Purchase Price and Payment. The aggregate purchase price (the "Purchase Price") payable by the Purchaser to the Vendors for all of the Purchased Assets shall be an amount equal to Two Million Twenty Thousand Dollars ($2,020,000), plus applicable taxes of $14,123.50 and subject to adjustment in the manner set forth below. The Purchase Price shall be paid by the Purchaser to the Vendors as follows: (a) a certified cheque payable to the Vendors in an amount of $1,248,299.40, (b) a certified cheque payable to the Caisse Populaire Xxxxxxxxxx de la Maison de Radio-Canada in an amount of $443,604.87; (c) a certified cheque payable to Xxxxx Xxxxxxx Inc. in an amount of $242,219.18; (d) a certified cheque payable to Spiegel Xxxxxx in trust in the amount of $100,000 in order to cover certain liabilities which will be assumed by the Purchaser which amount should be held in trust until receipt of a joint notice from the Vendors and the Purchaser indicating how to release such funds. The Vendors shall remain responsible for and shall pay in a timely manner those accounts payable and liabilities of the Vendors and certain other liabilities related to the Employees, to the extent not being paid by the Purchaser in accordance with other provisions of this Agreement, which are set forth on Schedule 3.3, in the respective amounts sets forth on such Schedule; The Purchase Price shall be increased by an amount of Five Hundred Five Thousand Dollars ($505,000) plus applicable taxes less the amounts required, if any, to fix or reconfigure the Purchased Assets, any overdue accounts payable of the Vendors relating to the Purchased Business which arose prior to the Effective Date, and the cost of any equipment which the Purchaser is required to purchase should the Purchased Assets be insufficient to carry on the operations of the Purchased Business at a system operating level consistent with the system performance prior to the Closing (the "Increase"). To secure the Purchaser's potential obligation to pay such additional amount, the full amount of the Increase shall be deposited on Closing in trust with Spiegel Xxxxxx (the "Escrow Agent") to be held in an interest bearing account until the earlier of (i) sixty days following the Closing, namely January 27, 2003; or (ii) upon receipt of a written notice that Purchaser is satisfied with the condition and functionality of the Purchased Assets; (such period herein referred to as the "Escrow Period"). Provided the Escrow Agent does not receive a notice from the Purchaser within the Escrow Period indicating its dissatisfaction with the condition of the Purchased Assets, then the Escrow Agent shall automatically release the funds then held in escrow plus the interest accrued thereon to the Vendors upon the expiry of the Escrow Period. Upon release of the funds by the Escrow Agent, the Purchaser shall forward its payment to ZAQ representing the remainder of the sales taxes owing on such amount, namely $75,876.25. Ten (10) working days after having sent a notice to the Vendors stating that the Purchaser intends to direct the Escrow Agent to return to it from the funds held in escrow and setting out the underlying reasons for such return and to the extent that the Vendors have not corrected the situation to the satisfaction of the Purchaser acting reasonably, it is understood that the Purchaser shall have the right to send a written notice to the Escrow Agent (with a copy to the Vendors) directing the Escrow Agent to return to the Purchaser the amount necessaryfrom the funds held in escrow in order to pay: (i) any reasonable costs to fix or reconfigure the Purchased Assets; (ii) any overdue accounts payable of the Vendors relating to the Purchased Business which arose prior to the Effective Date; and (iii) the cost of any equipment which the Purchaser is required to purchase should the Purchased Assets be insufficient to carry on the operations of the Purchased Business at a system operating level consistent with the system performance prior to the Closing as determined at the expiry of the Reconfiguration Period (as defined below). The parties acknowledge and agree that the Escrow Agent shall not be responsible for any loss unless its actions constitute gross negligence or an abuse of trust wilfully and intentionally committed.
Appears in 1 contract
Purchase Price and Payment. The aggregate purchase price (the "Purchase Price") payable by the Purchaser to the Vendors for all of the Purchased Assets and the agreements of Seller and Shareholder contained herein (including the non-competition and non-solicitation agreement set forth in Section 13 hereof) (the “Purchase Price”) shall be an amount equal to Two Million Twenty Thousand Dollars __________________________________________ DOLLARS ($2,020,000__________), plus applicable taxes of $14,123.50 and subject to adjustment in the manner set forth belowas hereafter adjusted. The Purchase Price shall be paid by the Purchaser to the Vendors payable as follows:
: ________________DOLLARS (a$_________) (“Cash Purchase Price”), payable in the form of a certified cheque payable or cashier’s check, or by wire transfer, to or at the Vendors in an amount direction of $1,248,299.40,
(b) a certified cheque payable Seller at Closing. At Closing, Buyer shall deliver to the Caisse Populaire Xxxxxxxxxx de la Maison de Radio-Canada in an amount of $443,604.87;
(c) a certified cheque payable to Xxxxx Xxxxxxx Inc. in an amount of $242,219.18;
(d) a certified cheque payable to Spiegel Xxxxxx in trust Seller Buyer's Promissory Note in the amount of ______________ DOLLARS ($100,000 _________) in order substantially the form attached hereto as Exhibit A (“Note”) which provides for interest at the prime rate as published in The Wall Street Journal plus two percent (2%) per annum, to cover certain liabilities which will be assumed amortized over the following thirty-six (36) months, with principal and interest to be paid in thirty-six (36) equal and consecutive installments commencing thirty (30) days subsequent to Closing. The Note shall be secured by a pledge of all of the Purchaser which amount should be held in trust until receipt assets of Buyer pursuant to the terms of a joint notice from Junior Security Agreement ("Security Agreement") substantially the Vendors form attached hereto as Exhibit B. Buyer at closing shall assume and the Purchaser indicating how agree to release such funds. The Vendors shall remain responsible for and shall pay in a timely manner those accounts payable discharge obligations and liabilities of Seller having an agreed aggregate stated value of ___________________DOLLARS ($________) reported as part of Seller’s working capital as of December 31, 20__. The parties shall mutually agree to allocate the Vendors and certain other liabilities related to Purchase Price among the Employees, to the extent not being paid by the Purchaser Purchased Assets in accordance with other provisions of this Agreement, which are set forth on Schedule 3.3, in the respective amounts sets forth on such Schedule; The Purchase Price shall be increased by an amount of Five Hundred Five Thousand Dollars ($505,000) plus applicable taxes less the amounts required, if any, to fix or reconfigure the Purchased Assets, any overdue accounts payable of the Vendors relating to the Purchased Business which arose prior to the Effective Date, and the cost of any equipment which the Purchaser is required to purchase should the Purchased Assets be insufficient to carry on the operations of the Purchased Business at a system operating level consistent with the system performance prior to the Closing (the "Increase"). To secure the Purchaser's potential obligation to pay such additional amount, the full amount of the Increase shall be deposited on Closing in trust with Spiegel Xxxxxx (the "Escrow Agent") to be held in an interest bearing account until the earlier of (i) sixty days following the Closing, namely January 27, 2003; or (ii) upon receipt of a written notice that Purchaser is satisfied with the condition and functionality of the Purchased Assets; (such period herein referred to as the "Escrow Period"). Provided the Escrow Agent does not receive a notice from the Purchaser within the Escrow Period indicating its dissatisfaction with the condition of the Purchased Assets, then the Escrow Agent shall automatically release the funds then held in escrow plus the interest accrued thereon to the Vendors upon the expiry of the Escrow Period. Upon release of the funds by the Escrow Agent, the Purchaser shall forward its payment to ZAQ representing the remainder of the sales taxes owing on such amount, namely $75,876.25. Ten (10) working days after having sent a notice to the Vendors stating that the Purchaser intends to direct the Escrow Agent to return to it from the funds held in escrow and setting out the underlying reasons for such return Exhibit C attached hereto and to file Form 8594 with their 20__ Federal income tax returns reflecting the extent that the Vendors have not corrected the situation to the satisfaction of the Purchaser acting reasonably, it is understood that the Purchaser shall have the right to send a written notice to the Escrow Agent (with a copy to the Vendors) directing the Escrow Agent to return to the Purchaser the amount necessaryfrom the funds held in escrow in order to pay:
(i) any reasonable costs to fix or reconfigure the Purchased Assets;
(ii) any overdue accounts payable of the Vendors relating to the Purchased Business which arose prior to the Effective Date; and
(iii) the cost of any equipment which the Purchaser is required to purchase should the Purchased Assets be insufficient to carry information reported on the operations of the Purchased Business at a system operating level consistent with the system performance prior to the Closing as determined at the expiry of the Reconfiguration Period (as defined below). The parties acknowledge and agree that the Escrow Agent shall not be responsible for any loss unless its actions constitute gross negligence or an abuse of trust wilfully and intentionally committed.Exhibit C.
Appears in 1 contract
Samples: Asset Purchase Agreement
Purchase Price and Payment. 5.1. The aggregate purchase price (the "Purchase Price") consideration payable by the Purchaser Investor to the Vendors Seller for the Subject Matter shall be the amount of US$[] ( United States Dollars) excluding VAT (if any), which shall be charged at the applicable rate.
5.2. The Purchase Price shall exclude all applicable taxes and stamp duty or other costs (if any) related to the transfer of the Purchased Assets shall be an amount equal to Two Million Twenty Thousand Dollars ($2,020,000), plus applicable taxes Shares into the name of $14,123.50 and subject to adjustment in the manner set forth belowInvestor.
5.3. The Purchase Price shall be paid by the Purchaser to the Vendors Seller as follows:
(a) a certified cheque payable to the Vendors in an amount of $1,248,299.40,
(b) a certified cheque payable to the Caisse Populaire Xxxxxxxxxx de la Maison de Radio-Canada in an amount of $443,604.87;
(c) a certified cheque payable to Xxxxx Xxxxxxx Inc. in an amount of $242,219.18;
(d) a certified cheque payable to Spiegel Xxxxxx in trust 5.3.1. An initial deposit in the amount of $100,000 in order to cover certain liabilities which will be assumed by the Purchaser which amount should be held in trust until receipt of a joint notice from the Vendors and the Purchaser indicating how to release such funds. The Vendors shall remain responsible for and shall pay in a timely manner those accounts payable and liabilities US$7’500.00 (Seven Thousand Five Hundred United States Dollars) within 10 days of the Vendors and certain other liabilities related Signature Date (the “Initial Deposit”), which is refundable only in the event that the Residency Permit is not granted;
5.3.2. On the first business day after the granting of the Residency Permit or the Effective Date (whichever is the later), the first advance, in an amount equal to 30% (thirty percent) of the Total Consideration (the “First Advance”), shall be payable to the Employees, Seller;
5.3.3. On the first business day after (i) the quantity surveyor (as defined in the Construction Agreement) has certified in writing that the Property has been serviced and (ii) the Subject Matter has been transferred to the extent Investor, the second advance, in an amount equal to 30% (thirty percent) of the Total Consideration less the amount of the Initial Deposit (the “Second Advance”), shall be payable to the Seller. Provided that the purchase price of the Property under the Property Sale Agreement shall be deemed to have been paid upon the Seller receiving the Second Advance.
5.4. It is agreed that –
5.4.1. the Seller may, by written notice to the Attorney, immediately draw upon and utilise the Initial Deposit for purposes of covering all costs associated with setting up the Company, including annual duties, and preparing, submitting and prosecuting the application for the Residency Permit; and
5.4.2. the Initial Deposit shall be refunded in the event of the Residency Permit not being paid by the Purchaser in accordance with other provisions of this Agreementgranted, which are set forth on Schedule 3.3provided that, in the respective amounts sets forth following instances the certain deductions may be made from the Initial Deposit before the balance thereof is refunded. Costs incurred by the Seller on such Schedule; behalf of the Investor for visa application submission fee, visa application and review fee, the Company incorporation fee and one year’s annual duties of the Company incorporated.
5.5. All and any payments to be effected in terms of this Agreement shall be made at Swakopmund free of exchange and all bank charges, without any deduction or set off at the offices of the Attorneys, except as may otherwise be indicated herein.
5.6. The Purchase Price shall be increased by an amount of Five Hundred Five Thousand Dollars ($505,000) plus applicable taxes less apportioned as follows:
5.6.1. the amounts requiredClaims, if any, shall be taken over at their face value; and
5.6.2. the Shares shall be taken over at the Purchase Price less the sum, if any, attributable to fix or reconfigure the Purchased AssetsClaims and other permissible deductions, any overdue accounts payable and shall be paid to the Seller.
6.1. On the Closing Date the Seller shall, in respect of the Vendors relating to Subject Matter, delivery:
6.1.1. the Purchased Business which arose prior to the Effective Date, and the cost Documents of any equipment which the Purchaser is required to purchase should the Purchased Assets be insufficient to carry on the operations of the Purchased Business at a system operating level consistent with the system performance prior to the Closing (the "Increase")Title;
6.1.2. To secure the Purchaser's potential obligation to pay such additional amount, the full amount of the Increase shall be deposited on Closing in trust with Spiegel Xxxxxx (the "Escrow Agent") to be held in an interest bearing account until the earlier of (i) sixty days following the Closing, namely January 27, 2003; or (ii) upon receipt of a written notice that Purchaser is satisfied with the condition and functionality of the Purchased Assets; (such period herein referred to as the "Escrow Period"). Provided the Escrow Agent does not receive a notice from the Purchaser within the Escrow Period indicating its dissatisfaction with the condition of the Purchased Assets, then the Escrow Agent shall automatically release the funds then held in escrow plus the interest accrued thereon to the Vendors upon the expiry of the Escrow Period. Upon release of the funds by the Escrow Agent, the Purchaser shall forward its payment to ZAQ representing the remainder of the sales taxes owing on such amount, namely $75,876.25. Ten (10) working days after having sent a notice to the Vendors stating that the Purchaser intends to direct the Escrow Agent to return to it from the funds held in escrow and setting out the underlying reasons for such return and to the extent that so required by the Vendors have not corrected Investor, the situation to written resignations:
6.1.2.1. with effect from the satisfaction appointments in clause 1.2.12.2.2 becoming effective, of all the directors of the Purchaser acting reasonablyCompany as at the Closing Date, save for any directors nominated by the Investor as contemplated in clause 1.2.12.2.2, confirming that they waive all claims, whether in contract or in delict, actual or contingent, that they, in their capacity as directors, may have had against the Company up until the Closing Date;
6.1.2.2. with effect from the Closing Date, of the Auditors;
6.1.2.3. with effect from the Closing Date, of the public officer, company secretary and any other officer of the Company, it is understood being specifically agreed that these resignations are from formal appointments as officers of the Purchaser shall Company only, and not from posts of employment with the Company, if applicable;
6.1.3. certified copies of resolutions of the shareholders of the Company electing, with effect from the Closing Date, such directors as may have been nominated for that purpose by the right to send a Investor by means of written notice to the Escrow Agent (with a copy to the Vendors) directing the Escrow Agent to return to the Purchaser the amount necessaryfrom the funds held in escrow in order to pay:
(i) any reasonable costs to fix or reconfigure the Purchased Assets;
(ii) any overdue accounts payable of the Vendors relating to the Purchased Business which arose prior to the Effective DateSeller; and
6.1.4. the memorandum of association and articles of association, the registration certificate (iiior the certificate of incorporation, as the case may be) and (to the cost of any equipment extent to which the Purchaser is required to purchase should the Purchased Assets be insufficient to carry on the operations they exist), share certificates, registers and records of the Purchased Business at a system operating level consistent with Company (including all such records as exist only in electronic form, which shall be copied onto such devices or memory storage disks or drives as the system performance prior Investor may reasonably require), or alternatively place the Investor or the Investor's representative in effective control of all the records, registers and documents of the Company.
6.2. The Seller shall, subject to 6.1 above having been complied with, instruct the Attorneys to:
6.2.1. attend to or cause the registration of the Shares into the name of the Investor;
6.2.2. attend to or cause the cancellation of the original Share certificate(s) of the Seller;
6.2.3. attend to or cause the issuing of share certificates to the Closing as determined at Investor, reflecting its shareholding in the expiry Company; and
6.2.4. attend to note the out and out cession of the Reconfiguration Period Claims (as defined below). The parties acknowledge and agree that if any) in the Escrow Agent shall not be responsible for any loss unless its actions constitute gross negligence or an abuse books of trust wilfully and intentionally committedthe Company.
Appears in 1 contract
Purchase Price and Payment. (a) The aggregate purchase price payable by Buyer at Closing as consideration for the sale and transfer of the Shares, subject to adjustment as contemplated herein, (the "Purchase Price"" ) payable by the Purchaser to the Vendors for all of the Purchased Assets shall be an amount equal to Two Million Twenty Thousand Dollars ($2,020,000), plus applicable taxes of $14,123.50 and subject to adjustment in the manner set forth below. The Purchase Price shall be paid by the Purchaser to the Vendors payable as follows:
(ai) a certified cheque payable $2,600,000 in cash (A) minus twenty-two and one half percent (22.5%) of the $2,600,000 in cash (the "Cash Escrow Amount") that shall be paid to the Vendors in an amount of $1,248,299.40,
(baccount(s) a certified cheque payable to the Caisse Populaire Xxxxxxxxxx de la Maison de Radio-Canada in an amount of $443,604.87;
(c) a certified cheque payable to Xxxxx Xxxxxxx Inc. in an amount of $242,219.18;
(d) a certified cheque payable to Spiegel Xxxxxx in trust in the amount of $100,000 in order to cover certain liabilities which will be assumed designated by the Purchaser Escrow Agent in writing in advance of Closing (the "Escrow Account"), which amount should be held in trust until receipt of a joint notice from the Vendors Escrow Agent shall manage and the Purchaser indicating how to release such funds. The Vendors shall remain responsible for and shall pay in a timely manner those accounts payable and liabilities of the Vendors and certain other liabilities related to the Employees, to the extent not being paid by the Purchaser disburse in accordance with other provisions the terms of this the Escrow Agreement, (B) minus $100,000 (the "Seller Reserve Amount") that shall be deposited in a segregated escrow account controlled by the Sellers' Representative, (C) plus or minus, as applicable, one-half of any adjustments pursuant to Section 2.3(b), (D) minus any cash converted to Common Stock pursuant to Section 2.6, and (E) minus Closing Company Debt and Company Transaction Costs (the "Closing Cash Payment"), which are Closing Cash Payment shall be paid by wire transfer of immediately available funds to an account designated at least two (2) Business Days prior to the Closing by Sellers' Representative for further distribution to Sellers in accordance with Schedule 2.2(a)(i).
(ii) $2,600,000 in Common Stock of Buyer (A) minus twenty-two and one-half percent (22.5%) of the $2,600,000 in common stock of Buyer (the "Stock Escrow Amount", and together with the Cash Escrow Amount, the "Escrow Amount"), such shares of Common Stock (the "Escrow Shares") shall be delivered to the Escrow Account, which the Escrow Agent shall manage and disburse in accordance with the terms of the Escrow Agreement, (B) plus or minus, as applicable, one-half of any adjustments pursuant to Section 2.3(b), and (C) plus 127.5% of any cash converted to Common Stock pursuant to Section 2.6 (the "Closing Stock Payment," and together with the Closing Cash Payment, the "Base Purchase Price"); which Closing Stock Payment shall be paid by delivery of common stock of Buyer ("Common Stock") to the Sellers at Closing, which Shares shall be allocated among the Sellers in the percentages set forth on Schedule 3.3, in 2.2(a)(i). The number of shares of the respective amounts sets forth on such Schedule; The Purchase Price Common Stock to be paid to Sellers shall be increased determined by an amount of Five Hundred Five Thousand Dollars dividing the Closing Stock Payment ($505,000as may be adjusted) plus applicable taxes less by the amounts required, if any, to fix or reconfigure the Purchased Assets, any overdue accounts payable Buyer's average market closing price on NASDAQ of the Vendors relating to the Purchased Business which arose prior to the Effective Date, and the cost of any equipment which the Purchaser is required to purchase should the Purchased Assets be insufficient to carry on the operations of the Purchased Business at a system operating level consistent with the system performance prior to the Closing (the "Increase"). To secure the Purchaser's potential obligation to pay such additional amount, the full amount of the Increase shall be deposited on Closing in trust with Spiegel Xxxxxx (the "Escrow Agent") to be held in an interest bearing account until the earlier of (i) sixty days following the Closing, namely January 27, 2003; or (ii) upon receipt of a written notice that Purchaser is satisfied with the condition and functionality of the Purchased Assets; (such period herein referred to as the "Escrow Period"). Provided the Escrow Agent does not receive a notice from the Purchaser within the Escrow Period indicating its dissatisfaction with the condition of the Purchased Assets, then the Escrow Agent shall automatically release the funds then held in escrow plus the interest accrued thereon to the Vendors upon the expiry of the Escrow Period. Upon release of the funds by the Escrow Agent, the Purchaser shall forward its payment to ZAQ representing the remainder of the sales taxes owing on such amount, namely $75,876.25. Ten preceding ten (10) working days after having sent a notice to the Vendors stating that the Purchaser intends to direct the Escrow Agent to return to it from the funds held in escrow and setting out the underlying reasons for such return and to the extent that the Vendors have not corrected the situation to the satisfaction of the Purchaser acting reasonably, it is understood that the Purchaser shall have the right to send a written notice to the Escrow Agent (with a copy to the Vendors) directing the Escrow Agent to return to the Purchaser the amount necessaryfrom the funds held in escrow in order to pay:
(i) any reasonable costs to fix or reconfigure the Purchased Assets;
(ii) any overdue accounts payable of the Vendors relating to the Purchased Business which arose immediately prior to the Effective DateClosing; and
(iii) the cost of any equipment which Earn-out Consideration pursuant to Section 2.4, if applicable.
(b) The Base Purchase Price shall be subject to adjustment as provided in this Section 2.2(b).
(i) At Closing the Purchaser is required to purchase should Base Purchase Price payable by Buyer shall be decreased by the Purchased Assets be insufficient to carry on amount determined by multiplying the operations of Base Purchase Price by (100% minus the Purchased Business at a system operating level consistent with Reduction Factor as estimated, in good faith, by Sellers' Representative) (the system performance prior to the Closing as determined at the expiry of the Reconfiguration Period (as defined below"Estimated Reduction Amount"). The parties acknowledge Estimated Reduction Amount shall be deducted pro rata from the Closing Cash Payment and agree that the Closing Stock Payment (including any Additional Stock Payment) based on the respective proportions of the Base Purchase Price made up by each.
(ii) Promptly following the completion of the 2014 audited financial statements for the Company Group, Buyer, if the Closing has occurred, or Sellers' Representative, if the Closing has not occurred, will deliver to the other party a written statement (the "Reduction Statement") setting forth the Actual Reduction Factor, the Actual Reduction Amount, and the amount required to be paid by Buyer to Sellers or released from the Escrow Agent Amount to Buyer pursuant to this Section 2.2(b)(ii). If the Actual Reduction Amount is less than the Estimated Reduction Amount, Buyer shall not pay the difference to Sellers' Representative for further distribution to Sellers in accordance with Schedule 2.2(a)(i) within ten (10) days after delivery or receipt of the Reduction Statement, as applicable. If the Actual Reduction Amount is greater than the Estimated Reduction Amount, Buyer shall be responsible for any loss unless its actions constitute gross negligence or an abuse of trust wilfully entitled to immediately collect the difference from the Escrow Account in accordance Article VIII and intentionally committedthe Escrow Agreement.
Appears in 1 contract
Purchase Price and Payment. The aggregate purchase price (the "Purchase Price") payable by the Purchaser Buyer agrees to pay to the Vendors for all Sole Stockholder at the Closing a total of the Purchased Assets shall be an amount equal to Two Three Million Twenty Fifty Thousand Dollars ($2,020,0003,050,000) (the "PURCHASE PRICE") for the Shares by delivery of: (i) One Million Five Hundred Fifty Thousand Dollars ($1,550,000) in cash payable by wire transfer or delivery of other immediately available funds; and (ii) a subordinated promissory note in the principal amount of One Million Five Hundred Thousand Dollars ($1,500,000) in the form attached hereto as EXHIBIT A (the "NOTE"), having a term of five (5) years and bearing simple interest at the rate of seven and one-half percent (7.5%) per annum, with principal payable annually in equal installments of Three Hundred Thousand Dollars ($300,000) each, plus applicable taxes accrued interest on the unpaid principal balance payable with each such principal installment, and with such installments being made annually on each anniversary date of $14,123.50 and subject to adjustment in the manner set forth belowClosing Date. The Note shall be guaranteed by Hanger. The Purchase Price shall be paid by subject to pre-Closing adjustments as set forth in Section 1.2(d)(ii) below and post-Closing adjustments as set forth in Sections 1.2(c) and 1.2(d)(iii) below. The portion of the Purchaser Purchase Price allocated to the Vendors as follows:
(a) a certified cheque payable covenant not to the Vendors in an amount of $1,248,299.40,
(b) a certified cheque payable to the Caisse Populaire Xxxxxxxxxx de la Maison de Radio-Canada in an amount of $443,604.87;
(c) a certified cheque payable to Xxxxx Xxxxxxx Inc. in an amount of $242,219.18;
(d) a certified cheque payable to Spiegel Xxxxxx in trust compete set forth in the amount Non-Competition Agreement attached hereto as EXHIBIT C shall equal one percent (1%) of $100,000 in order to cover certain liabilities which will be assumed the Purchase Price (as modified by any Purchase Price Adjustments made as of the Purchaser which amount should be held in trust until receipt of a joint notice from the Vendors and the Purchaser indicating how to release such funds. The Vendors shall remain responsible for Closing Date under Section 1.2(d)(ii)), and shall pay in a timely manner those accounts be payable and liabilities at the Closing out of the Vendors and certain other liabilities related to the Employees, to the extent not being paid by the Purchaser in accordance with other provisions of this Agreement, which are set forth on Schedule 3.3, in the respective amounts sets forth on such Schedule; The Purchase Price shall be increased by an amount of Five Hundred Five Thousand Dollars ($505,000) plus applicable taxes less the amounts required, if any, to fix or reconfigure the Purchased Assets, any overdue accounts payable cash portion of the Vendors relating to the Purchased Business which arose prior to the Effective Date, and the cost of any equipment which the Purchaser is required to purchase should the Purchased Assets be insufficient to carry on the operations of the Purchased Business at a system operating level consistent with the system performance prior to the Closing (the "Increase"). To secure the Purchaser's potential obligation to pay such additional amount, the full amount of the Increase shall be deposited on Closing in trust with Spiegel Xxxxxx (the "Escrow Agent") to be held in an interest bearing account until the earlier of (i) sixty days following the Closing, namely January 27, 2003; or (ii) upon receipt of a written notice that Purchaser is satisfied with the condition and functionality of the Purchased Assets; (such period herein referred to as the "Escrow Period"). Provided the Escrow Agent does not receive a notice from the Purchaser within the Escrow Period indicating its dissatisfaction with the condition of the Purchased Assets, then the Escrow Agent shall automatically release the funds then held in escrow plus the interest accrued thereon to the Vendors upon the expiry of the Escrow Period. Upon release of the funds by the Escrow Agent, the Purchaser shall forward its payment to ZAQ representing the remainder of the sales taxes owing on such amount, namely $75,876.25. Ten (10) working days after having sent a notice to the Vendors stating that the Purchaser intends to direct the Escrow Agent to return to it from the funds held in escrow and setting out the underlying reasons for such return and to the extent that the Vendors have not corrected the situation to the satisfaction of the Purchaser acting reasonably, it is understood that the Purchaser shall have the right to send a written notice to the Escrow Agent (with a copy to the Vendors) directing the Escrow Agent to return to the Purchaser the amount necessaryfrom the funds held in escrow in order to pay:
(i) any reasonable costs to fix or reconfigure the Purchased Assets;
(ii) any overdue accounts payable of the Vendors relating to the Purchased Business which arose prior to the Effective Date; and
(iii) the cost of any equipment which the Purchaser is required to purchase should the Purchased Assets be insufficient to carry on the operations of the Purchased Business at a system operating level consistent with the system performance prior to the Closing as determined at the expiry of the Reconfiguration Period (as defined below). The parties acknowledge and agree that the Escrow Agent shall not be responsible for any loss unless its actions constitute gross negligence or an abuse of trust wilfully and intentionally committedPurchase Price.
Appears in 1 contract
Samples: Stock Purchase Agreement (Hanger Orthopedic Group Inc)
Purchase Price and Payment. (a) The aggregate purchase price to ISI for all buffycoats it purchases hereunder shall be determined pursuant to Schedule 1.3.
(b) As soon as practicable after the end of each of the first eleven months of each Year, ARC shall invoice ISI for buffycoats purchased in such month and the related shipping expenses, with the price per buffycoat determined by assuming that the Buffycoat Number for such Year will equal the Buffycoat Number for such month multiplied by 12. As soon as practicable after the end of the twelfth month of each Year, ARC shall send ISI a final invoice for such Year (the "Purchase PriceFinal Invoice") payable by the Purchaser to the Vendors for all of the Purchased Assets shall be in an amount equal to Two Million Twenty Thousand Dollars ($2,020,000), plus applicable taxes i) the number of $14,123.50 and subject to adjustment buffycoats purchased in the manner set forth below. The Purchase Price shall be paid such Year multiplied by the Purchaser to price per buffycoat less (ii) the Vendors as follows:
(a) a certified cheque payable to the Vendors in an aggregate amount of $1,248,299.40,
the previous eleven invoices for such Year (bexcluding shipping expenses) a certified cheque payable to plus (iii) the Caisse Populaire Xxxxxxxxxx de la Maison de Radio-Canada shipping expenses incurred in an amount of $443,604.87;such month.
(c) a certified cheque payable For invoices relating to Xxxxx Xxxxxxx Inc. the first Year, ISI shall pay (i) * % of each invoiced amount in an cash within 30 days from the date of such invoice and (ii) the remaining * % of each invoiced amount of $242,219.18;(the "Unpaid Amount") as set forth in Sections 1.3(m) and (n).
(d) If ISI gives ARC, or ARC gives ISI, not later than April 1, 1998 (the "First Anniversary Date"), a certified cheque payable notice (the "Equity Election") that it elects to Spiegel Xxxxxx in trust in the amount of $100,000 in order have this sentence apply to cover certain liabilities which will be assumed by the Purchaser which amount should be held in trust until receipt of a joint notice from the Vendors and the Purchaser indicating how to release such funds. The Vendors shall remain responsible for and shall pay in a timely manner those accounts payable and liabilities of the Vendors and certain other liabilities related to the Employees, to the extent not being paid by the Purchaser in accordance with other provisions of this Agreement, which are set forth on Schedule 3.3, in the respective amounts sets forth on such Schedule; The Purchase Price shall be increased by an amount of Five Hundred Five Thousand Dollars ($505,000) plus applicable taxes less the amounts required, if any, to fix or reconfigure the Purchased Assets, any overdue accounts payable of the Vendors invoices relating to the Purchased Business which arose prior second Year, then for invoices relating to the Effective Datesecond Year, ISI shall pay (i) * % of each invoiced amount in cash within 30 days from the date of such invoice and (ii) the cost Unpaid Amount as set forth in Sections 1.3(m) and (n). If the Equity Election is not made, for invoices relating to the second Year, ISI shall pay 100% of any equipment which each invoiced amount in cash within 30 days from the Purchaser is required to purchase should date of such invoice.
(e) If the Purchased Assets be insufficient to carry Market Price on the operations of the Purchased Business at a system operating level consistent with the system performance prior to the Closing First Anniversary Date (the "IncreaseFirst Anniversary Price"). To secure ) exceeds the Purchaser's potential obligation to pay such additional amount, Market Price on the full amount of the Increase shall be deposited on Closing in trust with Spiegel Xxxxxx date this Agreement is executed (the "Escrow AgentOpening Price"), ISI will issue to ARC, as soon as practicable after the First Anniversary Date, a number of shares (the "First Shares") to be held in an interest bearing account until the earlier of common stock, par value $.01 per share (i) sixty days following the Closing, namely January 27, 2003; or (ii) upon receipt of a written notice that Purchaser is satisfied with the condition and functionality of the Purchased Assets; (such period herein referred to as the "Escrow PeriodCommon Stock"). Provided the Escrow Agent does not receive a notice from the Purchaser within the Escrow Period indicating its dissatisfaction with the condition , of the Purchased AssetsISI calculated as follows: [(First Anniversary Price - Opening Price) x Formula Share Number] , then the Escrow Agent shall automatically release the funds then held in escrow plus the interest accrued thereon to the Vendors upon the expiry of the Escrow Period. Upon release of the funds by the Escrow Agent, the Purchaser shall forward its payment to ZAQ representing the remainder of the sales taxes owing on such amount, namely $75,876.25. Ten (10) working days after having sent a notice to the Vendors stating that the Purchaser intends to direct the Escrow Agent to return to it from the funds held in escrow and setting out the underlying reasons for such return and to the extent that the Vendors have not corrected the situation to the satisfaction of the Purchaser acting reasonably, it is understood that the Purchaser shall have the right to send a written notice to the Escrow Agent (with a copy to the Vendors) directing the Escrow Agent to return to the Purchaser the amount necessaryfrom the funds held in escrow in order to pay:
(i) any reasonable costs to fix or reconfigure the Purchased Assets;
(ii) any overdue accounts payable of the Vendors relating to the Purchased Business which arose prior to the Effective Date; and
(iii) the cost of any equipment which the Purchaser is required to purchase should the Purchased Assets be insufficient to carry on the operations of the Purchased Business at a system operating level consistent with the system performance prior to the Closing as determined at the expiry of the Reconfiguration Period (as defined below). The parties acknowledge and agree that the Escrow Agent shall not be responsible for any loss unless its actions constitute gross negligence or an abuse of trust wilfully and intentionally committed.First
Appears in 1 contract
Samples: Agreement (Interferon Sciences Inc)
Purchase Price and Payment. The aggregate total purchase price to be paid to the Sellers by Buyer for the Equity Interests shall be US$30,000,000, subject to the provisions of Section 2.4, below, minus the Transaction Expenses and the Closing Indebtedness (the "“Purchase Price") payable by ”). At the Purchaser to the Vendors for all of the Purchased Assets shall be an amount equal to Two Million Twenty Thousand Dollars ($2,020,000)First Closing, plus applicable taxes of $14,123.50 and subject to adjustment in the manner set forth below. The Purchase Price shall be paid by the Purchaser to the Vendors as followsBuyer shall:
(a) Make a certified cheque payable payment, by wire transfer of immediately available funds, of (i) US$26,950,000, (ii) plus the First Closing Estimated NWC Surplus (if any), (iii) minus the First Closing Estimated NWC Deficit (if any), (iv) plus US$33,344.00, (v) minus the First Closing Indebtedness, and (vi) minus the Transaction Expenses (the “First Closing Cash Payment”) to the Vendors in an amount of $1,248,299.40,Sellers;
(b) Make a certified cheque payable payment, by wire transfer of immediately available funds, of the Transaction Expenses, to the Caisse Populaire Xxxxxxxxxx de la Maison de Radio-Canada Persons and in an amount of $443,604.87the amounts identified on the First Closing Payment Statement;
(c) Make a certified cheque payable payment, by wire transfer of immediately available funds, of the First Closing Indebtedness, to Xxxxx Xxxxxxx Inc. the Persons and in an amount of $242,219.18the amounts identified on the First Closing Payment Statement;
(d) a certified cheque payable Deposit the Escrow Amount with the Escrow Agent pursuant to Spiegel Xxxxxx in trust in the amount of $100,000 in order to cover certain liabilities which will be assumed by the Purchaser which amount should be held in trust until receipt of a joint notice from the Vendors and the Purchaser indicating how to release such funds. The Vendors shall remain responsible for and shall pay in a timely manner those accounts payable and liabilities of the Vendors and certain other liabilities related Section 2.3 below; and
(e) Deliver to the Employees, to the extent not being paid by the Purchaser in accordance with other provisions Sellers shares of this Agreement, which are set forth on Schedule 3.3Parent Stock having a value of US$1,500,000), in the amounts set forth next to their respective amounts sets forth on such Schedule; names in the First Closing Consideration Spreadsheet. The Purchase Price number of shares of Parent Stock shall be increased by an amount of Five Hundred Five Thousand Dollars ($505,000) plus applicable taxes less calculated and paid based upon the amounts required, if any, to fix or reconfigure the Purchased Assets, any overdue accounts payable volume weighted average price of the Vendors relating to Parent Stock during the Purchased ten trading days preceding the fourth Business which arose Day prior to the Effective DateFirst Closing. At the Second Closing, and the cost Buyer shall:
(a) make a payment, by wire transfer of any equipment which the Purchaser is required to purchase should the Purchased Assets be insufficient to carry on the operations of the Purchased Business at a system operating level consistent with the system performance prior to the Closing (the "Increase"). To secure the Purchaser's potential obligation to pay such additional amountimmediately available funds, the full amount of the Increase shall be deposited on Closing in trust with Spiegel Xxxxxx (the "Escrow Agent") to be held in an interest bearing account until the earlier of (i) sixty days following US$50,000) to the ClosingSellers, namely January 27, 2003; or (ii) upon receipt of a written notice that Purchaser is satisfied with the condition and functionality of the Purchased Assets; (such period herein referred to as the "Escrow Period"). Provided the Escrow Agent does not receive a notice from the Purchaser within the Escrow Period indicating its dissatisfaction with the condition of the Purchased Assets, then the Escrow Agent shall automatically release the funds then held in escrow plus the interest accrued thereon Second Closing Estimated NWC Surplus (if any), (iii) minus the Second Closing Estimated NWC Deficit (if any), and (iv) minus the Second Closing Indebtedness (the “Second Closing Cash Payment”) to the Vendors upon the expiry of the Escrow Period. Upon release of the funds by the Escrow Agent, the Purchaser shall forward its payment to ZAQ representing the remainder of the sales taxes owing on such amount, namely $75,876.25. Ten (10) working days after having sent a notice to the Vendors stating that the Purchaser intends to direct the Escrow Agent to return to it from the funds held in escrow and setting out the underlying reasons for such return and to the extent that the Vendors have not corrected the situation to the satisfaction of the Purchaser acting reasonably, it is understood that the Purchaser shall have the right to send a written notice to the Escrow Agent (with a copy to the Vendors) directing the Escrow Agent to return to the Purchaser the amount necessaryfrom the funds held in escrow in order to pay:
(i) any reasonable costs to fix or reconfigure the Purchased Assets;
(ii) any overdue accounts payable of the Vendors relating to the Purchased Business which arose prior to the Effective DateSellers; and
(iiib) Make a payment, by wire transfer of immediately available funds, of the cost of any equipment which Second Closing Indebtedness, to the Purchaser is required to purchase should Persons and in the Purchased Assets be insufficient to carry amounts identified on the operations of the Purchased Business at a system operating level consistent with the system performance prior to the Second Closing as determined at the expiry of the Reconfiguration Period (as defined below). The parties acknowledge and agree that the Escrow Agent shall not be responsible for any loss unless its actions constitute gross negligence or an abuse of trust wilfully and intentionally committedPayment Statement.
Appears in 1 contract
Samples: Stock Purchase and Sale Agreement (Fusion Telecommunications International Inc)
Purchase Price and Payment. The aggregate purchase price (In consideration for the "Purchase Price") payable by the sale, transfer, assignment, conveyance and delivery to Purchaser to the Vendors for all of the Purchased Assets shall be an amount equal to Two Million Twenty Thousand Dollars ($2,020,000)free and clear of any and all Liens except for Permitted Liens) being purchased by Purchaser hereunder and the representations and warranties and covenants and agreements of Seller set forth herein, plus applicable taxes of $14,123.50 and upon the terms and subject to adjustment in the manner conditions contained herein, at Closing, Purchaser shall pay to Seller, as set forth below, the amount of $3,200,000 plus or minus the amount of prorated payments at Closing as set forth on Schedule 2.1.1 of this Agreement (the “Purchase Price”). The At Closing, the Purchase Price shall be paid payable by the Purchaser to the Vendors Seller as follows:
(a) a certified cheque payable 2.1.1 A cash payment in immediately available funds by wire transfer to the Vendors account of Seller designated in an amount writing of $1,248,299.40,
800,000 less the Deposit under Section 2.2 (bwhich shall be applied against the Purchase Price and credited to Purchaser at Closing) a certified cheque payable to and plus or minus the Caisse Populaire Xxxxxxxxxx de la Maison de Radio-Canada in an amount of $443,604.87;
(c) a certified cheque payable to Xxxxx Xxxxxxx Inc. in an amount of $242,219.18;
(d) a certified cheque payable to Spiegel Xxxxxx in trust in net amounts owing for the amount of $100,000 in order to cover certain liabilities which will be assumed by the Purchaser which amount should be held in trust until receipt of a joint notice from the Vendors and the Purchaser indicating how to release such funds. The Vendors shall remain responsible for and shall pay in a timely manner those accounts payable and liabilities of the Vendors and certain other liabilities related to the Employees, to the extent not being paid by the Purchaser in accordance with other provisions of this Agreement, which are prorated payments at Closing as set forth on Schedule 3.32.1.1 and as contemplated by Section 2.5 of this Agreement (the “Cash Payment”); plus
2.1.2 $2,400,000 to be evidenced by and paid in accordance with a promissory note issued by Purchaser in favor of Seller bearing simple interest at 6.0% per annum (the “Promissory Note”), in the respective amounts sets forth on such Schedule; The Purchase Price form annexed hereto as Exhibit A, which principal amount, plus accrued interest, shall be increased by an amount of Five Hundred Five Thousand Dollars ($505,000) plus applicable taxes less payable in monthly installments amortized in accordance with the amounts requiredPromissory Note, if any, with each installment payment to fix or reconfigure the Purchased Assets, any overdue accounts payable of the Vendors relating to the Purchased Business which arose prior to the Effective Date, and the cost of any equipment which the Purchaser is required to purchase should the Purchased Assets be insufficient to carry made on the operations first day of the Purchased Business at a system operating level consistent with the system performance prior to each month following the Closing payable in immediately available funds by wire transfer to an account designated in writing by Seller. The obligations of Purchaser under the Promissory Note shall be secured by: (A) a guarantee of Xxxxx X. Xxxxxx, as evidenced by a guarantee in the form annexed hereto as Exhibit B (the "Increase"“Guarantee”). To secure the Purchaser's potential obligation to pay such additional amount, the full amount of the Increase shall be deposited on Closing (B) a first lien and security interest in trust with Spiegel Xxxxxx (the "Escrow Agent") to be held in an interest bearing account until the earlier of (i) sixty days following the Closing, namely January 27, 2003; or (ii) upon receipt of a written notice that Purchaser is satisfied with the condition and functionality of the Purchased Assets; (such period herein referred to as the "Escrow Period"). Provided the Escrow Agent does not receive a notice from the Purchaser within the Escrow Period indicating its dissatisfaction with the condition all of the Purchased Assets, then as evidenced by a security agreement in the Escrow Agent shall automatically release form annexed hereto as Exhibit C (the funds then held in escrow plus the interest accrued thereon to the Vendors upon the expiry “Security Agreement”), and (C) a pledge of 80% of the Escrow Period. Upon release issued and outstanding membership interests in Purchaser, which membership interests are owned by Xxxxx Xxxxxx, Xxxxxx Xxxxxx and Xxxxxx Holdings LLC, in favor of Seller, as evidenced by a pledge agreement in the funds by form annexed hereto as Exhibit D (the Escrow Agent, the Purchaser shall forward its payment to ZAQ representing the remainder of the sales taxes owing on such amount, namely $75,876.25. Ten “Pledge Agreement”) and (10D) working days after having sent a notice to the Vendors stating that the Purchaser intends to direct the Escrow Agent to return to it from the funds held in escrow and setting out the underlying reasons for such return and to the extent that the Vendors have not corrected the situation to the satisfaction of the Purchaser acting reasonably, it is understood that the Purchaser shall have the right to send a written notice to the Escrow Agent (with a copy to the Vendors) directing the Escrow Agent to return to the Purchaser the amount necessaryfrom the funds held in escrow in order to pay:
(i) any reasonable costs to fix or reconfigure the Purchased Assets;
(ii) any overdue accounts payable of the Vendors relating to the Purchased Business which arose prior to the Effective Date; and
(iii) the cost of any equipment which the Purchaser is required to purchase should the Purchased Assets be insufficient to carry on the operations of the Purchased Business at a system operating level consistent with the system performance prior to the Closing as determined at the expiry of the Reconfiguration Period (as defined below). The parties acknowledge and agree that the Escrow Agent shall not be responsible for any loss unless its actions constitute gross negligence or an abuse deed of trust wilfully granting Seller a security interest in the Parking Facility and intentionally committedin the leasehold interest in the real property demised under the Lease, in form and substance reasonably acceptable to Seller (the “Deed of Trust”).
Appears in 1 contract
Samples: Asset Purchase Agreement (Nevada Gold & Casinos Inc)
Purchase Price and Payment. 3.1 The aggregate purchase price payable to Seller for the Property is Thirteen Million Eight Hundred Fifty Thousand and 00/100 DOLLARS ($13,850,000.00) (the "“Purchase Price") payable by the Purchaser to the Vendors for all of the Purchased Assets shall be an amount equal to Two Million Twenty Thousand Dollars ($2,020,000”), plus applicable taxes of $14,123.50 and subject to adjustment such apportionments, adjustments and credits as are provided in the manner set forth below. Sections 7, 10, and12 hereof.
3.2 The Purchase Price shall be paid by the Purchaser to the Vendors payable as follows:
(a) Five Hundred Thousand and 00/100 DOLLARS ($500,000.00) (such principal amount being the “Downpayment”) upon the signing of this Agreement, by bank check drawn on a certified cheque member bank of the New York Clearinghouse Association, payable to Campolo, Middleton & XxXxxxxxx, LLP AS ATTORNEY (“Escrow Agent”), subject to collection. The Downpayment shall be held by Escrow Agent and disbursed in accordance with the Vendors terms and conditions of this Agreement. The Downpayment shall be held by Escrow Agent in an amount a NON-INTEREST bearing account and disbursed in accordance with the terms and conditions of $1,248,299.40,this Agreement.
(b) a certified cheque payable to the Caisse Populaire Xxxxxxxxxx de la Maison de Radio-Canada in an amount of $443,604.87;
(c) a certified cheque payable to Xxxxx Xxxxxxx Inc. in an amount of $242,219.18;
(d) a certified cheque payable to Spiegel Xxxxxx in trust in the amount of $100,000 in order to cover certain liabilities which will be assumed by the Purchaser which amount should be held in trust until receipt of a joint notice from the Vendors and the Purchaser indicating how to release such funds. The Vendors shall remain responsible for and shall pay in a timely manner those accounts payable and liabilities balance of the Vendors and certain other liabilities related to the Employees, to the extent not being paid by the Purchaser in accordance with other provisions of this Agreement, which are set forth on Schedule 3.3, in the respective amounts sets forth on such Schedule; The Purchase Price shall be increased paid to Seller on the Closing Date, in accordance with Section 3.2 hereof, subject to the apportionments, adjustments and credits referenced in Section 3.2 above, simultaneously with the delivery of the Deed by one or more of the following methods: certified check(s), official bank tellers check(s), federal funds wire transfer of immediately available funds to an account at such bank or banks as shall be designated by Seller, except that uncertified checks of Purchaser payable to the order of Seller up to the amount of Five Hundred Five Thousand Dollars ten thousand ($505,00010,000.00) plus applicable taxes less dollars in the amounts requiredaggregate shall be acceptable for sums payable at Closing .
3.3 Subject to Section 24, if any, whenever in this Agreement Purchaser is entitled to fix or reconfigure the Purchased Assets, any overdue accounts payable a return of the Vendors relating Downpayment, Purchaser shall be entitled to the Purchased Business which arose prior return of the Downpayment actually being held by Escrow Agent pursuant to this Agreement. Subject to Section 24, whenever in this Agreement Seller is entitled to retain the Downpayment, Seller shall be entitled to the Effective Date, and the cost of any equipment which the Purchaser is required to purchase should the Purchased Assets be insufficient to carry on the operations of the Purchased Business at a system operating level consistent with the system performance prior to the Closing (the "Increase"). To secure the Purchaser's potential obligation to pay such additional amount, the full amount of the Increase shall be deposited on Closing in trust with Spiegel Xxxxxx (the "Escrow Agent") to be Downpayment actually being held in an interest bearing account until the earlier of (i) sixty days following the Closing, namely January 27, 2003; or (ii) upon receipt of a written notice that Purchaser is satisfied with the condition and functionality of the Purchased Assets; (such period herein referred to as the "Escrow Period"). Provided the by Escrow Agent does not receive a notice from the Purchaser within the Escrow Period indicating its dissatisfaction with the condition of the Purchased Assets, then the Escrow Agent shall automatically release the funds then held in escrow plus the interest accrued thereon pursuant to the Vendors upon the expiry of the Escrow Period. Upon release of the funds by the Escrow Agent, the Purchaser shall forward its payment to ZAQ representing the remainder of the sales taxes owing on such amount, namely $75,876.25. Ten (10) working days after having sent a notice to the Vendors stating that the Purchaser intends to direct the Escrow Agent to return to it from the funds held in escrow and setting out the underlying reasons for such return and to the extent that the Vendors have not corrected the situation to the satisfaction of the Purchaser acting reasonably, it is understood that the Purchaser shall have the right to send a written notice to the Escrow Agent (with a copy to the Vendors) directing the Escrow Agent to return to the Purchaser the amount necessaryfrom the funds held in escrow in order to pay:
(i) any reasonable costs to fix or reconfigure the Purchased Assets;
(ii) any overdue accounts payable of the Vendors relating to the Purchased Business which arose prior to the Effective Date; and
(iii) the cost of any equipment which the Purchaser is required to purchase should the Purchased Assets be insufficient to carry on the operations of the Purchased Business at a system operating level consistent with the system performance prior to the Closing as determined at the expiry of the Reconfiguration Period (as defined below). The parties acknowledge and agree that the Escrow Agent shall not be responsible for any loss unless its actions constitute gross negligence or an abuse of trust wilfully and intentionally committedthis Agreement.
Appears in 1 contract
Purchase Price and Payment. The aggregate 2.1 In full consideration for the purchase by the Purchaser of the Purchased Shares, the purchase price (the "Purchase Price") payable by the Purchaser to the Vendors for all of the Purchased Assets shall be an the amount equal to Two Million Twenty Thousand Dollars ($2,020,000), plus applicable taxes of $14,123.50 and subject to adjustment in the manner set forth below. The Purchase Price in Section 2.2 hereof and shall be paid by the Purchaser to the Vendors Shareholders at the times set forth therein.
2.2 The consideration for the Purchased Shares shall be the aggregate sum of two hundred and fifty thousand U.S. dollars (US$250,000) (the "Cash Consideration") together with the issue by the Purchaser to the Shareholders of a total of four million (4,000,000) common shares in the capital of the Purchaser (the "Share Consideration").
2.3 On the Completion Date, the Purchase Price shall be paid and satisfied as follows:
(a) a the Cash Consideration by way of immediately available certified cheque payable funds in the amount of two hundred and fifty thousand U.S. dollars (US$250,000), shall be paid to Lithgow Pepper & Eldridxx (xxx "Shareholders' Solicitors") by electronic transmission of funds to the Vendors Shareholders' Solicitors Clients' Account at National Westminster Bank Plc, Regents Street Branch, Sort Code 56 00 27, Account Number 24428000, xxx allocated among the Shareholders in an amount the manner set forth on Schedule "B" hereto; the receipt of $1,248,299.40,such funds by the Shareholders' Solicitors shall be sufficient discharge of the Purchaser's obligations to the Shareholders under this Section 2.3(a);
(b) a certified cheque payable to the Caisse Populaire Xxxxxxxxxx de la Maison de Radio-Canada in an amount of $443,604.87;Share Consideration by way of
(ci) a certified cheque payable share certificates representing ninety percent (90%) of each Shareholder's respective Share Consideration shall be released to Xxxxx Xxxxxxx Inc. in an amount of $242,219.18;
(d) a certified cheque payable to Spiegel Xxxxxx in trust each such Shareholder, as allocated among the Shareholders in the amount of $100,000 in order to cover certain liabilities which will be assumed by the Purchaser which amount should be held in trust until receipt of a joint notice from the Vendors and the Purchaser indicating how to release such funds. The Vendors shall remain responsible for and shall pay in a timely manner those accounts payable and liabilities of the Vendors and certain other liabilities related to the Employees, to the extent not being paid by the Purchaser in accordance with other provisions of this Agreement, which are set forth on Schedule 3.3, in the respective amounts sets forth on such Schedule; The Purchase Price shall be increased by an amount of Five Hundred Five Thousand Dollars ($505,000) plus applicable taxes less the amounts required, if any, to fix or reconfigure the Purchased Assets, any overdue accounts payable of the Vendors relating to the Purchased Business which arose prior to the Effective Date, and the cost of any equipment which the Purchaser is required to purchase should the Purchased Assets be insufficient to carry "B" hereto on the operations of the Purchased Business at a system operating level consistent with the system performance prior to the Closing (the "Increase"). To secure the Purchaser's potential obligation to pay such additional amount, the full amount of the Increase shall be deposited on Closing in trust with Spiegel Xxxxxx (the "Escrow Agent") to be held in an interest bearing account until the earlier of (i) sixty days following the Closing, namely January 27, 2003; or (ii) upon receipt of a written notice that Purchaser is satisfied with the condition and functionality of the Purchased Assets; (such period herein referred to as the "Escrow Period"). Provided the Escrow Agent does not receive a notice from the Purchaser within the Escrow Period indicating its dissatisfaction with the condition of the Purchased Assets, then the Escrow Agent shall automatically release the funds then held in escrow plus the interest accrued thereon to the Vendors upon the expiry of the Escrow Period. Upon release of the funds by the Escrow Agent, the Purchaser shall forward its payment to ZAQ representing the remainder of the sales taxes owing on such amount, namely $75,876.25. Ten (10) working days after having sent a notice to the Vendors stating that the Purchaser intends to direct the Escrow Agent to return to it from the funds held in escrow and setting out the underlying reasons for such return and to the extent that the Vendors have not corrected the situation to the satisfaction of the Purchaser acting reasonably, it is understood that the Purchaser shall have the right to send a written notice to the Escrow Agent (with a copy to the Vendors) directing the Escrow Agent to return to the Purchaser the amount necessaryfrom the funds held in escrow in order to pay:
(i) any reasonable costs to fix or reconfigure the Purchased AssetsCompletion Date;
(ii) share certificates representing ten percent (10%) of each Shareholder's respective Share Consideration (collectively, the "Escrow Shares"), as allocated among the Shareholders in the manner set forth on Schedule "B" hereto, shall be held pursuant to the provisions of an escrow agreement to be entered into by and among the Purchaser and the Shareholders substantially in the form attached at Schedule C hereto (the "Escrow Agreement"), pursuant to which Escrow Agreement, any overdue accounts payable remaining Escrow Shares on the first anniversary of the Vendors relating Completion Date after any transfers made pursuant to the Purchased Business Escrow Agreement, shall be released to each Shareholder in the same proportions to which arose prior they originally contributed to the Effective Date; andEscrow Shares at such date;
(iii) 2.4 The Cash Consideration and the cost of any equipment which Share Consideration shall be allocated as between the Purchaser is required to purchase should Communications Shares and the Purchased Assets be insufficient to carry Promotions Shares in the manner set forth on the operations of the Purchased Business at a system operating level consistent with the system performance prior to the Closing as determined at the expiry of the Reconfiguration Period (as defined below). The parties acknowledge and agree that the Escrow Agent shall not be responsible for any loss unless its actions constitute gross negligence or an abuse of trust wilfully and intentionally committedSchedule "B" hereto.
Appears in 1 contract
Samples: Share Purchase Agreement (Zim Corp)
Purchase Price and Payment. The (a) Subject to adjustment as provided in Section 8.5, the aggregate purchase price (for the "Purchase Price") payable by the Purchaser to the Vendors for all of the Purchased Assets shall be an amount TMBC Shares is equal to Two Million Twenty Thousand Dollars ($2,020,000), i) the product of 11 times 1996 Cash Flow; plus applicable taxes of $14,123.50 and subject to adjustment in (ii) the manner set forth below. The Acquisition Purchase Price shall be paid by the Purchaser Companies prior to the Vendors Closing; plus (iii) the lesser of $1,200,000 or the sum of (A) one-half of the Finova Prepayment Penalty and (B) the Other Acquisition Costs; plus (iv) the amount by which the Bond Payoff Amount exceeds $37,221,000; minus (v) $1,000,000; minus (vi) the aggregate amount of Indebtedness for Borrowed Money of the Companies and the Subsidiary Partnerships as of the Effective Time on the Closing Date which is not satisfied and paid off as of the Closing.
(b) At the Closing, the Purchaser shall deposit in immediately available funds the cash portion of the aggregate purchase price net of (i) the Non-Refundable Payment and (ii) the Escrow Deposit, only if it has been delivered to the Sellers pursuant to Section 9.3, into an attorney escrow account maintained by Pietragallo, Bosixx xxx Gordxx, Xxllers' counsel, and shall deliver the non-cash portion of the aggregate purchase price, if any, pursuant to the Bond Payoff Agreement to Pietragallo, Bosixx xxx Gordxx. Xxmediately thereafter, the Sellers shall commence and consummate the Reorganization, the Sellers and the Purchaser shall make the deliveries set forth in Section 9.2 and the purchase price shall be distributed on behalf of the Purchaser with respect to subparagraphs (ii) and (v) and the Sellers as follows:
(a) a certified cheque payable to the Vendors in an amount of $1,248,299.40,
(b) a certified cheque payable to the Caisse Populaire Xxxxxxxxxx de la Maison de Radio-Canada in an amount of $443,604.87;
(c) a certified cheque payable to Xxxxx Xxxxxxx Inc. in an amount of $242,219.18;
(d) a certified cheque payable to Spiegel Xxxxxx in trust in the amount of $100,000 in order to cover certain liabilities which will be assumed by the Purchaser which amount should be held in trust until receipt of a joint notice from the Vendors and the Purchaser indicating how to release such funds. The Vendors shall remain responsible for and shall pay in a timely manner those accounts payable and liabilities of the Vendors and certain other liabilities related to the Employees, to the extent not being paid by the Purchaser in accordance with other provisions of this Agreement, which are set forth on Schedule 3.3, in the respective amounts sets forth on such Schedule; The Purchase Price shall be increased by an amount of Five Hundred Five Thousand Dollars ($505,000) plus applicable taxes less the amounts required, if any, to fix or reconfigure the Purchased Assets, any overdue accounts payable of the Vendors relating to the Purchased Business which arose prior to the Effective Date, and the cost of any equipment which the Purchaser is required to purchase should the Purchased Assets be insufficient to carry on the operations of the Purchased Business at a system operating level consistent with the system performance prior to the Closing (the "Increase"). To secure the Purchaser's potential obligation to pay such additional amount, the full amount of the Increase shall be deposited on Closing in trust with Spiegel Xxxxxx (the "Escrow Agent") to be held in an interest bearing account until the earlier of (i) sixty days following the Closing, namely January 27, 2003; or (ii) upon receipt of a written notice that Purchaser is satisfied with the condition and functionality of the Purchased Assets; (such period herein referred Finova Payoff Amount to as the "Escrow Period"). Provided the Escrow Agent does not receive a notice from the Purchaser within the Escrow Period indicating its dissatisfaction with the condition of the Purchased Assets, then the Escrow Agent shall automatically release the funds then held in escrow plus the interest accrued thereon to the Vendors upon the expiry of the Escrow Period. Upon release of the funds by the Escrow Agent, the Purchaser shall forward its payment to ZAQ representing the remainder of the sales taxes owing on such amount, namely $75,876.25. Ten (10) working days after having sent a notice to the Vendors stating that the Purchaser intends to direct the Escrow Agent to return to it from the funds held in escrow and setting out the underlying reasons for such return and to the extent that the Vendors have not corrected the situation to the satisfaction of the Purchaser acting reasonably, it is understood that the Purchaser shall have the right to send a written notice to the Escrow Agent (with a copy to the Vendors) directing the Escrow Agent to return to the Purchaser the amount necessaryfrom the funds held in escrow in order to pay:
(i) any reasonable costs to fix or reconfigure the Purchased AssetsFinova;
(ii) any overdue accounts payable the Bond Payoff Amount to the holders of the Vendors relating to Bonds and the Purchased Business which arose prior to the Effective Date; andWarrants;
(iii) the cost of any equipment which aggregate amount due the Purchaser is required to purchase should the Purchased Assets be insufficient to carry on the operations Option Holders in respect of the Purchased Business at a system operating level consistent with the system performance prior Options;
(iv) to the Closing as determined at extent not already paid off and satisfied, the expiry aggregate amount due the holders of the Reconfiguration Period Centre Pledge in respect thereof;
(v) the aggregate amount of Indebtedness for Borrowed Money of the Companies and the Subsidiary Partnerships which is to be satisfied and paid off as defined below). The parties acknowledge and agree that of the Escrow Agent shall not be responsible Closing to the obligees on such Indebtedness for any loss unless its actions constitute gross negligence or an abuse of trust wilfully and intentionally committed.Borrowed Money; and
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Purchase Price and Payment. The aggregate purchase price (the "“Purchase Price"”) payable by the Purchaser to the Vendors for all of the Purchased Assets shall be an amount equal to Two Million Twenty Thousand Dollars ($2,020,000), plus applicable taxes of $14,123.50 and subject to adjustment in the manner set forth below. The Purchase Price shall be paid by the Purchaser to the Vendors as follows:
(a) a certified cheque payable to the Vendors in an amount of $1,248,299.40,
(b) a certified cheque payable to the Caisse Populaire Xxxxxxxxxx de la Maison de Radio-Canada in an amount of $443,604.87;
(c) a certified cheque payable to Xxxxx Xxxxxxx Inc. in an amount of $242,219.18;
(d) a certified cheque payable to Spiegel Xxxxxx in trust in the amount of $100,000 in order to cover certain liabilities which will be assumed by the Purchaser which amount should be held in trust until receipt of a joint notice from the Vendors and the Purchaser indicating how to release such funds. The Vendors shall remain responsible for and shall pay in a timely manner those accounts payable and liabilities of the Vendors and certain other liabilities related to the Employees, to the extent not being paid by the Purchaser in accordance with other provisions of this Agreement, which are set forth on Schedule 3.3, in the respective amounts sets forth on such Schedule; The Purchase Price shall be increased by an amount of Five Hundred Five Thousand Dollars ($505,000) plus applicable taxes less the amounts required, if any, to fix or reconfigure the Purchased Assets, any overdue accounts payable of the Vendors relating to the Purchased Business which arose prior to the Effective Date, and the cost of any equipment which the Purchaser is required to purchase should the Purchased Assets be insufficient to carry on the operations of the Purchased Business at a system operating level consistent with the system performance prior to the Closing (the "“Increase"”). To secure the Purchaser's ’s potential obligation to pay such additional amount, the full amount of the Increase shall be deposited on Closing in trust with Spiegel Xxxxxx (the "“Escrow Agent"”) to be held in an interest bearing account until the earlier of (i) sixty days following the Closing, namely January 27, 2003; or (ii) upon receipt of a written notice that Purchaser is satisfied with the condition and functionality of the Purchased Assets; (such period herein referred to as the "“Escrow Period"”). Provided the Escrow Agent does not receive a notice from the Purchaser within the Escrow Period indicating its dissatisfaction with the condition of the Purchased Assets, then the Escrow Agent shall automatically release the funds then held in escrow plus the interest accrued thereon to the Vendors upon the expiry of the Escrow Period. Upon release of the funds by the Escrow Agent, the Purchaser shall forward its payment to ZAQ representing the remainder of the sales taxes owing on such amount, namely $75,876.25. Ten (10) working days after having sent a notice to the Vendors stating that the Purchaser intends to direct the Escrow Agent to return to it from the funds held in escrow and setting out the underlying reasons for such return and to the extent that the Vendors have not corrected the situation to the satisfaction of the Purchaser acting reasonably, it is understood that the Purchaser shall have the right to send a written notice to the Escrow Agent (with a copy to the Vendors) directing the Escrow Agent to return to the Purchaser the amount necessaryfrom the funds held in escrow in order to pay:
(i) any reasonable costs to fix or reconfigure the Purchased Assets;
(ii) any overdue accounts payable of the Vendors relating to the Purchased Business which arose prior to the Effective Date; and
(iii) the cost of any equipment which the Purchaser is required to purchase should the Purchased Assets be insufficient to carry on the operations of the Purchased Business at a system operating level consistent with the system performance prior to the Closing as determined at the expiry of the Reconfiguration Period (as defined below). The parties acknowledge and agree that the Escrow Agent shall not be responsible for any loss unless its actions constitute gross negligence or an abuse of trust wilfully and intentionally committed.
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Purchase Price and Payment. The In consideration of the sale of the Shares to Buyer, Buyer shall pay to Sellers an aggregate purchase price of $8,598,000, subject to the adjustments described herein (the "Purchase Price") payable by the Purchaser to the Vendors for all of the Purchased Assets shall be an amount equal to Two Million Twenty Thousand Dollars ($2,020,000), plus applicable taxes of $14,123.50 and subject to adjustment in the manner set forth below. The Purchase Price shall be paid by the Purchaser to the Vendors as follows:
(a) a certified cheque payable Buyer shall pay to Sellers at or prior to the Vendors in an Closing $5,330,000, subject to the adjustments shown on Annex I and less the amount of $1,248,299.40,any advance payments made pursuant to Section 1.4 or otherwise, in immediately available funds by confirmed wire transfer to a bank account to be designated by Sellers.
(b) a certified cheque Buyer shall deliver to Sellers at the Closing one or more promissory notes of Buyer, dated the Closing Date, payable to the Caisse Populaire Xxxxxxxxxx de la Maison de Radio-Canada order of Sellers (or a payment agent designated by Sellers pursuant to Section 1.6) in an the original principal amount of $443,604.87;931,000 (the "Negotiable Note") in the form attached as EXHIBIT A. The principal of the Negotiable Note shall be paid on the first anniversary of the Closing Date (or, if such date is not a business day in the United States, on the following business day). The unpaid principal of the Note shall bear interest at the rate of 2.4% per quarter, and interest accruing on the Note shall be payable quarterly beginning three months after the Closing Date until all of the principal and all of the accrued interest on the Negotiable Note have been paid. The Negotiable Note shall be negotiable, shall represent an unsecured, general obligation of Buyer and shall be guaranteed by Empresas La Moderna, S.A. de C. V., a corporation organized under the laws of the United Mexican States ("ELM"), pursuant to a guaranty substantially in the form attached as Exhibit C (the "ELM Guaranty").
(c) a certified cheque Buyer shall deliver to Sellers at the Closing one or more promissory notes of Buyer, dated the Closing Date, payable to Xxxxx Xxxxxxx Inc. the order of Sellers (or a payment agent designated by Sellers pursuant to Section 1.6) in an the original principal amount of $242,219.18;
2,337,000 (dthe "Non-negotiable Note") a certified cheque payable to Spiegel Xxxxxx in trust in the amount of $100,000 form attached as Exhibit B. Except as otherwise provided in order to cover certain liabilities which will be assumed by the Purchaser which amount should be held in trust until receipt of a joint notice from the Vendors and the Purchaser indicating how to release such funds. The Vendors shall remain responsible for and shall pay in a timely manner those accounts payable and liabilities of the Vendors and certain other liabilities related to the Employees, to the extent not being paid by the Purchaser in accordance with other provisions of this Agreement, which are set forth the principal of the Non-negotiable Note shall be paid on Schedule 3.3, the third anniversary of the Closing Date (or if such date is not a business day in the respective amounts sets forth on such Schedule; The Purchase Price shall be increased by an amount of Five Hundred Five Thousand Dollars ($505,000) plus applicable taxes less the amounts requiredUnited States, if any, to fix or reconfigure the Purchased Assets, any overdue accounts payable of the Vendors relating to the Purchased Business which arose prior to the Effective Date, and the cost of any equipment which the Purchaser is required to purchase should the Purchased Assets be insufficient to carry on the operations of the Purchased Business at a system operating level consistent with the system performance prior to the Closing following business day) (the "IncreaseMaturity Date"). To secure the Purchaser's potential obligation to pay such additional amountExcept as otherwise provided in this Agreement, the full amount unpaid principal of the Increase Non-negotiable Note shall bear interest at the rate of 2.4% per quarter, and interest accruing on the Note shall be deposited on payable quarterly beginning three months after the Closing in trust with Spiegel Xxxxxx (the "Escrow Agent") to be held in an interest bearing account Date until the earlier of (i) sixty days following the Closing, namely January 27, 2003; or (ii) upon receipt of a written notice that Purchaser is satisfied with the condition and functionality all of the Purchased Assets; (such period herein referred to as the "Escrow Period"). Provided the Escrow Agent does not receive a notice from the Purchaser within the Escrow Period indicating its dissatisfaction with the condition principal and all of the Purchased Assetsaccrued interest on the Negotiable Note have been paid, then subject to any offsets provided for by the Escrow Agent terms of the Non- negotiable Note. The Non-negotiable Note shall automatically release the funds then held in escrow plus the interest accrued thereon represent a general, unsecured obligation of Buyer, shall be guaranteed by ELM pursuant to the Vendors upon the expiry of the Escrow Period. Upon release of the funds by the Escrow AgentELM Guaranty, the Purchaser and shall forward its payment to ZAQ representing the remainder of the sales taxes owing on such amount, namely $75,876.25. Ten (10) working days after having sent a notice be expressly subject to the Vendors stating that the Purchaser intends to direct the Escrow Agent to return to it from the funds held post-closing adjustments described in escrow Section 1.3 and setting out the underlying reasons Buyer's right of setoff provided for such return and to the extent that the Vendors have not corrected the situation to the satisfaction of the Purchaser acting reasonably, it is understood that the Purchaser shall have the right to send a written notice to the Escrow Agent (with a copy to the Vendors) directing the Escrow Agent to return to the Purchaser the amount necessaryfrom the funds held in escrow in order to pay:
(i) any reasonable costs to fix or reconfigure the Purchased Assets;
(ii) any overdue accounts payable of the Vendors relating to the Purchased Business which arose prior to the Effective Date; and
(iii) the cost of any equipment which the Purchaser is required to purchase should the Purchased Assets be insufficient to carry on the operations of the Purchased Business at a system operating level consistent with the system performance prior to the Closing as determined at the expiry of the Reconfiguration Period (as defined below). The parties acknowledge and agree that the Escrow Agent shall not be responsible for any loss unless its actions constitute gross negligence or an abuse of trust wilfully and intentionally committedSection 9.
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Purchase Price and Payment. The (a) Subject to the satisfaction of all of the conditions contained herein, in consideration of the sale by the Principal Stockholders to Buyer of the Shares and in reliance upon the representations and warranties of the Principal Stockholders herein contained and made at the Closing, Buyer will pay to the Principal Stockholders an aggregate purchase price of Two Million Four Hundred Seventy-seven Thousand Four Hundred Fifty-two English Pounds ((pounds) 2,477,452) as set forth in this Section 1.2 (the "Purchase Price").
(b) payable by At the Purchaser Closing, Buyer will pay to the Vendors for all Principal Stockholders an aggregate of fifty percent (50%) of the Purchased Assets shall be an Purchase Price by delivering to each Principal Stockholder the amount equal to Two Million Twenty Thousand Dollars specified opposite such Principal Stockholder's name in Exhibit A hereto by bank cashier check or by wire transfer of immediately available funds.
($2,020,000), plus applicable taxes c) The remaining fifty percent (50%) of $14,123.50 and subject to adjustment in the manner set forth below. The Purchase Price shall be paid by in equal installments over a three year period on each of the Purchaser first three anniversary dates of the Closing, subject to the Vendors as follows:
(a) a certified cheque payable to the Vendors conditions set forth in an amount of $1,248,299.40,
(b) a certified cheque payable to the Caisse Populaire Xxxxxxxxxx de la Maison de Radio-Canada in an amount of $443,604.87;
this paragraph (c) a certified cheque payable ). Such installments shall be paid pro rata to Xxxxx Xxxxxxx Inc. in an amount of $242,219.18;
each Principal Stockholder (d) a certified cheque payable to Spiegel Xxxxxx in trust in the amount of $100,000 in order to cover certain liabilities which will be assumed by the Purchaser which amount should be held in trust until receipt of a joint notice from the Vendors and the Purchaser indicating how to release such funds. The Vendors shall remain responsible for and shall pay in a timely manner those accounts payable and liabilities of the Vendors and certain other liabilities related to the Employees, to the extent not being paid by the Purchaser in accordance with other provisions his percentage ownership of this Agreementthe Company Shares) in a combination of cash and common stock of Xxxxxx X. Xxxxxx, which are set forth Inc. ("ADL"), provided that (x) such Principal Stockholder shall not have been dismissed for gross misconduct (as defined in such Principal Stockholder's employment agreement) as an employee of Buyer or another subsidiary of ADL on Schedule 3.3, in or prior to such anniversary date; (y) such Principal Stockholder shall not have voluntarily terminated his employment with Buyer or another subsidiary of ADL on or prior to such anniversary date; and (z) with respect to the respective amounts sets forth on such Schedule; The ten percent (10%) portion of the Purchase Price shall to be increased by an amount of Five Hundred Five Thousand Dollars ($505,000) plus applicable taxes less the amounts required, if any, to fix or reconfigure the Purchased Assets, any overdue accounts payable of the Vendors relating paid in ADL stock to the Purchased Business which arose prior to the Effective Date, and the cost of any equipment which the Purchaser is required to purchase should the Purchased Assets be insufficient to carry Principal Stockholders on the operations of the Purchased Business at a system operating level consistent with the system performance prior to the Closing third anniversary date (the "IncreaseContingent Stock"). To secure the Purchaser's potential obligation to pay such additional amount, the full amount conditions of the Increase shall be deposited on Closing in trust with Spiegel Xxxxxx (the "Escrow Agent") to be held in an interest bearing account until the earlier of (i) sixty days following the Closing, namely January 27, 2003; or sub-clause (ii) upon receipt of a written notice that Purchaser is satisfied with the condition and functionality of the Purchased Assets; (such period herein referred to as the "Escrow Period"). Provided the Escrow Agent does not receive a notice from the Purchaser within the Escrow Period indicating its dissatisfaction with the condition of the Purchased Assets, then the Escrow Agent below shall automatically release the funds then held in escrow plus the interest accrued thereon to the Vendors upon the expiry of the Escrow Period. Upon release of the funds by the Escrow Agent, the Purchaser shall forward its payment to ZAQ representing the remainder of the sales taxes owing be met on such amount, namely $75,876.25. Ten (10) working days after having sent a notice to the Vendors stating that the Purchaser intends to direct the Escrow Agent to return to it from the funds held in escrow and setting out the underlying reasons for such return and to the extent that the Vendors have not corrected the situation to the satisfaction of the Purchaser acting reasonably, it is understood that the Purchaser shall have the right to send a written notice to the Escrow Agent (with a copy to the Vendors) directing the Escrow Agent to return to the Purchaser the amount necessaryfrom the funds held in escrow in order to pay:anniversary date.
(i) For the avoidance of doubt, a Principal Stockholder shall not forfeit his right to receive any reasonable costs such installment if such Principal Stockholder's employment with Buyer or another subsidiary of ADL is terminated due to fix death or reconfigure the Purchased Assets;
(ii) any overdue accounts payable permanent disability. For purposes of the Vendors relating to the Purchased Business which arose prior to the Effective Date; and
(iii) the cost this Section 1.2(c), "permanent disability" means that such Principal Stockholder is incapable of any equipment which future continued employment with Buyer or another subsidiary of ADL, the Purchaser is required existence of such inability being determined by an independent physician agreed to purchase should the Purchased Assets be insufficient to carry on the operations of the Purchased Business at a system operating level consistent with the system performance prior to the Closing as determined at the expiry of the Reconfiguration Period (as defined below). The parties acknowledge by Buyer and agree that the Escrow Agent shall not be responsible for any loss unless its actions constitute gross negligence or an abuse of trust wilfully and intentionally committedsuch Principal Stockholder.
Appears in 1 contract
Purchase Price and Payment. The Subject to the adjustments as detailed below, if any, the aggregate purchase price consideration for the Purchased Shares shall be $6,359,000 (the "Purchase Price") payable by the Purchaser to the Vendors for all of the Purchased Assets shall be an amount equal to Two Million Twenty Thousand Dollars ($2,020,000), plus applicable taxes of $14,123.50 and subject to adjustment in the manner set forth below. The Purchase Price shall be paid subject to adjustment by an increase in the amounts (the "Adjustment Amounts") of any cash payments received after the Effective Date by either the Purchaser or the Company in respect of amounts due to the Vendors as followsCompany:
(a) a certified cheque payable to the Vendors in an amount of $1,248,299.40,
(b) a certified cheque payable to the Caisse Populaire Xxxxxxxxxx de la Maison de Radio-Canada in an amount of $443,604.87;
(c) a certified cheque payable to Xxxxx Xxxxxxx from Viva Interactive Learning Inc. in an amount of $242,219.18;
(d) a certified cheque payable to Spiegel Xxxxxx in trust in the amount of $100,000 in order to cover certain liabilities for events or services which will be assumed by the Purchaser which amount should be held in trust until receipt of a joint notice from the Vendors and the Purchaser indicating how to release such funds. The Vendors shall remain responsible for and shall pay in a timely manner those accounts payable and liabilities of the Vendors and certain other liabilities related to the Employees, to the extent not being paid by the Purchaser in accordance with other provisions of this Agreement, which are set forth on Schedule 3.3, in the respective amounts sets forth on such Schedule; The Purchase Price shall be increased by an amount of Five Hundred Five Thousand Dollars ($505,000) plus applicable taxes less the amounts required, if any, to fix or reconfigure the Purchased Assets, any overdue accounts payable of the Vendors relating to the Purchased Business which arose prior to the Effective Date, and the cost of any equipment which the Purchaser is required to purchase should the Purchased Assets be insufficient to carry on the operations of the Purchased Business at a system operating level consistent with the system performance prior to the Closing (the "Increase"). To secure the Purchaser's potential obligation to pay such additional amount, the full amount of the Increase shall be deposited on Closing in trust with Spiegel Xxxxxx (the "Escrow Agent") to be held in an interest bearing account until the earlier of (i) sixty days following the Closing, namely January 27, 2003; or (ii) upon receipt of a written notice that Purchaser is satisfied with the condition and functionality of the Purchased Assets; (such period herein referred to as the "Escrow Period"). Provided the Escrow Agent does not receive a notice from the Purchaser within the Escrow Period indicating its dissatisfaction with the condition of the Purchased Assets, then the Escrow Agent shall automatically release the funds then held in escrow plus the interest accrued thereon to the Vendors upon the expiry of the Escrow Period. Upon release of the funds by the Escrow Agent, the Purchaser shall forward its payment to ZAQ representing the remainder of the sales taxes owing on such amount, namely $75,876.25. Ten (10) working days after having sent a notice to the Vendors stating that the Purchaser intends to direct the Escrow Agent to return to it from the funds held in escrow and setting out the underlying reasons for such return and to the extent that the Vendors have not corrected the situation to the satisfaction of the Purchaser acting reasonably, it is understood that the Purchaser shall have the right to send a written notice to the Escrow Agent (with a copy to the Vendors) directing the Escrow Agent to return to the Purchaser the amount necessaryfrom the funds held in escrow in order to pay:
(i) any reasonable costs to fix or reconfigure the Purchased Assets;
(ii) any overdue accounts payable of the Vendors relating to the Purchased Business which arose were completed prior to the Effective Date; and/or
(b) in respect of any research and development tax credits earned by the Company attributable to activities taking place prior to the Effective Date (the "ITCs"). On the Closing (as hereinafter defined), the Purchase Price shall be paid and satisfied as follows:
(i) by the delivery by the Escrow Agent pursuant to the Escrow Agreement to the Vendor of a certified cheque or bank draft in the aggregate amount of $3,000,000 less $1,259,000 for liabilities payable by the Company to the Vendor (the "Intercompany Liability") as at the Effective Date (the "Closing Cash Payment");
(ii) by the delivery to the Vendor of a convertible debenture issued by the Purchaser substantially in the form attached hereto as Schedule A1 having a principal amount of $2,359,000 (the "Convertible Debenture"), which Convertible Debenture shall have a term of three (3) years from Closing, bear interest at a rate of five percent (5%) per annum payable quarterly in arrears and shall be convertible into five hundred and thirty-nine thousand, two hundred (539,200) common shares of the Purchaser (the "Consideration Shares") which shall be freely tradeable on the terms set out therein; and
(iii) by the cost delivery to the Vendor of a debenture issued by the Purchaser substantially in the form attached hereto as Schedule A2 having a principal amount of $1,000,000 (the "Debenture") which Debenture shall be payable on April 15, 2000, bear interest at a rate of five percent (5%) per annum payable quarterly in arrears. Included in the Purchase Price, upon the Closing, the Purchaser shall cause the Escrow Agent to deliver to the Vendor a certified cheque or bank draft representing the Intercompany Liability. Subsequent to the Closing, and for an indefinite period thereafter, the Purchaser shall pay, or cause the Company to pay, amounts comprising the Adjustment Amounts to the Vendor within 30 days of the receipt of same, or in the case of any equipment which ITCs, within 30 days of Revenue Canada having issued its final notice of assessment, reassessment or confirmation, as the case may be. The Purchaser is required shall be liable to purchase should account to the Purchased Assets be insufficient to carry on the operations Vendor in respect of the Purchased Business at a system operating level consistent with Adjustment Amounts upon request by the system performance prior Vendor acting reasonably. Notwithstanding any provision herein to the Closing as determined at contrary, the expiry foregoing covenants shall survive the completion of the Reconfiguration Period (as defined below)transactions contemplated hereby. The parties hereto acknowledge and agree that the Escrow Agent Vendor has operated the Company since the Effective Date on behalf of the Purchaser and shall not be responsible prepare and submit to the Purchaser by June 15, 1999 the Company's financial statements for any loss unless its actions constitute gross negligence the month of May 1999. Upon agreement by the parties hereto as to the accuracy of such financial statements, to the extent of a surplus of cash for such month, the Vendor shall remit such surplus to the Purchaser and, to the extent of a cash deficit for such month, the Purchaser shall remit such deficit to the Vendor, in either case within fifteen (15) days of the parties hereto agreeing on the amount of such surplus or an abuse deficit, as the case may be. The foregoing is in addition to the Vendor's right to withdraw the cash and cash equivalents as of trust wilfully and intentionally committedthe Effective Date.
Appears in 1 contract
