Purchase Price and Other Payments. As consideration for the transfer of the Assets and the other undertakings of the Seller and PHI in this Agreement, the Buyer shall pay the following amounts to the parties and at the times noted:
Purchase Price and Other Payments. 2.1 The Seller hereby agrees to sell to the Purchaser, and the Purchaser hereby agrees to purchase from the Seller the Seller Interest, in exchange for a total cash consideration of Eight Million Four Hundred and Twenty Thousand U.S. Dollars (US$8,420,000) (the “Purchase Price”).
2.2 Within three (3) months after the Execution Date, the Purchaser shall pay the first payment in the amount of US$2,800,000 in cash to the Seller’s designated bank account. Fifty percent (50%) of the Purchase Price (USD$4,210,000) shall be paid within the year of 2007 (for the sole purpose of clarification, such 50% shall include the US$2,800,000 paid within 3 months after the Execution Date). The remaining US$4,210,000 shall be paid to the Seller’s designated bank account upon Wanyou’s fulfillment of a net profit of RMB23,000,000 within twelve (12) months after the signing of the Agreement (from April 2, 2007 to April 1, 2008). In case that such targeted net profit is not fulfilled, the Seller hereby agrees that the last installment of the payment shall be reduced proportionally.
2.3 The Seller hereby agrees that upon the signing of this agreement, the Purchaser shall immediately be deemed as the legal owner of the Seller Interest and involved immediately in the running of Wanyou’s business.
2.4 Within fifteen (15) business days after the Seller received the first payment from the Purchaser:
(a) the Purchaser and the Seller shall prepare, execute and file with the relevant governmental authorities of the PRC all documents necessary or required for the governmental approval and registration of the Share Transfer hereunder; and
(b) the Seller shall provide the Purchaser with all necessary documents and assistances in order to realize the Purchaser’s immediate involvement in Wanyou’s business operation upon the signing of this Agreement.
2.5 the Seller shall not retain any of the Seller Interest including its original power and interest in Wanyou upon the signing of this Agreement.
Purchase Price and Other Payments. 16 ***Certain Confidential Information Omitted
Purchase Price and Other Payments. As consideration for the transfer of the PH Assets and the NPC Assets and the other undertakings of the parties, the following amounts shall be paid at the times noted:
Purchase Price and Other Payments. Purchaser shall have delivered to Seller the cash portion of the Purchase Price, the Subordinated Note, the Consideration Note and any other payments required to be made as of the Closing Date.
Purchase Price and Other Payments. (a) In consideration of the sale of the Assets to the Purchaser by Sellers, the Purchaser shall pay to Needletex the following (the "Purchase Price"):
(i) the sum of $1,200,000, payable simultaneously herewith by check; and
(ii) an amount equal to Needletex's actual, direct out-of- pocket cost of purchasing the work-in-process to fulfill Customer Orders (as defined in Section 2.14), which amount shall be payable within 10 days following receipt by the Purchaser of documentation reasonably acceptable to it evidencing such out-of-pocket cost;
(iii) an amount equal to Needletex's actual, direct out-of- pocket cost of the inventory acquired to fulfill the Customer Orders, which amount shall be payable as and when such inventory is invoiced by the Purchaser (but in all cases no earlier than the receipt by the Purchaser of documentation reasonably acceptable to it evidencing such out-of-pocket cost);
(iv) an amount equal to Needletex's actual out-of-pocket cost for the wages to its employees accruing from April 3, 2000 through the date hereof (but only to the extent such wages are reasonably allocable to work performed by the employees on Customer Orders accepted by Needletex on or after April 3, 2000), which amount shall be payable within 10 days following receipt by the Purchaser of documentation reasonably acceptable to it evidencing such out-of- pocket cost and such allocation.
(b) The Purchaser shall engage a qualified appraiser to appraise the Assets within a reasonable time after the date hereof, and the Purchaser shall furnish Needletex with a copy of such appraisal. The Purchaser and Needletex shall allocate the Purchase Price among the Assets in accordance with such appraisal, for purposes of all tax returns filed by them and shall not take any position on any tax return inconsistent with such allocation.
Purchase Price and Other Payments. No Person will be entitled to receive or have any claim to a portion of the Purchase Price or any other payment or consideration as a result of the transactions contemplated in this Agreement or any Seller Ancillary Agreement, other than Seller and, by virtue of its ownership of Seller, the Seller Owner.
Purchase Price and Other Payments. Pursuant to Section 2.3, Purchaser shall pay to Seller the Purchase Price on or before the Initial Payment Date, plus or minus any applicable adjustment determined pursuant to Section 2.4 and Section 2.5, by certified check or by wire transfer of immediately available funds of the balance of such amount.
Purchase Price and Other Payments. 4.1 The Purchase Price shall be payable in respect of the Sale Shares.
4.2 The Guarantors jointly and/or severally, on behalf of the Purchaser, undertake to pay the Initial Purchase Price to the Vendor in accordance with Clause 4.5 by paying a minimum of £10,500,000 on or before the Payment Date with the balance to be settled by the Guarantors on or before the Administrators applying to the court seeking to end the administration and their discharge as administrators. The aforementioned £10,500,000 amount shall be paid by electronic fund transfer to the Administrators’ Solicitor’s bank at the details below, or as the Administrators may otherwise direct: Account Name: Account No: Sort Code: Reference:
4.3 In respect of any Future Claims, the Guarantors shall pay such sum as required to enable the first statutory purpose of Administration to be achieved (namely to save the Vendor as a going concern and return it to its shareholders and directors) (the “Additional Purchase Price”).
4.4 The parties have agreed that all sums payable under this Agreement shall be paid by the Guarantors, and the Purchaser’s obligations and liabilities to the Vendor, are duly extinguished.
4.5 All sums payable are stated exclusive of VAT which shall (if applicable) be payable in addition to such sums within 5 Business Days after the presentation by the Vendor of the relevant VAT invoices together with any penalty, interest, costs or expenses incurred by the Vendor and/or the Administrators for late payment thereof.
Purchase Price and Other Payments. (a) The purchase price for the Purchased Assets (the “Purchase Price”) shall be paid by Buyer to Seller as an earnout as follows: (i) two percent (2%) of sales of the CA Branch Offices for the first twelve months from the Closing Date; (ii) one percent (1%) of sales of the CA Branch Offices for the second twelve months from the Closing Date; and (iii) one percent (1%) of sales of the CA Branch Offices for the third twelve months from the Closing Date. The earnout on collected sales will be based on the sales to existing customers of the CA Branch Offices as of the Closing Date set forth on Schedule 2.25 hereto.
(b) Such payments pursuant to clause (a) above shall be paid as follows: (i) the first such payment shall be made with respect to the payroll period ended on the December 4, 2005 and payroll period ending on December 18, 2005 (ii) through January 29, 2006, payments shall be made with respect to bi-weekly periods; and (iii) thereafter on a weekly basis. All payments shall be made in immediately available funds within 5 days following the end of the applicable period. All payments will be accompanied by a certificate of an officer of Buyer certifying that all information which formed the basis for calculating the remittance to Seller is true and correct.
(c) Notwithstanding anything herein to the contrary, the aggregate amount payable pursuant to clause (a) above with respect to any period for any existing client shall equal 2% or 1%, as the case may be, of sales to such clients as provided in clause (a) above, but in no event for purposes of this calculation, shall the aggregate annual sales to such clients exceed $25 million.
(d) On or before April 15, 2006, Buyer shall prepare a reconciliation reflecting collections from accounts receivable included in the Purchased Assets. To the extent collections for such accounts receivable are less than invoiced sales, Buyer will be entitled to offset against future payments to Seller an amount equal to 2% or the amount of such shortfall. If, after April 15, 2006 Buyer collects any amounts reflected on its reconciliation as being uncollected, Buyer will remit to Seller 2% of such additional collections.
(e) At reasonable times and upon reasonable notice, Seller shall have access to Buyer’s records solely for the purpose of reviewing Buyer’s sales and its computation of the remittances of Purchase Price as described in this Section 1.2.
