Price for the Assets Sample Clauses

Price for the Assets. The purchase price for the Assets (the "Purchase Price") shall be payable by Purchaser to the Sellers as follows: (a) [Confidential Treatment Requested with SEC] shall be payable to Sellers by Purchaser check or wire transfer at the Closing. (b) [Confidential Treatment Requested with SEC] shall be payable to Sellers by Purchaser check or wire transfer on the date that is six months after the Closing Date. (c) [Confidential Treatment Requested with SEC] shall be payable to Sellers by Purchaser check or wire transfer on the first anniversary of the Closing Date. The cash that would be payable to Sellers pursuant to subsections (a), (b) and (c) of this Section 2 shall be allocated between Mobitel and Network as set forth on Exhibit B hereto.
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Price for the Assets. The purchase price for the Shares (the "Purchase Price") shall be [Confidential Treatment Requested with SEC] and shall be payable by Purchaser to the Shareholders by wire transfers at the Closing. The Purchase Price will be divided between the Shareholders based on their share ownership as set forth in Section 3(b) hereof.
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Price for the Assets. The purchase price for the Assets (the "Purchase Price") shall be payable by Purchaser to the Company as follows: (a) [Confidential Treatment Requested with SEC] shall be payable by Purchaser check or wire transfer at the Closing. (b) If, and only if, the net profits before taxes, interest and corporate allocations for Purchaser's Stoughton sales office as reasonably determined by Purchaser ("Adjusted Net Profits") equal or exceed [Confidential Treatment Requested with SEC] for the one-year period ending one year after the Closing (the "First Earn-out Period"), Purchaser would pay the Company an additional amount equal to (i) [Confidential Treatment Requested with SEC] if Adjusted Net Profits for such period equal or exceed [Confidential Treatment Requested with SEC], or (ii) if Adjusted Net Profits for such period equal or exceed [Confidential Treatment Requested with SEC] but are less than [Confidential Treatment Requested with SEC], the product of (A) [Confidential Treatment Requested with SEC] and (B) a fraction, the numerator of which is Adjusted Net Profits for such period and the denominator of which is [Confidential Treatment Requested with SEC]. (c) If, and only if, the Adjusted Net Profits equal or exceed [Confidential Treatment Requested with SEC] for the one-year period ending two years after the Closing (the "Second Earn-out Period"), Purchaser would pay the Company an additional amount equal to (i) [Confidential Treatment Requested with SEC] if Adjusted Net Profits for such period equal or exceed [Confidential Treatment Requested with SEC], or (ii) if Adjusted Net Profits for such period equal or exceed [Confidential Treatment Requested with SEC] but are less than [Confidential Treatment Requested with SEC], the product of (A) [Confidential Treatment Requested with SEC] and (B) a fraction, the numerator of which is Adjusted Net Profits for such period and the denominator of which is [Confidential Treatment Requested with SEC].
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Related to Price for the Assets

  • Buyer Warranties 38.1 The Buyer represents and warrants that: (a) it has full power and capacity to enter into this Contract; (b) it has the financial capacity to perform its obligations; (c) it does not require the consent of any third party to this Contract or to perform its obligations; (d) they are aware of the rights given to purchasers by sections 217-219 (inclusive)of the Act ; (e) that any alteration, variation or matter referred to in clause 13 of this Contract will not materially prejudice their position and the Buyer agrees to be bound by any such matters or alterations; (f) it has not relied on or been induced to enter into this Contract by any representation or warranty made by the Seller, a consultant of the Seller, an agent of the Seller or any other person other than as expressly set out in this Contract; (g) it has relied on its own independent investigations and enquiries about the Scheme, the development and the Lot in entering into this Contract; (h) it has had the opportunity to obtain independent legal, financial, taxation and accounting advice in relation to the Lot and this Contract; and (i) the Buyer was not introduced to the lot by any person other than the Agent. 38.2 The Buyer agrees that information in brochures, models or other material of any description in connection with the sale of the Lot are indicative only and are not to be relied on or if relied on, the Buyer acknowledges that it elects to do so at its own risk and with full understanding that the Lot and Scheme may vary from the information in those items as represented in any of them, in accordance with the terms of this Contract. Where there is any inconsistency between plans, the sizes, dimensions and measurements on the draft survey plan contained in the Disclosure Statement (as amended from time to time) prevails. 38.3 The Buyer acknowledges and agrees that it has had the opportunity, prior to signing this Contract, to obtain an independent valuation in relation to the Lot and that no representations or warranties about the likely value of the lot at completion has been made by the Seller, a consultant of the Seller, an agent of the Seller. 38.4 The Buyer acknowledges and agrees that it had the opportunity to investigate the Land and the financial viability and/or performance of any investment in the Lot prior to signing this Contract and during the statutory 5 day cooling off period.

  • Purchaser Warranties 8.1. The Purchaser warrants to the Seller as at the Execution Date, and, save as expressly provided otherwise, as at the Completion Date in terms of the warranties set out in Schedule 4 (“Purchaser Warranties”). 8.2. The Purchaser acknowledges that the Seller has entered into this Agreement in reliance on, amongst others things, the Purchaser Warranties. 8.3. If after the Execution Date (i) it is brought to the knowledge of the Purchaser that any of the Purchaser Warranties were untrue, inaccurate or misleading in any material respect as of the Execution Date, or (ii) any event occurs or any matter arises which to the knowledge of the Purchaser results or could reasonably be expected to result in any of the Purchaser Warranties being untrue, inaccurate or misleading in any material respect at Completion had the Purchaser Warranties been repeated as at the Completion Date, the Purchaser shall notify the Seller in writing as soon as reasonably practicable and in any event prior to the Completion Date. Any such notifications shall be disregarded with respect to determining whether the condition set forth in Clause 3.1(iii) has been satisfied and for the purposes of Clause 10.

  • REPRESENTATIONS AND WARRANTIES OF SELLER AND PURCHASER Seller and Purchaser hereby represent and warrant that there has been no act or omission by Seller, Purchaser or the Corporation which would give rise to any valid claim against any of the parties hereto for a brokerage commission, finder's fee, or other like payment in connection with the transactions contemplated hereby.

  • REPRESENTATIONS AND WARRANTIES OF SELLER PARTIES Each Seller Party hereby jointly and severally represents and warrants to the Purchasers as follows:

  • REPRESENTATIONS AND WARRANTIES OF SELLERS Sellers represent and warrant to Buyer as follows:

  • Representations and Warranties as to the Pool of Receivables The Depositor makes the following representations and warranties as to the pool of Receivables on which the Trust shall be deemed to have relied in accepting the pool of Receivables. The representations and warranties speak as of the Closing Date, except to the extent otherwise provided, but shall survive the sale, transfer, assignment and conveyance of the pool of Receivables to the Trust pursuant to this Agreement and the pledge of the Receivables to the Indenture Trustee pursuant to the Indenture:

  • Representations and Warranties as to the Receivables The Seller makes the following representations and warranties as to each Receivable, on which Ally Auto relies in accepting the Receivables. Such representations and warranties speak as of the Closing Date, and shall survive the sale, transfer and assignment of the Receivables to Ally Auto and the subsequent assignment and transfer pursuant to the Further Transfer Agreements:

  • REPRESENTATIONS AND WARRANTIES OF BUYER Buyer represents and warrants to Seller as follows:

  • REPRESENTATIONS AND WARRANTIES OF BUYERS Buyers represent and warrant to Sellers as follows:

  • REPRESENTATIONS AND WARRANTIES OF SELLER Seller represents and warrants to Buyer as follows:

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