Purchase Price 2. 3(a) Representatives 4.1(a) Required Consents 5.1(b) Restricted Assets 2.5(f) Seller 401(k) Plan 6.1(b) Seller Preamble Seller Benefit Plans 3.1(p)(i) Seller Plan 6.1(b) Seller Schedule 1.2(a) Seller License Agreement 4.8(b) Seller Material Adverse Effect 3.1
Purchase Price 2. 2 Purchased Assets 2.1(a) Real Estate Sub 2.1(a)(iv) Seller's DCA 10.6(c) Seller's FSA 10.6(c) Seller's 401(k) Plan 10.5 Sublease 2.4(a)(v) Termination Date 7.1(b) Third Party Claim 8.4 Title Company 2.4(b)(xii) Transition Services Agreement 2.4(a)(iv)
Purchase Price 2. 1. The total aggregate purchase price payable for all the Shares (the Purchase Price), subject to the adjustments contemplated in clauses 6 and 9 below, shall be the sum of Euro [•] of which, subject to any such adjustments. 2.2. The Purchase Price shall be paid by the Purchaser to the Vendor as follows: (a) 50 per cent of the Purchase Price equivalent to an aggregate amount of Euro [•] shall be paid by means of [an electronic funds transfer to the Vendor's bank account at [•], account [•], on Completion (the First Instalment); and (b) 50 per cent. of the Purchase Price equivalent to an aggregate amount of Euro [•] (the Second Instalment), subject to any adjustment in accordance with clause 6 and subject to clause 9, shall be paid by means of an electronic funds transfer to the Vendor's bank account on the date of the first anniversary of Completion. 2.3. If any payment is made by the Vendor to the Purchaser under or in respect of any breach of this Agreement (including, without limitation, any payment pursuant to any Claim or any indemnity contained in this Agreement), the payment shall so far as possible be treated as a reduction in the Purchase Price paid for the Shares. 3. CONDITIONS PRECEDENT 3.1. The obligations of the Vendor and [•] to, respectively, sell and purchase the Shares referred to in clause 2.1, are conditional upon prior fulfilment of the following conditions: (a) the delivery to the Purchaser of the Material Consents; (b) the disposal of the Real Estate; (c) the agreement or determination of the figures of Actual Sales and Actual Gross Margin based on the Reference Accounts and the Reference Statement drawn up in accordance with the procedures set out in Schedule 3; and (d) no material adverse change in the businesses of the Group Companies having occurred prior to Completion. 3.2. The Vendor agrees in connection with conditions 3.1(a) and 3.1(b) above, that it will not approve, execute, publicise, formalise before a notary public or file for registration with any public registry any contract, notarial deed, amendment, schedule or other document in respect of the Material Consents or the segregation of the Real Estate (including, without limitations, the Lease Agreements) without obtaining the prior consent in writing of [•] as to form and content and without first providing [•] with a copy of the relevant documents which the Vendor proposes to approve, execute, publicise, formalise with a notary public or file for registration, and of a...
Purchase Price 2. Section 2.01 Purchase Price 2 Section 2.02 Tax Withholding 2 Section 2.03 Allocation 3
Purchase Price 2. 2 Put Notice 6.10(b)
Purchase Price 2. 2.1.1 Real Property Purchase 4.7 Release 4.22.1.2 Remediation Standard 6.7.2 Required Remediation 6.7.2 Seller Representative 11.13.1 Welfare Plan 4.21.1
Purchase Price 2. 5 Accounts Receivable 2.1(a) Retained Assets 2.2 Retained Liabilities 2.4 SEC Reports 3.5 Stockholders' Meeting 5.3(c)
Purchase Price 2. 2 Purchased Assets 1.1 Real Estate 1.1(a) Retirement Plan 7.25(a) Review Period 17.1 Seller Introduction Seller Financial Statements 7.4 Spare Parts 1.1(f) Supplies and Miscellaneous Items 1.1(d) Tax or Taxes 7.10(a) Tax Returns 7.10(a) Vehicles 1.1(e)
Purchase Price 2. ASSET PURCHASE AGREEMENT ------------------------ ASSET PURCHASE AGREEMENT dated this 15th day of July, 1996 ("Agreement") by and between Magnetic Technologies Corporation, a Delaware corporation ("Seller"), and Austro Mold, Inc., a New York corporation ("Buyer").
Purchase Price 2. 06(a) Reference Balance Sheet 3.11(a) Reference Financial Statements 3.11(a) Representation Agreement 5.14(a) Representation Services 5.14(b) Representation Services Period 5.14(b) Representation Termination Date 5.14(b) Representative 5.14(a) Seller Preamble Seller Indemnified Parties 12.02(a) Settlement Statement 2.09(c) Settlement Statement Notice of Disagreement 2.09(e) Specified Deposits 2.01(n) Station Recitals Termination Date 11.01(b)(i) Termination Notice Date 5.14(b) Title Commitments 5.03(a) Title Policy 5.03(a) Transferred Employees 8.01(a) YBLA Preamble Young Entities Preamble Young General Warranty Breach 12.03(a)(i) Young FCC Warranty Breach 12.03(a)(ii) Web Sites 5.12 WorldNow Affiliation Agreement 2.02(m)
