Purchase Price and Other Consideration Sample Clauses

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. a. 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_. b. 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. c. 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_. d. 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 mergers). Page views shall be calculated based on Purc...

Purchase Price and Other Consideration. 2.1 Purchaser agrees to pay the Purchase Price for the acquisition of the Property, subject to the terms of this Agreement. The purchase price is One Hundred Million and 00/100 DOLLARS ($100,000,000) (“Purchase Price”). 2.2 Within five (5) business days after the Execution Date, Purchaser shall deposit at Republic Title of Texas, Inc., 0000 Xxxxxx Xxxxxx, 10th Floor, Dallas, Texas 75204, Attn: Xx Xxxxxx (the “Title Company”) by cash, check, wired funds, or cashier’s check the sum of One Million and 00/100 DOLLARS ($1,000,000.00), to be held as xxxxxxx money (the “Xxxxxxx Money”) in accordance with the terms of this Agreement. At Closing, the Xxxxxxx Money shall be applied to the Purchase Price. The Xxxxxxx Money shall be held in an interest-bearing account and released by the Title Company in accordance with this Agreement and Section 14.15 hereof. All interest accruing on the Xxxxxxx Money shall be considered a part of the Xxxxxxx Money. The Xxxxxxx Money will become non-refundable at the end of the Feasibility Period, except as provided in Section 5.3, or in the event of a default by Seller or as otherwise expressly provided in this Agreement. 2.3 If this Agreement terminates, the Title Company will deliver to Seller Four Hundred Thousand and 00/100 DOLLARS ($400,000.00) out of the Xxxxxxx Money (“Independent Consideration”), which amount has been bargained for and agreed to as consideration for Purchaser’s exclusive option to purchase the Property and for Seller’s execution and delivery of this Agreement. The Independent Consideration is in addition to all other consideration provided in this Agreement, and is non-refundable except as expressly provided otherwise in this Agreement. Upon any termination of this Agreement during the Feasibility Period or pursuant to Section 5.3, Seller shall be paid the Independent Consideration as its sole and exclusive remedy against Purchaser for such termination of this Agreement during the Feasibility Period or pursuant to Section 5.3.

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) 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. In consideration of the purchase of the Assets, the assumption of the Assumed Liabilities and of the Seller's representations, warranties, covenants and agreements as set forth in this Agreement, Purchaser agrees to pay the Seller the following (the "Purchase Price"): i. A total cash payment of two million two hundred and fifty thousand dollars ($2,250,000) (the "Cash Payment") to be paid as follows: A. One million nine hundred twelve thousand five hundred dollars ($1,912,500) less any amounts paid directly by Purchaser at Closing to Comerica to satisfy the conditions of Section 4(a) of this Agreement, upon execution of this Agreement by the parties, together with any Exhibits, by check or wire transfer to an account designated by the Seller; B. A cash escrow equal to fifteen percent (15%) of the Cash Payment, in the amount of three hundred thirty seven thousand five hundred dollars ($337,500), as may later be adjusted pursuant to the post-closing Purchase Price adjustment below, to be held according to the terms of the Escrow Agreement, and delivered to the Escrow Agent (as defined in the Escrow Agreement, attached hereto, and made a part hereof, as Exhibit I) (the "Escrow"); ii. Two hundred thousand (200,000) shares of restricted common stock, par value $0.01 per share, of the Purchaser (the "Purchaser Stock"), pursuant to the terms of the Registration Rights Agreement, attached hereto, and made a part hereof, as Exhibit J.

Purchase Price and Other Consideration. Upon the terms and subject to the conditions set forth in this Agreement, (a) Purchaser agrees to pay the Seller, on the Closing Date, an amount (the "Purchase Price") equal to five hundred thousand dollars ($500,000) by wire transfer to the following account: Mellon Bank Pittsburgh, Routing #000000000, for credit to Xxxxxxx Xxxxx House Account _________ for further credit to EarthWeb Inc. Account __________; (b) Purchaser agrees to promote the Career Channel (as defined below) or the Seller's career services Web sites (as determined by the Seller in its sole discretion) for three years from the date hereof with 3,000,000 ad impressions per month on Purchaser's network of Web sites and related Internet media properties and (c) each of the Seller and Purchaser agree to execute and deliver on the Closing Date a transition services agreement with respect to the Assets (the "Transition Services Agreement") on the terms set forth in Exhibit F. ---------

Purchase Price and Other Consideration. In exchange for the GPAY Business, Buyer shall (i) assume all liabilities, obligations and costs of the GPAY Business that are owing, existing, contingent, or which have arisen or may have arisen through the Closing Date since inception of the Company and its earliest Predecessors, (ii) indemnify and hold harmless each of Company and Amalco from any and all costs, expense or claims or other losses incurred thereby 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 inception of the Company and its earliest Predecessors through the Closing Date in accordance with the terms of this Agreement, (iii) shall transfer and deliver the Indemnity Shares to the Company, and (iv) the Shareholder Loan shall be deemed paid in full (collectively, the foregoing are the “GPAY Business Consideration”). In exchange for the GPAY Business Consideration, the Company shall (i) deliver to the Buyer the GPAY Business, together with all assets and liabilities related thereto and 100% of the membership interest in Gold Party Payday, LLC, (ii) deliver to the Buyer $361,650 and (iii) jointly and severally with Amalco, indemnify and hold harmless Buyer from any and all costs, expense or claims or other losses incurred thereby with respect to any matter of any nature that has or have arisen or may be claimed to have arisen after the Closing Date in accordance with the terms of this Agreement (collectively with the GPAY Business, the membership interest in Gold Party Payday, LLC, and the cash payment, the “Purchase Indemnity Consideration”).

Purchase Price and Other Consideration. In exchange for the GEEM Business, Buyer shall (i) assume all liabilities, obligations and costs of the GEEM Business that are owing, existing, contingent, or which have arisen or may have arisen through the date of this Agreement since inception of the Company, (ii) indemnify and reimburse the Company from any and all costs, expense or claims or other losses incurred by the Company 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 Company's inception on June 8, 2011 through the Closing Date and (iii) shall transfer and deliver the Indemnity Shares to the Company (collectively, the foregoing are the "GEEM Business Consideration"). In exchange for the GEEM Business Consideration, the Company shall deliver to the Buyer (i) the GEEM Business, together with all assets and liabilities related thereto, and (ii) $191,000 (collectively with the GEEM Business, the "Purchase Indemnity Consideration") .

Purchase Price and Other Consideration. The Buyer shall provide the following consideration to Seller in exchange for the Norton Assets : a) Cash Payment. A cash payment at Closing of twenty-five thousand dollars ($25,000).