller shall deliver or cause the Company to deliver to the Buyer a good faith estimate of the consolidated balance sheet of the Company and the Consolidated Subsidiaries as of the close of business on the Closing Date (the “Preliminary Closing Balance Sheet”) together with the Seller’s good faith estimate of the Purchase Price (the “Estimated Purchase Price”). The Preliminary Closing Balance Sheet (i) shall be prepared in a manner consistent with the format and methodology of the Pro Forma Balance Sheet, (ii) subject to the adjustments set forth on the Pro Forma Balance Sheet, shall be in accordance with GAAP applied consistently with the Company’s past practices (to the extent such past practices are consistent with GAAP), and (iii) may exclude all footnotes. The Preliminary Closing Balance Sheet shall be certified as meeting the foregoing requirements by the Seller. The Preliminary Closing Balance Sheet and the Estimated Purchase Price shall be accompanied by all relevant backup materials and schedules, in detail reasonably acceptable to the Buyer, including, without limitation, the Seller’s good faith estimate of the Closing Book Value, Closing Indebtedness and Closing Transaction Expenses. As promptly as practicable, but in no event more than two (2) Business Days after the Seller’s delivery of the Preliminary Closing Balance Sheet, the Buyer shall identify to the Seller any adjustments to the Preliminary Closing Balance Sheet that the Buyer reasonably believes are required to accurately calculate the Estimated Purchase Price. In the event the Buyer has identified any adjustments to the Preliminary Closing Balance Sheet, then not later than two (2) Business Days prior to the anticipated Closing Date, the Seller shall re-deliver or cause the Company to re-deliver to the Buyer a revised Preliminary Closing Balance Sheet, setting forth the adjustments that the Seller believes in good faith to be required to accurately calculate the Estimated Purchase Price based on the Seller’s discussions with the Buyer, together with the Seller’s resulting estimate of the Estimated Purchase Price.

  • Purchase and Sale of Assets Assumption of Liabilities 8 2.1 Purchase and Sale of Assets 8 2.2 Excluded Assets 10 2.3 Assumption of Liabilities 11 2.4 Excluded Liabilities 12 2.5 Further Conveyances and Assumptions; Consent of Third Parties 12 2.6 Purchase Price Allocation 13

  • 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.

  • Assumed Liabilities Subject to the terms and conditions set forth herein, Buyer shall assume and agree to pay, perform and discharge only the following Liabilities of Seller (collectively, the “Assumed Liabilities”), and no other Liabilities:

  • Transfer of Assets and Assumption of Liabilities (a) On or prior to the Effective Time, but in any case prior to the Distribution, in accordance with the Plan of Reorganization:

  • Transfer of Assets; Assumption of Liabilities (a) Prior to the Distribution, Pinnacle shall effect the steps of the plan and structure set forth on Schedule 2.1(a) (such plan and structure being referred to herein as the “Plan of Reorganization”), including:

  • Non-Assumption of Liabilities Subject to the limitation on indemnification in Sections 8.6 and 8.7, Buyer does not assume and shall not be responsible for any liabilities, indebtedness or obligations of the Seller or the Business other than the Assumed Liabilities (as defined herein). Without limiting the of the foregoing sentence, the Parties hereby agree that except as expressly set forth in Section 7.2 hereof, Buyer shall not, by the execution and performance of this Agreement or otherwise, assume, become responsible for or incur any liability or obligation of any nature of either Seller or any Shareholder, whether legal or equitable, matured or contingent, known or unknown, foreseen or unforeseen, ordinary or extraordinary, patent or latent, whether arising out of occurrences prior to, at or after the date of this Agreement (provided such occurrences have a basis prior to the Closing Date), not otherwise disclosed to Buyer, including, without limiting the generality of the foregoing, any liability or obligation arising out of or relating to: (a) any occurrence or circumstance (whether known or unknown) having a basis prior to the Closing Date which occurs or exists on or prior to the Closing Date and which constitutes, or which by the lapse of time or giving notice (or both) would constitute, a breach or default under any lease, contract, or other instrument or agreement (whether written or oral); (b) any injury to or death of any person or damage to or destruction of any property, whether based on negligence, breach of warranty, or any other theory having a basis prior to the Closing Date; (c) a violation by Seller or any Shareholder of any Applicable Laws or the requirements imposed by any governmental authority or of the rights of any third person, including, without limitation, any requirements relating to the reporting and payment of federal, state, local or other income, sales, use, franchise, excise or property tax liabilities of Seller; (d) the generation, collection, transportation, storage or disposal by Seller of any materials, including, without limitation, Hazardous Materials, having a basis prior to the Closing Date to or from the Real Property; (e) an agreement or arrangement in existence on the Closing Date between Seller and its employees or any labor or collective bargaining unit representing any such employees; (f) the severance pay obligation of Seller or any employee benefit plan (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended) or any other fringe benefit program maintained or sponsored by Seller or to which Seller contributes, or any contributions, benefits or liabilities therefor, or any liability for the withdrawal or partial withdrawal from or by reason of the termination of any such plan or program by Seller; (g) indebtedness and all other obligations and liabilities of Seller to any bank or other lender, who has extended credit to Seller for which there is an outstanding indebtedness or obligation owed by Seller to such lender on the Closing Date, except to the extent any such obligations or liability is an Assumed Liability; (h) any liability or obligation arising as a result of or out of any claim, legal or equitable action, proceeding or investigation pertaining to or relating in any way to Seller initiated at any time, having a basis prior to the Closing Date, whether or not listed on Schedule 4.1(h); (i) any liability, obligation, cost or expense related to the Excluded Assets; (j) any liability, obligation cost or expense incurred prior to the Closing Date related to the Operations Property, including, without limitation, the environmental condition thereof; (k) the liabilities or obligations of Seller for brokerage or other commissions relative to this Agreement or the transactions contemplated hereunder as a result of a contract for this transaction between Seller and such broker; (l) any liability or obligation of Seller for taxes of any kind, whether relating to periods before or after the Closing Date, or whether incurred by Seller in connection with this Agreement, the Business or the transactions contemplated hereby, except any taxes incurred in connection with the operation of the Business by Buyer on or after the Closing, those taxes solely attributable to Buyer and WCA and those taxes specifically prorated at Closing and undertaken by Buyer pursuant to such proration; (m) any liability or obligation to pay for any products, goods, raw materials or services delivered or provided to Seller prior to the Closing Date in respect of the Business or otherwise, except to the extent such liability or obligation is an Assumed Liability or attributable to products and services for Buyer’s benefit; (n) any liability or obligation of Seller under any guarantee or any agreement to provide indemnification to any other person or entity; (o) any liability or obligation arising from the acts or omissions of Seller or its Affiliates, representatives, agents or employees, accrued prior to the Closing Date, except to the extent that any such liability or obligation is an Assumed Obligation; and (p) all trade payables and accruals of the Seller in respect of the Business or otherwise (the items described in this Section 7.1 being referred to, collectively, as the “Retained Liabilities”). The Seller shall retain all of the Retained Liabilities. The assumption of the Assumed Liabilities by Buyer hereunder shall not in any respect enlarge any rights of third parties under contracts or arrangements with Buyer or Seller and nothing herein shall prevent any party from contesting in good faith any of the Retained Liabilities or the Assumed Liabilities, as the case may be, with any third party. Seller agrees to indemnify Buyer and its successors and assigns from and against any liabilities or obligations related to any Retained Liabilities in accordance with Section 8.1 hereof, and Buyer shall indemnify Seller and its successors and assigns from and against any liabilities or obligations of any Assumed Liabilities.

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

  • Deferred Purchase Price On each Business Day on and after the Final Payout Date, the Servicer, on behalf of the Agent, shall pay to the SPV an amount equal to the Collections of Receivables received by the SPV less the accrued and unpaid Servicing Fee (and the SPV (or the Servicer on its behalf) shall apply such Collections in the manner described in Section 2.14).

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