Purchase Price and Other Consideration. In exchange for the Jewelry Operations, Buyer shall (i) assume all liabilities, obligations and costs of the Jewelry Operations that are owing, existing, contingent, or which have arisen or may have arisen through the date of this Agreement since inception of the BMI, (ii) indemnify and reimburse the BMI from any and all costs, expense or claims or other losses incurred by the BMI with respect to any matter of any nature that has or have arisen or may be claimed to have arisen from the date of the BMI's inception on October 30, 2013 through the Closing Date and (iii) shall transfer and deliver the Indemnity Shares to the BMI (collectively, the foregoing are the "Jewelry Operations Consideration"). In exchange for the Jewelry Operations Consideration, BMI shall deliver to the Buyer (i) the Jewelry Operations, together with all assets and liabilities related thereto, and (ii) $350,000 (the "Purchase Indemnity Consideration") .
Purchase Price and Other Consideration. The aggregate purchase price for the Shares shall be Four Million Eight Hundred Seventy Five Thousand (4,875,000) shares of Buyer Common Stock (the “Purchase Price,” and such shares of Buyer Common Stock, the “Transaction Shares”), regardless of the trading price per share of the Transaction Shares at the time of Closing.
Purchase Price and Other Consideration. (a) The total consideration to be paid by Buyer to Seller (the "Purchase Price") for all of the Assets purchased hereunder shall be equal to (i) Thirty-Three Thousand Five Hundred (33,500) shares of Buyer's common stock, (ii) the payment of Seller's outstanding loan (the
(c) hereto, as may be adjusted by Buyer upon Buyer's determination of a material change in the Business, as set forth in Section 1.2(b) below. Buyer hereby grants the option to Seller to receive, at Seller's sole option, a portion of the Purchase Price in cash at Closing in an amount not to exceed Thirty-Five Thousand and No/100 Dollars ($35,000.00) in lieu in a portion of the Buyer's common stock set forth above. In the event Seller elects for a portion of the Purchase Price to be paid in cash, the number of shares of Buyer's common stock to be issued to Seller shall be proportionately decreased by a number of shares equal to the cash Purchase Price divided by the fair market value of a share of Buyer's common stock as of the Closing Date, which fractional number shall be rounded to the nearest whole share. The Purchase Price shall be payable at or before Closing by (a) the issuance to Seller or Seller's designee(s)of certain common stock of Buyer, and, if Seller so elects, (b) delivery by Buyer of one or more certified checks or wire transfers drawn on Buyer's bank account of an amount not to exceed Thirty-Five Thousand and No/100 Dollars ($35,000.00), either payable to Seller, and (c) assumption of certain obligations of Seller as set forth specifically on Schedule 1.1(c) hereto.
(b) In addition, Buyer and Seller agree and acknowledge that, at the sole option of Buyer, (i) the Purchase Price may be adjusted by Buyer, or (ii) Buyer may elect to terminate all of its obligations under this Agreement with no further obligation of Buyer, in the event of a material change in the Business prior to the Closing; for purposes of illustration but not for purposes of exclusion, a "material change" in the Business would include but shall not be limited to (x) a loss of a one or more customer relationship(s) which constitute individually or in the aggregate more than ten percent (10%) by gross revenue of Seller or (y) a decrease in the "net asset value" of Seller's November 30, 1998 financial statements which were previously provided to Buyer below the amount of Two Hundred Fifty and 50/100 Dollars ($250,000.00). For purposes of this Section 1.2(b) and Section 3.1 below, the term "net asset value" sh...
Purchase Price and Other Consideration. (a) The total consideration to be paid by Buyer to Seller (the "Purchase Price") for all of the Assets purchased hereunder shall be equal to: (i) cash in the aggregate amount of Fifty Thousand and No/100 Dollars ($50,000.00), payable in six (6) equal monthly installments, the first of which shall be paid at Closing; and (ii) the greater of Five Hundred Thousand (500,000) shares of Buyer's founders' common stock, or ten percent (10%) of Buyer's then-outstanding founders' common stock as of the date of Closing. The Purchase Price shall be payable at or before Closing by (a) the issuance to Seller or Seller's designee(s) of certain common stock of Buyer, (b) delivery by Buyer of one or more certified checks or wire transfers drawn on Buyer's bank account of an amount not to exceed Eight Thousand Three Hundred Thirty-Three and 33/100 Dollars ($8,333.33), payable to Seller, and (c) assumption of certain obligations of Seller as set forth specifically on Schedule 1.1(c) hereto.
(b) In addition, Buyer and Seller agree and acknowledge that, at the sole option of Buyer, Buyer may elect to terminate all of its obligations under this Agreement with no further obligation of Buyer, in the event of a material change in the Business prior to the Closing; for purposes of illustration but not for purposes of exclusion, a "material change" in the Business would include but shall not be limited to a loss of a one or more customer relationship(s) which constitute individually or in the aggregate more than ten percent (10%) by gross revenue of the Business.
Purchase Price and Other Consideration. The purchase price for the Properties (the “Purchase Price”) is Four Million Five Hundred Thousand and No/100 Dollars ($4,500,000.00). The Purchaser shall pay the Purchase Price in five (5) equal payments of Nine Hundred Thousand Dollars ($900,000.00) each with the first payment being due and payable on July 1, 2017 and each subsequent payment due on July 1 of the years 2018 through and including 2021. The Purchaser acknowledges intent to issue or to cause to be issued General Obligation Warrants (“Warrants”) for the benefit of the Seller in order to support the construction of a new Xxxxxx P8 school (in connection with conditions set forth in the Consent Order approved by Federal Adjudication on or about April 21, 2015.) The Seller understands that the Purchaser’s acknowledgement does not obligate the Purchaser to issue or to cause to be issued the Warrants. All parties acknowledge that the general feasibility, nature, timing and extent (“Factors”) of future debt instruments and arrangements are dependent on variables that are currently unknown and undeterminable. The Factors of a future Warrant issue for the benefit of the Seller will be assessed at a time that the Seller considers it appropriate to request consideration of the same from the Purchaser. The parties acknowledge that the Seller will, within two (2) weeks of receipt of the same, remit to the Purchaser the full amount of each payment described in this Section 2 for the principal and interest on general obligation warrants to be issued by the City for Huntsville City School projects. The Seller’s debt service obligation for the Warrant issue as set forth in this paragraph shall be limited to Nine Hundred Thousand and No/100 Dollars ($900,000.00) per year in years 2017 through 2021. In addition to the Purchase Price, the Seller acknowledges receipt of the following consideration for the Properties: The Purchaser will convey to the Seller the title to the Columbia High School campus by statutory warranty deed, on the Closing Date, subject only to the title exceptions set out at Section 9 (a)(i)(A) and 9(a)(i)(B) of this Agreement. The property to be conveyed by this provision is the same property conveyed to the Purchaser by deed dated August 20, 2002 and recorded September 28, 2002 in Deed Book 1029 Page 834 Probate Records of Madison County, Alabama. The City acknowledges its intent to use the Properties for public purposes including but not limited to housing of public safety facilities, educ...
Purchase Price and Other Consideration. In consideration of the purchase of the Assets and of the Seller’s covenants and agreements set forth in this Agreement, Purchaser agrees to pay the Seller, by check or wire transfer as directed by Seller, the following (the “Purchase Price”):
a. one and one-half times (1.5x) the net revenue, as calculated by U.S. GAAP, for the Pages of $________, for the months of Month A, 201_ to Month B, 201_, for a total initial payment of $_______ which shall be payable as follows:
(i) A payment of ($ , ) (50%) upon execution of this Agreement by the parties;
(ii) A payment of ($ , ) (50%) upon successful transfer of the Pages to Purchaser's server logs and the transfer of the Domain Names to Purchaser in the Internic Whois database.
b. In addition, a payment of fifteen cents ($0.15) per page view of the Pages for Month B, 201_ of ____________ in the amount of $__________ which shall be paid as follows:
(i) A payment of ($ , ) (50%) upon execution of this Agreement by the parties;
(ii) A payment of ($ , ) (50%) upon successful transfer of the Pages to Purchaser's server logs and the transfer of the Domain Names to Purchaser in the Internic Whois database.
II. An additional one-time payment on or before Date, 201_, equal to one and one-quarter times (1.25x) the net revenue for the Pages, as calculated under U.S. GAAP (excluding site acquisitions or site mergers with the Pages) for the seven calendar months of Month C, 201_ to Month D, 201_. On or before Date, 201_, an additional one-time payment by Purchaser to Seller of fifteen cents ($0.15) per monthly page view for any increase in monthly page views in the month of Month D, 201_ for the Pages that are in excess of __________ (Month B, 201_) monthly page views (excluding Site acquisitions or Site mergers). Page views shall be calculated based on Purchaser’s servers consistent with its standard method for counting page views. An additional one-time payment on or before Date, 201_, equal to one and one-quarter times (1.25x) the net revenue for the Pages, as calculated under U.S. GAAP (excluding site acquisitions or site mergers with the Pages) for the seven calendar months of Month D, 201_ to Month E, 201_. On or before Date, 201_, an additional one-time payment by Purchaser to Seller of fifteen cents ($0.15) per monthly page view for any increase in monthly page views in the month of Month B, 201_ for the Pages that are in excess of __________ (Month C, 201_) monthly page views (excluding Site acquisitions or Site mer...
Purchase Price and Other Consideration. The Purchase Price for the Property shall be three-million dollars ($3,000,000) for the property as is.
Purchase Price and Other Consideration. (a) Purchaser shall have (i) paid to Seller the Purchase Price as provided in Section 2.2(b)(ii), subject to Section 2.4; and (ii) delivered the letters of credit required pursuant to Section 6.10.
(b) The Company shall have paid the Excess Cash Dividend, the Historical Intercompany Amount and the Intercompany Amount pursuant to Section 2.1(e).
Purchase Price and Other Consideration. 2 2.1 Sale of MZCG Shares; Purchase Price.........................................................2 2.2 Seller Disclosure Schedule..................................................................2
Purchase Price and Other Consideration. As consideration for this transaction, Purchaser shall assume all of Sellers’ debt and liability to American Bank of Texas, Sherman, Texas (“American Bank”), as evidenced by various deeds of trust and UCC’s filed of record against the Properties with an outstanding debt balance of $1,906,846.75 as of January 1, 2003, subject to approval of American Bank loan terms by Purchaser. As additional consideration for this transaction , Purchaser shall pay to Sellers, as an additional part of the purchase price, the equivalent amount of the net profits from the Properties through June 30, 2003, as described on Exhibit “C” attached hereto.