Common use of Purchase Price and Escrow Clause in Contracts

Purchase Price and Escrow. In consideration of the sale, assignment, transfer and conveyance of all the Purchased Assets (free and clear of all Encumbrances) to Buyer at the Closing, Buyer shall (i) pay Seller $10.0 million in cash, of which $760,000 will be deposited in an account with the Escrow Agent (the “Escrow Cash”), and (ii) issue to Seller shares of Parent Common Stock (collectively, the “Purchase Price”). The Escrow Agent will hold the Escrow Cash as collateral and partial security for Seller’s indemnification obligations under Section 7.2(h) and Section 7.2(i) hereunder for the applicable Escrow Period and will release amounts in accordance with the Escrow Agreement and Article 7, “Indemnification.” The shares of Parent Common Stock shall be issued in the following amount and manner: (a) At the Closing, Buyer shall issue such number of shares of Parent Common Stock as shall be equal to the quotient (rounded to the nearest whole number) of (A) $10.0 million divided by (B) the Parent Average Stock Price (the “Closing Shares”). Of the aggregate number of Closing Shares to be issued by Parent at the Closing, 20% of such Closing Shares (rounded up to the nearest whole number) (the “Escrow Shares”) will be deposited in an account with the Escrow Agent. The Escrow Agent will hold the Escrow Shares as collateral to secure Seller’s indemnification obligations hereunder for the applicable Escrow Period and will release amounts in accordance with the Escrow Agreement and Article 7, “Indemnification.” The portion of the Closing Shares that are not Escrow Shares are referred to herein as “Guaranteed Shares.” 5. Section 2.10(b) of the Agreement is hereby amended in its entirety to read as follows: “(b) payment of $9,240,000 in cash by wire transfer to the account designated in writing by Seller at least two days prior to the Closing Date;” 6. Section 3.2(b) of the Agreement is hereby amended in its entirety to read as follows:

Appears in 2 contracts

Samples: Asset Purchase Agreement (I Many Inc), Asset Purchase Agreement (Neoforma Inc)

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Purchase Price and Escrow. In consideration of the sale, assignment, transfer and conveyance of all the Purchased Assets (free and clear of all Encumbrances) to Buyer at the Closing, Buyer shall (i) pay Seller $10.0 million in cash, of which $760,000 will be deposited in an account with the Escrow Agent (the “Escrow Cash”), cash and (ii) issue to Seller shares of Parent Common Stock (collectively, the “Purchase Price”). The Escrow Agent will hold the Escrow Cash as collateral and partial security for Seller’s indemnification obligations under Section 7.2(h) and Section 7.2(i) hereunder for the applicable Escrow Period and will release amounts in accordance with the Escrow Agreement and Article 7, “Indemnification.” The which shares of Parent Common Stock shall be issued in the following amount and manner: (a) At the Closing, Buyer shall issue such number of shares of Parent Common Stock as shall be equal to the quotient (rounded down to the nearest whole number) of (A) $10.0 million divided by (B) the Parent Average Stock Price (the “Closing Shares”). Of the aggregate number of Closing Shares to be issued by Parent at the Closing, 20% of such Closing Shares (rounded up to the nearest whole number) (the “Escrow Shares”) will be deposited in an account with the Escrow Agent. The Escrow Agent will hold the Escrow Shares as collateral to secure Seller’s indemnification obligations hereunder for a period of one year from the applicable Closing Date (the “Escrow Period Period”) and will release amounts in accordance with the Escrow Agreement and Article 7, “Indemnification.” The portion of the Closing Shares that are not Escrow Shares are referred to herein as “Guaranteed Shares.” 5. Section 2.10(b) of the Agreement is hereby amended in its entirety to read as follows: “(b) payment Contingent upon the occurrence of the conditions and in accordance with the provisions of the Earnout Schedule during the period from the Closing Date through and including the Earnout Period, Seller has the opportunity to earn up to an additional number of shares (the “Earnout Shares”) of Parent Common Stock as shall be equal to the quotient of (A) $9,240,000 5.0 million divided by (B) the Parent Average Stock Price. Any Earnout Shares that may be earned by Seller during the Earnout Period will be issued by Parent to Seller in the manner prescribed in the Earnout Schedule. (c) Notwithstanding anything to the contrary herein or in the Earnout Schedule, the maximum aggregate number of Shares that Parent may be required to issue to Seller hereunder or thereunder shall not exceed that number of shares of Parent Common Stock as shall equal 19.9% of the total number of shares of Parent Common Stock outstanding on the Closing Date (the “Shares Cap”). In the event that the number of Shares otherwise issuable hereunder would exceed the Shares Cap, Parent will issue to Seller that number of Shares as shall equal the Shares Cap, and Parent shall pay Seller the balance of the consideration in cash by wire transfer in an amount equal to the account designated in writing by Seller at least two days prior to the Closing Date;” 6. Section 3.2(b) value of the Agreement is hereby amended in its entirety to read as follows:unissued Shares that exceeded the Share Cap.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Neoforma Inc), Asset Purchase Agreement (I Many Inc)

Purchase Price and Escrow. In 2.1 As consideration of for the sale, assignment, transfer and conveyance of all the Purchased Assets (free and clear of all Encumbrances) to Buyer at the Closing, Buyer Purchaser shall (i) pay Seller $10.0 million in cash, of which $760,000 will be deposited in an account with the Escrow Agent (the “Escrow Cash”), and (ii) issue to Seller shares the sum of Parent Common Stock $ (collectively, the “Purchase Price”). The , which sum shall not include the value of the Inventory as determined according to Section 3.4 hereof (the “Inventory Value”), subject to adjustment as provided in this Agreement. 2.2 Purchaser has this day deposited with [name of escrow agent]as escrow agent (the “Escrow Agent will hold Agent”) the Escrow Cash as collateral and partial security for Seller’s indemnification obligations under Section 7.2(hsum of $00,000.00 (the “Initial Deposit”) and Section 7.2(iPurchaser shall, within number of (0) hereunder for business days of the applicable Escrow Period and will release amounts in accordance public auction, deposit with the Escrow Agreement Agent, via cashier’s check or wire transfer, a sum (the “Additional Deposit”) which will, together with the Initial Deposit, equal ten percent (10%) of the Purchase Price (the Initial Deposit and Article 7the Additional Deposit being collectively referred to as the “Deposit”). 2.3 The balance of the Purchase Price plus the Inventory Value (collectively, the Indemnification.” The shares of Parent Common Stock Total Consideration”) shall be issued paid by Purchaser to Seller at Closing, subject to adjustment as provided herein. The Deposit shall be held in the following amount and manner: (a) a non-interest bearing escrow account by Escrow Agent. At the Closing, Buyer shall issue such number of shares of Parent Common Stock the Deposit will be disbursed to Seller as a credit against the Total Consideration. If the Closing does not occur for any reason, then the Deposit will be distributed according to Article X hereof. 2.4 All payments by Purchaser to Seller under this Agreement at the Closing shall be equal made by bank check payable to Seller, or as Seller may direct in writing, or by wire transfer of immediately available funds to Seller, or as Seller may direct in writing, before the quotient (rounded to Closing. 2.5 The Total Consideration shall be allocated between and among the nearest whole number) of (A) $10.0 million divided by (B) Inventory based on the Parent Average Stock Price (Inventory Value; the “Closing Shares”). Of the aggregate number of Closing Shares to be issued by Parent Tangible Personal Property based on its book value at the Closing, 20% ; the Fuel Equipment based on its book value at the Closing; and the balance of such Closing Shares (rounded up the Total Consideration shall be allocated to the nearest whole number) (Real Property setting forth in detail the “Escrow Shares”) will allocation of the fair market value of the real estate and the allocation of the value of the improvements located thereon. Subject to the requirements of any applicable tax Law and the rulings of any applicable governmental agency, all tax returns and reports filed by Purchaser and Seller shall be deposited in an account prepared consistently with the Escrow Agentforegoing allocation. The Escrow Agent will hold Seller and Purchaser agree to notify the Escrow Shares as collateral to secure Seller’s indemnification obligations hereunder for other in the event that any adjustment is so required or imposed by applicable Escrow Period and will release amounts in accordance with the Escrow Agreement and Article 7, “IndemnificationLaw.” The portion of the Closing Shares that are not Escrow Shares are referred to herein as “Guaranteed Shares.” 5. Section 2.10(b) of the Agreement is hereby amended in its entirety to read as follows: “(b) payment of $9,240,000 in cash by wire transfer to the account designated in writing by Seller at least two days prior to the Closing Date;” 6. Section 3.2(b) of the Agreement is hereby amended in its entirety to read as follows:

Appears in 1 contract

Samples: Asset Purchase Agreement

Purchase Price and Escrow. In consideration (a) For purposes of this Agreement, the Escrow shall be deemed opened on the date Escrow Agent shall have received an executed counterpart of this Agreement from both Buyers and Sellers. Escrow Agent shall notify Buyer and Sellers, in writing, of the sale, assignment, transfer date the Escrow is opened and conveyance of all the Purchased Assets (free and clear of all Encumbrances) to Buyer at the Closingestablished. In addition, Buyer and Sellers agree to execute, deliver and be bound by any reasonable or customary supplemental escrow instructions of Escrow Agent or other instruments as may reasonably be required by Escrow Agent in order to consummate the transaction contemplated by this Agreement. Any such supplemental instructions shall not conflict with, amend or supersede any portions of this Agreement. If there is any inconsistency between such supplemental instructions and this Agreement, this Agreement shall control. (ib) pay Seller $10.0 million in cashOn the Closing Date, of which $760,000 will be deposited in an account with Buyers shall pay, or cause the Escrow Agent (the “Escrow Cash”)to pay to Sellers, and the Sellers shall accept, together with the assumption of the Assumed Liabilities, in full payment for the Assets, an aggregate cash amount equal to Twenty-Three Million Dollars (ii$23,000,000.00) issue to Seller shares of Parent Common Stock (collectively, the “Purchase Price”)) plus or minus any adjustments reflected on the Preliminary Settlement Statement. The Escrow Agent will hold the Escrow Cash as collateral and partial security for Seller’s indemnification obligations under Section 7.2(h) and Section 7.2(i) hereunder for the applicable Escrow Period and will release amounts Purchase Price shall be apportioned between Sellers in accordance with the Escrow Agreement and Article 7, “IndemnificationSchedule 1.4 attached.” The shares of Parent Common Stock shall be issued (c) If any adjustment under Section 1.7 results in a reduction in the following Purchase Price in excess of the Holdback Amount (as hereinafter defined), Sellers shall pay to Buyer the amount of such reduction, and manner: (a) At if any adjustment results in an increase in the ClosingPurchase Price, Buyer shall issue pay to Sellers the amount of such number increase, in each case by wire transfer of shares immediately available funds to an account designated by the party receiving payment within five (5) Business Days after the final determination of Parent Common Stock as shall be the amount of such reduction or increase in Purchase Price, plus interest on the amount of such reduction or increase from the Closing Date to the date of such payment thereof at the per annum rate equal to the quotient (rounded to rate announced by Citibank, N.A. in the nearest whole number) City of (A) $10.0 million divided by (B) the Parent Average Stock Price (the “Closing Shares”). Of the aggregate number of Closing Shares to be issued by Parent at the Closing, 20% of such Closing Shares (rounded up to the nearest whole number) (the “Escrow Shares”) will be deposited New York as its base rate in an account with the Escrow Agent. The Escrow Agent will hold the Escrow Shares as collateral to secure Seller’s indemnification obligations hereunder for the applicable Escrow Period and will release amounts in accordance with the Escrow Agreement and Article 7, “Indemnification.” The portion of the Closing Shares that are not Escrow Shares are referred to herein as “Guaranteed Shares.” 5. Section 2.10(b) of the Agreement is hereby amended in its entirety to read as follows: “(b) payment of $9,240,000 in cash by wire transfer to the account designated in writing by Seller at least two days prior to effect on the Closing Date;” 6. Section 3.2(b) of the Agreement is hereby amended in its entirety to read as follows:.

Appears in 1 contract

Samples: Asset Purchase Agreement (Warren Resources Inc)

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Purchase Price and Escrow. In 2.1 As consideration of for the sale, assignment, transfer and conveyance of all the Purchased Assets (free and clear of all Encumbrances) to Buyer at the Closing, Buyer Purchaser shall (i) pay Seller $10.0 million in cash, of which $760,000 will be deposited in an account with the Escrow Agent (the “Escrow Cash”), and (ii) issue to Seller shares the sum of Parent Common Stock $ (collectively, the “Purchase Price”). The , which sum shall not include the value of the Inventory as determined according to Section 3.4 hereof (the “Inventory Value”), subject to adjustment as provided in this Agreement. 2.2 Purchaser has this day deposited with Tranzon Auction Properties as escrow agent (the “Escrow Agent will hold Agent”) the Escrow Cash as collateral and partial security for Seller’s indemnification obligations under Section 7.2(hsum of $25,000.00 (the “Initial Deposit”) and Section 7.2(iPurchaser shall, within five (5) hereunder for business days of the applicable Escrow Period and will release amounts in accordance public auction, deposit with the Escrow Agreement Agent, via cashier’s check or wire transfer, a sum (the “Additional Deposit”) which will, together with the Initial Deposit, equal ten percent (10%) of the Purchase Price (the Initial Deposit and Article 7the Additional Deposit being collectively referred to as the “Deposit”). 2.3 The balance of the Purchase Price plus the Inventory Value (collectively, the Indemnification.” The shares of Parent Common Stock Total Consideration”) shall be issued paid by Purchaser to Seller at Closing, subject to adjustment as provided herein. The Deposit shall be held in the following amount and manner: (a) a non-interest bearing escrow account by Escrow Agent. At the Closing, Buyer shall issue such number of shares of Parent Common Stock the Deposit will be disbursed to Seller as a credit against the Total Consideration. If the Closing does not occur for any reason, then the Deposit will be distributed according to Article X hereof. 2.4 All payments by Purchaser to Seller under this Agreement at the Closing shall be equal made by bank check payable to Seller, or as Seller may direct in writing, or by wire transfer of immediately available funds to Seller, or as Seller may direct in writing, before the quotient (rounded to Closing. 2.5 The Total Consideration shall be allocated between and among the nearest whole number) of (A) $10.0 million divided by (B) Inventory based on the Parent Average Stock Price (Inventory Value; the “Closing Shares”). Of the aggregate number of Closing Shares to be issued by Parent Tangible Personal Property based on its book value at the Closing, 20% ; the Fuel Equipment based on its book value at the Closing; and the balance of such Closing Shares (rounded up the Total Consideration shall be allocated to the nearest whole number) (Real Property setting forth in detail the “Escrow Shares”) will allocation of the fair market value of the real estate and the allocation of the value of the improvements located thereon. Subject to the requirements of any applicable tax Law and the rulings of any applicable governmental agency, all tax returns and reports filed by Purchaser and Seller shall be deposited in an account prepared consistently with the Escrow Agentforegoing allocation. The Escrow Agent will hold Seller and Purchaser agree to notify the Escrow Shares as collateral to secure Seller’s indemnification obligations hereunder for other in the event that any adjustment is so required or imposed by applicable Escrow Period and will release amounts in accordance with the Escrow Agreement and Article 7, “IndemnificationLaw.” The portion of the Closing Shares that are not Escrow Shares are referred to herein as “Guaranteed Shares.” 5. Section 2.10(b) of the Agreement is hereby amended in its entirety to read as follows: “(b) payment of $9,240,000 in cash by wire transfer to the account designated in writing by Seller at least two days prior to the Closing Date;” 6. Section 3.2(b) of the Agreement is hereby amended in its entirety to read as follows:

Appears in 1 contract

Samples: Asset Purchase Agreement

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