Purchase Price Clause Samples
The Purchase Price clause defines the total amount that the buyer agrees to pay to the seller for the goods, services, or assets being transferred under the agreement. It typically specifies the exact sum, the currency, and may outline the timing and method of payment, such as lump sum, installments, or escrow arrangements. This clause ensures both parties have a clear understanding of the financial terms, reducing the risk of disputes over payment obligations and providing a concrete basis for the transaction.
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Purchase Price. (a) As consideration for the Shares and the covenants and agreements of Seller set forth herein, Buyer shall deliver to Seller at the Closing in immediately available funds to be delivered by wire transfer (to a bank account designated at least three business days prior to the Closing Date in writing by Seller) an amount (the "Purchase Price") equal to Five Hundred Seventy Three Million Dollars ($573,000,000) less the sum of: (i) the greater of (A) all Debt and other amounts outstanding under the Existing Orion Credit Facility on December 31, 1996, net of cash on hand of the Entertainment Companies on December 31, 1996, or (B) all Debt and other amounts outstanding under the Existing Orion Credit Facility on the Closing Date, net of cash on hand of the Entertainment Companies on the Closing Date; plus (ii) unpaid interest on Debt under the Existing Orion Credit Facility accrued to, but not including, the Closing Date; plus (iii) the greater of (A) Thirteen Million Dollars ($13,000,000) or (B) all Debt of the Entertainment Companies (other than Debt outstanding under the Existing Orion Credit Facility on the Closing Date) outstanding on the Closing Date; plus (iv) unpaid interest on such Debt (other than the Existing Orion Credit Facility) accrued to, but not including, the Closing Date.
(b) Not later than three Business Days prior to the Closing Date, Seller shall prepare and deliver to Buyer a statement (the "Preliminary Statement") containing (i) a schedule of total Debt anticipated to be outstanding on the Closing Date and an estimate of unpaid interest to be accrued thereon as of the Closing Date and other amounts that then will be payable with respect thereto, and (ii) an estimate of cash that would be reflected on a consolidated balance sheet of Orion and its Subsidiaries prepared as of the Closing Date (adjusted, if necessary, to give pro forma effect to distribution to Seller of all capital stock of Landmark on the Closing Date). Based upon the Preliminary Statement, a preliminary determination of the Purchase Price shall be made (the "Preliminary Purchase Price"), which Preliminary Purchase Price shall be subject to adjustment as provided in Sections 2.03(d) and (e).
(c) Within thirty (30) days after the Closing Date, Buyer shall prepare and deliver to Seller a statement (the "Final Statement") containing (i) a schedule of total Debt outstanding on the Closing Date and accrued and unpaid interest thereon, and other amounts payable with respect the...
Purchase Price. (a) In consideration for the Acquired Assets, the Buyer shall assume the Assumed Liabilities and pay the Seller at Closing aggregate cash consideration of Forty Million Dollars ($40,000,000) (the “Purchase Price”) minus the Estimated Asset Adjustment, if any (the “Net Purchase Price”) plus the Noncompete Payment, consisting of (i) Three Million Five Hundred Thousand Dollars ($3,500,000) (the “Escrow Amount”) in cash payable by wire transfer to Bank of New York as escrow agent (“Escrow Agent”), to be held in escrow pursuant to the Escrow Agreement among the Parties and the Escrow Agent substantially in the form of Exhibit I hereto and (ii) the sum of the Net Purchase Price and the Noncompete Payment (less the Escrow Amount) in cash payable by wire transfer to the Seller in accordance with written instructions of the Seller given to the Buyer at least three business days prior to the Closing.
(b) No later than five (5) Business Days prior to the Closing Date, the Sellers shall deliver to the Buyer a written statement (the “Estimated Asset Adjustment Statement”), calculated in accordance with the Wholesale Segment Balance Sheet, that is reasonably acceptable to the Buyer and sets forth the Sellers’ good faith calculation, as of 12:01 a.m. (Eastern Time) on the Closing Date of the Estimated Asset Adjustment. The Sellers will make available to the Buyer and its representatives as requested by the Buyer, all books, records and other documents used by the Sellers in preparing the Estimated Asset Adjustment Statement and personnel of the Sellers responsible for preparing or maintaining such books, records and documents. The Estimated Asset Adjustment Statement shall be prepared in good faith and in a manner consistent with the Accounting Principles and the methodologies used in preparation of the Wholesale Segment Balance Sheet; provided, however, for purposes of calculating the Estimated Asset Adjustment Statement, the Preliminary Closing Statement and the Final Closing Statement Net Accounts Receivable shall not equal an amount less than zero; provided further that in the event Net Accounts Receivable are deemed to equal zero, Seller shall be responsible for all estimated ▇▇▇▇ backs relating to all of Seller’s receivables relating to any date occurring during the period prior to the Closing.
Purchase Price. Such purchase and sale shall be made by execution and delivery by the applicable Secured Creditors of a Commitment Transfer Supplement in the form attached to the Revolving Loan Credit Agreement (provided, the Term Loan Purchasers shall not be required to take promissory notes evidencing their respective interests in the Revolving Loan Obligations). Upon the date of such purchase and sale (or date thereafter, as applicable), the applicable Term Loan Purchasers shall:
(a) pay or provide to the Revolving Agent for the benefit of the Revolving Loan Lenders as the purchase price therefor the sum of (i) the full amount of all of the Revolving Loan Obligations then outstanding and unpaid (including principal, accrued and unpaid interest, unpaid fees, and expenses, including reasonable attorneys’ fees and expenses, in each case in accordance with the Revolving Loan Financing Documents) but excluding (y) all such obligations for which Required Cash Collateral is to be provided and (z) except as otherwise provided below, any early termination fee or prepayment fee payable pursuant to the Revolving Loan Credit Agreement, plus (ii) the Required Cash Collateral plus (iv) solely to the extent actually collected by Term Loan Agent or such Term Loan Purchasers within forty five (45) calendar days following the consummation of the purchase and sale described in this Section 7, the early termination fee provided for in Section 13.1 of the Revolving Loan Credit Agreement (it being understood and agreed that payment of such early termination fee shall not be a condition to the purchase and sale described herein and the Term Loan Purchasers sole obligation with respect to such fee shall be to deliver such fee to the Revolving Agent to the extent actually received from the Borrower or any other Obligor, as required by the foregoing clause (iv));
(b) be deemed to have agreed not to amend, modify or waive the provisions of (i) Section 13.1 of the Revolving Loan Credit Agreement so as to waive or reduce the early termination fee set forth therein or (ii) Sections 2.9 through 2.18 thereof unless and until the earlier to occur of (1) all letters of credit issued under the Revolving Loan Credit Agreement having terminated or expired or been cancelled and (2) the Borrower and the applicable Revolving Loan Creditors shall have entered into separate, independent letter of credit facility agreements (“Independent LC Agreements”) reflecting, in all material respects, the terms of Section...
Purchase Price. The Purchase Price for each Mortgage Loan shall be the percentage of par as stated in the related Purchase Price and Terms Agreement (subject to adjustment as provided therein), multiplied by the aggregate principal balance, as of the related Cut-off Date, of the Mortgage Loans listed on the related Mortgage Loan Schedule, after application of scheduled payments of principal due on or before the related Cut-off Date, but only to the extent such payments were actually received. The initial principal amount of the related Mortgage Loans shall be the aggregate principal balance of the Mortgage Loans, so computed as of the related Cut-off Date. If so provided in the related Purchase Price and Terms Agreement, portions of the Mortgage Loans shall be priced separately. In addition to the Purchase Price as described above, the Purchaser shall pay to the Seller, at closing, accrued interest on the current principal amount of the related Mortgage Loans as of the related Cut-off Date at the weighted average Mortgage Interest Rate of those Mortgage Loans. The Purchase Price plus accrued interest as set forth in the preceding paragraph shall be paid to the Seller by wire transfer of immediately available funds to an account designated by the Seller in writing.
Purchase Price. The total purchase price which the Buyer agrees to pay to the Seller and which the Seller agrees to accept for the Property is the sum of TEN MILLION FIVE HUNDRED THOUSAND ($10,500,000.00) DOLLARS (the "Purchase Price"), which Purchase Price shall be paid by Buyer to Seller as follows:
(a) (i) The sum of FIFTY THOUSAND ($50,000.00) DOLLARS (the "Initial Deposit") simultaneously with the execution and delivery of this Agreement and the further sum of ONE HUNDRED FIFTY THOUSAND ($150,000.00) DOLLARS (the "Second Deposit") on or before the expiration of the Feasibility Period or the Extended Feasibility Period (as defined in Paragraph 7) unless this Agreement has been terminated prior to such date. The Initial Deposit shall be hereinafter referred to as the "Deposit" and the Second Deposit, if and when made, shall be included within the definition of the "Deposit". The Deposit shall be deposited with the Escrow Agent, as hereinafter defined, to be held subject to the terms and conditions hereinafter set forth, and shall be treated as payment on account of the Purchase Price if Closing is made for the Property.
(ii) In the event that Closing is extended as hereinafter provided, then the further sum of ONE HUNDRED THOUSAND ($100,000.00) DOLLARS (the "Third Deposit") at the time provided for in Paragraph 3. The Third Deposit, if and when made, shall be included within the definition of the "Deposit". The Third Deposit shall be deposited with the Escrow Agent, as hereinafter defined, to be held subject to the terms and conditions hereinafter set forth, and shall be treated as payment on account of the Purchase Price if Closing is made for the Property.
(b) At the time of Closing, as hereinafter provided, the further sum of TEN MILLION THREE HUNDRED THOUSAND ($10,300,000.00) DOLLARS on account of the Purchase Price by federal funds wire transfer to Seller's account as designated to Buyer in writing; or if Closing is extended as provided in Paragraph 3, at the time of the Extended Closing Date, as provided in Paragraph 3, the further sum of TEN MILLION TWO HUNDRED THOUSAND ($10,200,000.00) DOLLARS on account of the Purchase Price, by federal funds wire transfer to Seller's account as designated to Buyer in writing.
Purchase Price. The Purchase Price for the Mortgage Loans in a Mortgage Loan Package shall be equal to the sum of (a) the percentage of par as stated in the related Purchase Price and Terms Letter (subject to adjustment as provided therein), multiplied by the aggregate Scheduled Principal Balance of Mortgage Loans as of the related Cut-off Date listed on the related Mortgage Loan Schedule plus (b) accrued interest on the aggregate Scheduled Principal Balance of the related Mortgage Loans as of the related Cut-off Date at the weighted average Mortgage Loan Remittance Rate of such Mortgage Loans from and including the related Cut-off Date to but not including such Closing Date (the "Purchase Price"). If so provided in the related Purchase Price and Terms Letter, portions of each Mortgage Loan Package shall be priced separately. The Purchase Price as set forth in the preceding paragraph for the Mortgage Loans in a Mortgage Loan Package shall be paid on the related Closing Date by wire transfer of immediately available funds. With respect to each Mortgage Loan, the Purchaser shall be entitled to (1) the principal portion of all Monthly Payments due after the related Cut-off Date, (2) all other recoveries of principal collected on or after the related Cut-off Date (provided, however, that the principal portion of all Monthly Payments due on or before the related Cut-off Date and collected by the Seller or any successor servicer after the related Cut-off Date shall belong to the Seller), and (3) all payments of interest on the Mortgage Loans at the related Mortgage Loan Remittance Rate (minus that portion of any such payment which is allocable to the period prior to the related Cut-off Date). The Scheduled Principal Balance of each Mortgage Loan as of the related Cut-off Date is determined after application of payments of principal due on or before the related Cut-off Date whether or not collected, together with any unscheduled Principal Prepayments collected prior to the related Cut-off Date; provided, however, that Monthly Payments for a Due Date beyond the related Cut-off Date shall not be applied to the principal balance as of the related Cut-off Date. Such Monthly Payments shall be the property of the Purchaser. The Seller shall deposit any such Monthly Payments into the Custodial Account.
Purchase Price. The purchase price (“Purchase Price”) for the Shares purchased by the Company or its assignee(s) under this Section 5 shall be the Offered Price. If the Offered Price includes consideration other than cash, the cash equivalent value of the non-cash consideration shall be determined by the Board of Directors of the Company in good faith.
Purchase Price. (a) In consideration of the sale, assignment, transfer, conveyance and delivery to the Designated Purchasers of the Acquired Assets, Purchaser (or any other Designated Purchaser) on the Closing Date shall (i) pay to VSI Corporation (or any other Seller designated by Parent) Sixty-Two Million Three Hundred Thousand Dollars ($62,300,000) (the "Cash Payment") by wire transfer of immediately available funds to the account or accounts designated by Parent in a written notice received by Purchaser at least two business days prior to the Closing and (ii) deliver to VSI Corporation promissory notes (the "Promissory Notes") payable to VSI Corporation (or any other Seller designated by Parent in a written notice received by Purchaser at least two business days prior to the Closing) in the form of, and containing the terms set forth in, Exhibits A, B and C hereto, consisting, respectively, of (A) a Promissory Note or Notes (the "Secured Notes") in an aggregate principal amount of One Hundred Sixty-Six Million Dollars ($166,000,000), (B) a Promissory Note (the "Unsecured Note") in an aggregate principal amount of Five Million Three Hundred Seventy-Six Thousand Five Hundred Fifty-Five Dollars ($5,376,555) and (C) a Promissory Note in the aggregate principal amount of Eleven Million Seven Hundred Thousand Dollars ($11,700,000) (the "Belgian Note"). The sum of the Cash Payment and the aggregate principal amount of the Promissory Notes shall equal Two Hundred Forty-Five Million Three Hundred Seventy-Six Thousand Five Hundred Fifty-Five Dollars ($245,376,555), subject to adjustment as provided in Section 2.05 (as so adjusted, the "Purchase Price").
(b) Within ten business days following the final determination of the Purchase Price Adjustment in accordance with Section 2.05:
(i) if the Purchase Price Adjustment is a positive dollar amount, Purchaser shall pay to Parent by wire transfer of immediately available funds to the account designated in a written notice to Purchaser an amount equal to the Purchase Price Adjustment plus simple interest at a rate of eight percent (8%) per annum on the dollar amount of the Purchase Price Adjustment from the Closing Date to the date of payment; or
(ii) if the Purchase Price Adjustment is a negative dollar amount, Parent shall pay to Purchaser by wire transfer of immediately available funds to an account designated by Purchaser in a written notice to Parent an amount equal to the Purchase Price Adjustment, expressed as a positive number...
Purchase Price. The aggregate purchase price (the "Purchase Price") for the Ordinary -------------- Shares and the Covenant not to Compete will be Eight Million Three Thousand U.S. Dollars (US $8,300,000), as adjusted pursuant to Section 2.5. The Purchase Price will be paid by Buyer as follows:
(a) At the Closing, Buyer shall deliver to each Seller in immediately available funds the amount set forth opposite the name of such Seller on Exhibit ------- A (the "Cash Payment Amount"), which amounts total Two Million Seven Hundred -- ------------------- Fifty Thousand One U.S. Dollars (US $2,750,001); provided, however, if a -------- ------- Purchase Price adjustment is required under Section 2.5(a), the Cash Payment Amounts shall be increased or decreased as applicable, by the amount of the Estimated Purchase Price Adjustment, with each Cash Payment Amount increased or decreased in accordance with the percentages set forth on Exhibit A. ---------
(b) At the Closing, Buyer shall deliver to each Seller a promissory note in the form of Exhibit B (the "Promissory Note"), for the principal amount --------- --------------- set forth opposite the name of such Seller on Exhibit A, which amounts total Two --------- Million Seven Hundred Ninety-Nine Thousand Nine Hundred Ninety-Nine U.S. Dollars (US $2,799,999). A portion of each Promissory Note as set forth opposite the name of each Seller on Exhibit A, which amounts total One Million Eight Hundred --------- Thousand U.S. Dollars (US $1,800,000) shall be forfeited by each Seller, and Buyer shall have no obligation to make any payments thereunder, if either of the Key Customer Agreements has been terminated on or prior to the six month anniversary of the Closing Date or if on such date a Key Customer shall be in arrears in payment of any amounts, in more than 30 days, due under such Key Customer's Key Customer Agreement.
(c) At the Closing, Buyer shall issue to each Seller such number of shares of common stock, par value U.S. $.0001 per share, of Diginet (the "Diginet Stock"), set forth opposite the name of such Seller on Exhibit A, of -------------- --------- which the number of shares set forth on Exhibit A plus such additional number of --------- shares, if any, required under Section 2.6 to be deposited in escrow (the "Escrowed Stock") shall be deposited by Buyer with the Escrow Agent. For --------------- purposes of this Agreement, each share of Diginet Stock shall be deemed to have a value of U.S. $1.81 and the aggregate value of...
Purchase Price. The Purchase Price for each Class of the Offered Certificates shall be the Class Purchase Price Percentage therefor (as set forth in Section 2(a) above) of the initial Class Certificates Principal Balance thereof plus accrued interest at the rate of [ ]% per annum from and including the Cut-off Date up to, but not including, _________ __, ____ (the "Closing Date").