Purchase and Sale of Assets Purchase Price Sample Clauses

Purchase and Sale of Assets Purchase Price. Pursuant to the terms and subject to the conditions of this Agreement, on the date hereof, Seller shall (and, as applicable, shall cause its Affiliates to) sell, transfer and assign to Buyer, free and clear of all Liens, and Buyer shall purchase and acquire from Seller (and its Affiliates, as applicable), all of Seller’s right, title and interest in, to and under all of the Acquired Assets. In consideration of the sale, conveyance, delivery, transfer, and assignment of the Acquired Assets to Buyer and Seller’s other covenants and obligations hereunder, on the date hereof, Buyer shall deliver to Seller $2,500,000.00 (the “Purchase Price”), payable by wire transfer of immediately available U.S. funds.
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Purchase and Sale of Assets Purchase Price. Pursuant to the terms and subject to the conditions of this Agreement, on the date hereof, Seller shall (and, as applicable, shall cause its Affiliates to) sell, convey, deliver, transfer and assign to Buyer all of the Assets, free and clear of all Liens (other than Permitted Liens), and Buyer shall purchase, take delivery of and acquire from Seller (and its Affiliates, as applicable), all of Seller’s (and, as applicable, its Affiliates’) right, title and interest in, to and under the Assets. In consideration of the sale, conveyance, delivery, transfer, and assignment of the Assets to Buyer and Seller’s other covenants and obligations hereunder, on the date hereof and pursuant to the terms and subject to the conditions hereof, Buyer shall (i) pay Seller two hundred thousand U.S. Dollars (U.S. $200,000) (the “Initial Payment”) by wire transfer of immediately available funds to an account designated by Seller and (ii) assume the Assumed Liabilities.
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Purchase and Sale of Assets Purchase Price. Pursuant to the terms and subject to the conditions of this Agreement, at the Closing, Seller shall sell, convey, transfer and assign to Buyer, free and clear of all Liens (other than Permitted Liens), and Buyer shall purchase from Seller, the Purchased Assets. In consideration of the sale of the Purchased Assets and Seller’s other covenants and obligations hereunder, at the Closing Buyer agrees, pursuant to the terms and subject to the conditions hereof, to (a) pay Seller an aggregate amount equal to Ten Million Dollars ($10,000,000) plus an amount equal to Excess Estimated Working Capital, if any, or (in the absence of any Excess Estimated Working Capital) less an amount equal to the Shortfall Estimated Working Capital (such adjusted total amount, the “Purchase Price”) and (b) assume the Assumed Liabilities.
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Purchase and Sale of Assets Purchase Price. Purchase and Sale of Assets and Assumption of Liabilities 7 Section 2.2 Purchase Price 7 Section 2.3 Deposit 9 Section 2.4 Post-Closing Adjustment to Purchase Price 11 Section 2.5 Allocation of Total Consideration 12 Section 2.6 Parent Guarantee 13
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Purchase and Sale of Assets Purchase Price. (a) Subject to the terms and conditions of this Agreement, Seller shall sell to Purchaser, and Purchaser shall purchase from Seller, the Assets, free and clear of all liens,
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Purchase and Sale of Assets Purchase Price. 1.1 Sale of Assets 1.2 Liabilities 1.3 Purchase Price
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Purchase and Sale of Assets Purchase Price. On the date hereof and upon the terms and subject to the conditions provided below, Seller shall convey, assign, transfer and deliver to Purchaser all of Seller’s right, title and interest in, to and under, if any, consistent with Section 3.3, the assets listed on Schedule 1.1 hereto, (the “Assets”). In exchange for the Assets, Purchaser shall pay to Seller cash in the aggregate amount of $7,075,000 (the “Purchase Price”). Seller shall be entitled to retain all revenues that are received with respect to the Assets through the Closing (as defined below), and Purchaser shall be entitled to retain all revenues that are received with respect to the Assets after the Closing (determined in both cases by using a cash basis method of accounting).
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Purchase and Sale of Assets Purchase Price. 8 2.01 Sale of the Acquired Assets.......................................8 2.02
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Purchase and Sale of Assets Purchase Price. (a) Subject to the terms and conditions of this Agreement, Seller shall sell to Purchaser, and Purchaser shall purchase from Seller, the Assets, free and clear of all liens, pledges, claims, charges, security interests or other encumbrances ("Liens") other than Permitted Liens. Subject to the terms and conditions of this Agreement, the aggregate purchase price to be paid by Purchaser to Seller for the purchase of the Assets shall be (i) Forty Two Million Dollars ($42,000,000) (a) (the "Purchase Price"), plus or minus (ii) the amount of Net Working Capital (as defined below) on the Closing Date, minus (iii) the amount of Seller's capital lease obligations with respect to the Hospital, if any, that are assumed by Purchaser pursuant to Section 1.11 of this Agreement (the "Assumed Capital Lease Obligations"), minus (iv) 16.17 percent (16.17%) of the Sick Pay Amount (the sum of (i), (ii), (iii), and (iv) being referred to for purposes of this Agreement as the "Cash Purchase Price"). (b) For purposes of this Section 1.2, "Net Working Capital," as of any date, shall be defined as an amount equal to the difference between the (i) current assets of Seller with respect to the operation of the Hospital, which for purposes of this calculation shall include only (a) the value of the Prepaids, (b) the value of the Inventory, (c) other current assets associated with the Hospital to the extent they have value and are reflected on the Financial Statements, and (d) notes receivable held by Seller as to which the borrower thereunder is a physician providing professional medical services at the Hospital, which notes are not otherwise included in Net Working Capital as current assets under (a), (b) or (c) immediately above (the "Physician Notes"), and (ii) the current liabilities of Seller with respect to the operation of the Hospital, which for purposes of this calculation shall only include, to the extent assumed, (a) Accounts Payable, (b) Accrued Expenses, (c) Accrued Payroll, (d) Accrued Paid Time Off, and (e) Other Current Liabilities (as such terms are utilized on the Interim Balance Sheet). For purposes of this Section 1.2, "Sick Pay Amount" shall be defined as the amount of accumulated sick pay and extended sick pay obligations of Seller to the Hired Employees. (c) At least three (3) calendar days but no more than ten (10) calendar days prior to the Closing Date, Seller shall prepare and deliver to Purchaser the latest available unaudited balance sheet of Seller with r...
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