PURCHASE AND SALE 2. Section 2.1 Purchase and Sale 2 Section 2.2 Assets 2 Section 2.3 Excluded Assets 3 Section 2.4 Effective Time; Proration of Costs and Revenues 3 Section 2.5 Procedures 4
PURCHASE AND SALE 2. 1. The Sale . . . . . . . . . . . . . . . . . . . . . 25 2.2. Excluded Assets . . . . . . . . . . . . . . . . . . 25 2.3.
PURCHASE AND SALE 2. 1 Agreement to Sell At the Closing, and except as otherwise specifically provided in this Agreement, Newco will purchase from the Members and the Members will validly and effectively grant, sell, convey, assign, transfer and deliver to Newco, upon and subject to the terms and conditions of this Agreement, all of the Members' right, title and interest in and to the Interests, free and clear of all Liens, including tax Liens, and will assume only those liabilities of NBS set forth described in Section 2.3 (the "Liabilities"). 2.2 Purchase Price and Payment The purchase price ("Purchase Price") to be paid to the Members by Purchasers for the Members' Interests to be acquired at Closing shall be equal to the difference between twenty million dollars ($20,000,000) and the purchase price for the ISG Assets under the ISG Purchase Agreement (the MISG Purchase Price"), subject to the provisions of Sections 2.4 and 2.5, below; provided that the allocation of the Purchase Price does not have a material adverse impact on Purchaser's results of operations or liquidity. The Purchase Price shall consist of: Page 4 (a) A payment, by wire transfer or certified check, in an amount equal to seventeen million seven hundred fifty thousand dollars ($17,750,000), less the ISG Purchase Price, payable to the Members at Closing in the proportion that the Members hold the Interests as set forth on Schedule A. (b) Shares of Fusion common stock ("Fusion Stock") having a value of one million two hundred fifty thousand dollars ($1,250,000), issuable to the Members in the proportion that the Members hold the Interests as set forth on Schedule A. The number of shares of Fusion Stock shall be calculated and paid based upon the average closing price of the shares of Fusion Stock for fifteen (15) trading days immediately preceding the date of Closing. (c) A note from Fusion to the Members (the "Members' Note"), payable to the Members in the proportion that the Members hold the Interests as set forth on Schedule A, in the amount of one million dollars ($1,000,000), payable in equal monthly Installments over a period of twenty four (24) months beginning in the third (3rd) month following Closing with interest at the rate of three percent (3%) per annum, calculated annually. 2.3 Liabilities In connection with Purchaser’s acquisition of the Interests, Purchasers shall assume only the following liabilities of NBS (the "Liabilities"): (a) All of the liabilities associated with the Business that we...
PURCHASE AND SALE 2. 1. Subscription for Units by the Investors. Subject to the terms and conditions of this Agreement, on the Closing Date (as defined below), each of the Investors shall severally, and not jointly, purchase, and the Company shall sell and issue to each Investor, Units at a purchase price of $4.00 per Unit. 6 2.2.
PURCHASE AND SALE 2. 1 Purchase and Sale of Membership Interests and Minority-Owned Shares. Upon the terms and subject to the conditions of this Agreement: (a) Seller agrees to sell to Buyer, and Buyer agrees to purchase from Seller, all of the Membership Interests, free and clear of any Liens, for an aggregate purchase price (the “Company Purchase Price”) in cash equal to the Seller’s Pro Rata Percentage of the Base Price, as adjusted pursuant to Section 2.4 and Section 2.5; and (b) Each Minority Shareholder agrees to sell to Buyer, and Buyer agrees to purchase from the Minority Shareholders, all of the Minority-Owned Shares, free and clear of any Liens, for an aggregate purchase price (the “Share Purchase Price”) in cash equal to the aggregate Minority Shareholders' Pro Rata Percentages of the Base Price, as adjusted pursuant to Section 2.4 and Section 2.5; provided that, upon written notice to the Seller Parties prior to the Closing Date, Buyer may assign its right to receive the Minority-Owned Shares to any Affiliate of Buyer (including the Company) -by designating such Affiliate in such notice. 2.2
PURCHASE AND SALE 2. Section 1.1 Purchase and Sale of the Subject Securities 2 Section 1.2 The Closing 2
PURCHASE AND SALE 2. 1 Purchase and Sale 2.2 Assumption of Rights and Liabilities 2.3 Reimbursement for Ineligible Accounts
PURCHASE AND SALE 2. Section 2.01. Purchase and Sale of Assets. 2 Section 2.02. Assignment of Contracts and Rights; Third Party Consents. 8 Section 2.03. Closing. 9 Section 2.04. Purchase Price. 9 Section 2.05. Closing Deliveries by the Sellers. 9 Section 2.06. Closing Deliveries by the Buyer. 10 Section 2.07. Adjustment of Purchase Price. 11 Section 2.08. Allocation of Certain Items. 13 Section 2.09. Allocation of Purchase Price. 14 Section 2.10. Withholding. 14
PURCHASE AND SALE 2. 1 The Purchaser agrees to purchase and the Seller agrees to sell all its right, title and interest in the Property at a purchase price of Forty-two Million Dollars Canadian (Cdn. $42,000,000) payable by cash or certified cheque on closing, subject to adjustments as hereinafter provided. 2.2 The parties acknowledge and agree that the purchase price has been allocated as follows: Shares of TEC Hotels.................................... $ 450,000.00 FF & E.................................................. $ 4,652,000.00 FF & E reserve.......................................... $ 1,280,840.00 Leasehold interest and building......................... $35,561,660.00 Intangibles............................................. $ 55,500.00 -------------- TOTAL................................................. $42,000,000.00 ==============
PURCHASE AND SALE 2. Section 2.1 Purchase and Sale 2 Section 2.2 Certain Definitions 2 Section 2.3 Information About the Leases 5 ARTICLE 3 PURCHASE PRICE 5
