Purchase Price and Allocation. (a) The aggregate purchase price (the “Purchase Price”) for the Purchased Assets and the Assumed Liabilities and the covenants of the Seller contained in this Agreement shall be fifty million U.S. dollars ($50,000,000). The Purchaser and its Affiliates shall be entitled to deduct from any amount otherwise payable pursuant to this Agreement any amounts required to be withheld and deducted under the Code or other applicable Tax Law and any amounts so deducted shall be treated as having been paid to the Person with respect to which such withholding or deduction was imposed and shall be remitted to the appropriate Governmental Authority on a timely basis. Any Person deducting and withholding any amount in respect of any payment pursuant to this Section 2.3(a) shall (i) furnish to the Person in respect of which such payment is made, the original or certificated copy of a receipt issued by such Governmental Authority evidencing such payment within ten (10) Business Days of receipt of such receipt, (ii) notify the Person in respect of whom such payment is made, no later than five (5) Business Days prior to making such payment, of its intention to withhold, which notice shall include a statement of the amounts it intends to deduct or withhold and the applicable provision of Law requiring such deduction or withholding and (iii) reasonably cooperate with the Person in respect of which such payment is made to reduce or eliminate such deduction or withholding.
(b) Following the Closing, Seller and Purchaser shall collaborate and make commercially reasonable efforts to agree on an allocation schedule(s) of the Purchase Price and the liabilities assumed by the Purchaser among the applicable jurisdictions or domicile of the Purchased Assets. If the Purchaser and the Seller are unable to agree on the allocation within the forty-five
Purchase Price and Allocation. The price payable by the Purchaser to the Vendor for the Assets shall be Five Million Dollars ($5,000,000) which the parties agree shall be allocated as follows:
(a) for the Real Property, the sum of Two Million Dollars ($2,000,000), and
(b) for the Equipment, the sum of Three Million Dollars ($3,000,000).
Purchase Price and Allocation. (a) The consideration for the purchase of the Assets shall be Four Hundred Eighty Million Dollars ($480,000,000) (the “Purchase Price”), payable by Purchaser to Seller and TOPIII on the Closing Date in U.S. dollars by wire transfer of immediately available funds. Seller will designate no later than five (5) Business Days prior to the anticipated Closing Date the account or accounts of Seller to which the Purchase Price will be wire transferred. The Parties will attempt in good faith to agree upon the allocation of the Purchase Price for purposes of Code Section 1060 and Form 8594; provided, however, such agreement is not a condition precedent to the Closing; provided, further, that nothing contained herein shall be interpreted as an expression of an intention by a Party or an agreement between the Parties with respect to allocating the Purchase Price for any other purpose.
Purchase Price and Allocation. 2.1 Purchase Price payable by the Purchaser to Vendor for Vendor Assets is as follows:
(a) Purchaser shall pay a total of US $100,000 as follows;
(i) US$37,500 on the Effective Closing Date, (the "Initial Payment") which will purchase 250,000 shares of Lexaria and 250,000 warrants to purchase an additional 250,000 shares from the Lexaria treasury at a price of US$0.20 each payable directly to Lexaria Corp, prior to May 31, 2012, and
(ii) An option, at the sole discretion of the Purchaser, to pay US$62,473.25 on or before March 2nd, 2012, (the "Final Payment"), which will purchase 249,893 shares of Lexaria and 249,893 warrants to purchase an additional 249,893 shares from the Lexaria treasury at a price of US$0.20 each payable directly to Lexaria Corp. prior to May 31, 2012.
2.2 Vendor will take no steps to inhibit or prevent the common shares being issued to Purchaser from becoming tradeable in accordance with all securities regulations.
2.3 Vendor shall assist with all steps necessary in order for a share certificate to be issued to the Purchaser free of all trading restrictions, in the Purchasers’ name, for the required numbers of shares.
2.4 Purchaser shall pay all amounts referenced in 2.1, above, in trust with Xxxxxxxxx Xxxxxx until the time of Closing.
Purchase Price and Allocation. 2.1 The aggregate purchase price (the “Purchase Price”) to be paid by Purchaser for the Timberlands, the Timber Reservations, the Timberlands Contracts, the Mineral Rights and the Personal Property shall be Nine Hundred Thirty-four Million One Hundred Two Thousand One Hundred Sixty-Three Dollars ($934,102,163.00), subject to adjustment as set forth in this Agreement, and shall be payable to MWV as follows:
a. In exchange for the Installment Sale Timberlands, delivery by PCT to MWV at Closing of an Installment Note (“Note”) in the amount of $860,000,000 that is substantially in the form attached hereto as Exhibit 30 with such changes (i) as are required to be made pursuant to Section 3.2(d) or (e), (ii) as the Parties may otherwise reasonably agree from time to time for the purpose of assisting MWV in any securitization or other financing of the Note that MWV may enter into post-Closing and (iii) to reflect any applicable amendment to the representations, warranties, covenants or events of default in the Existing Term Loan Agreement or Existing Revolving Credit Agreement as agreed between PCT and its lenders thereunder after the date hereof and prior to the Closing Date. PCT shall issue the Note on the Closing Date to MWV or, if MWV shall elect in its sole discretion, a designee that is a wholly-owned Subsidiary of MWV. The interest rate on the Note shall be the interest rate agreed to by PCT and MWV on or prior to the Closing Date (the “Parties Agreed Rate”); provided, however, that in the event MWV and PCT are unable to agree on the interest rate for any reason, such rate shall be the interest rate determined on or prior to the Closing Date by Bank of America Xxxxxxx Xxxxx and Xxxxxxx Xxxxx & Co., jointly, based on the all-in yield (consisting of the 10 year United States Treasury rate plus a new issue credit spread) equal to what PCT would be required to pay in a hypothetical $860,000,000 new issue debt offering of ten (10) year public unsecured bonds issued at par to large United States institutional investors (after giving effect on a pro forma basis to the transactions contemplated herein and capital structure of PCT on the Closing Date) (the “Banker Agreed Rate”). For the avoidance of doubt, irrespective of whether the Parties Agreed Rate is agreed by the Parties on the Closing Date, the Banker Agreed Rate will be determined and acknowledged by the Parties on or prior to the Closing Date.
b. $5,002,163 by wire transfer of immediately available funds ...
Purchase Price and Allocation. 3.1 The Purchase Price payable by the Purchaser to the Vendor for the Business Assets will be 1,200,000 common shares in the capital of the Purchaser (the "Purchase Shares") issued at a deemed price of $0.50 (CDN) per common share, plus the assumption of liabilities as set forth in Schedule "14" hereto which the Purchaser has settled for no more than CDN$109,000.
Purchase Price and Allocation. 3.1 The Remuneration payable by the Assignee to the Assignor for the Business Assets shall consist of $97,2190.93( the Cash Component) due to the NIH for previously owed royalty payments and associated legal costs plus and Equity Component consisting of 3,680,000 shares of the Assignee's class A common stock. On or prior to the Closing Date, the Assignee and the Assignor shall enter into a form of subscription agreement in regards to the Equity Component.
Purchase Price and Allocation. Subject to the adjustments described in Sections 3.4 and 3.5, the purchase price for the Specified Assets (“Purchase Price”) shall be $2,223,351.03.
Purchase Price and Allocation. Subject to the adjustments provided in Sections 2.4 and 2.5, the purchase price for the Purchased Shares shall be equal to $8,629,002.25 (the “Purchase Price”).
Purchase Price and Allocation. The purchase price (i) per Transaction Share of Common Stock shall be $2.20, (ii) per Transaction Share of Preferred Stock shall be $2.20 multiplied by the number of shares of Common Stock issuable upon conversion of such Share of Preferred Stock, and (iii) per Warrant shall be $2.20 per share of Common Stock issuable upon exercise of each Warrant (each a "Warrant Share") less the exercise price per Warrant Share of each Warrant. The aggregate purchase price for the Shares and Warrants shall be $5,976,888.30 (assuming discretionary authority is not withdrawn over any Shares), allocated among the Sellers in accordance with the allocation set forth on Schedule A annexed hereto (the "Purchase Price Allocation") and shall be paid in immediately available funds.
