Purchase Price and Purchase Price Adjustment. Purchase Price. In consideration for the sale, assignment, transfer and delivery of the Acquired Assets by the Sellers to the Purchaser, and upon the terms and subject to the conditions contained herein, the Purchaser shall pay to the Sellers the following at the Closing, subject to increase or reduction before the Closing pursuant to Section 3.3 hereof and after the Closing pursuant to Sections 3.1 and 3.4 hereof (as so adjusted, the "Purchase Price") in the manner set forth below: Thirty-Seven Million Dollars ($37,000,000) in cash (the "Closing Cash Payment"), of which: an amount of cash (but in any event not more than Thirty-Seven Million Dollars ($37,000,000)) sufficient to fully repay all of the Indebtedness of the Sellers under the CapitalSource Facility, under any other bank or revolving credit facility and under any other arrangement pursuant to which a Lien may exist on any of the Acquired Assets shall be paid by the Purchaser on behalf of the Sellers at the Closing directly to the holders of such Indebtedness against receipt by the Sellers and the Purchaser of payoff letters duly executed by the lenders of such Indebtedness, which payoff letters shall be in customary form and shall otherwise be reasonably acceptable to the Purchaser, together with documentation reasonably acceptable to the Purchaser releasing any Liens securing such Indebtedness; an amount of cash equal to One Hundred Thousand Dollars ($100,000) (which is intended to cover the fees and expenses of the Accounting Firm contemplated under Section 3.5 hereof) shall be paid by the Purchaser to the Escrow Agent to be held as part of the Working Capital Escrow Fund under the Escrow Agreement (the "Working Capital Escrow Cash"); the remainder shall be paid by the Purchaser directly to the Sellers at the Closing by wire transfer of immediately available funds; and Twelve Million Five Hundred Thousand Dollars ($12,500,000) in shares (as such shares may be reduced pursuant to the proviso below, the "Consideration Shares") of the Lifetime's common stock, par value $0.01 per share (the "Lifetime Common Stock"), of which, subject to the proviso below: Four million Dollars ($4,000,000) shall be paid by the Purchaser by delivery to the Escrow Agent, pursuant to the Escrow Agreement to be executed and delivered pursuant to Section 3.8 hereof, of a number of shares (the "Working Capital
Purchase Price and Purchase Price Adjustment. The aggregate purchase price for the Shares (the “Final Price”) shall be the amount which results from taking EUR 12,750,000 (the “Base Purchase Price”) and:
(a) subtracting the amount of the difference between the aggregate Net Working Capital of the Companies and the Net Target Working Capital of the Companies. No adjustment shall be made should the aggregate Net Working Capital be greater than the Target Net Working Capital; and
(b) subtracting the amount of any expenses incurred by or on behalf of the Companies in relation to the transaction governed by this Agreement and the Transaction Documents including, among others, fees owed to brokers, finders, investment bankers and finance professionals. For the avoidance of doubt (i) each Party will bear its own costs in relation to the transaction governed by this Agreement and the Transaction Documents and (ii) the Companies shall incur no costs or expenses in relation to the transaction governed by this Agreement and the Transaction Documents. The Base Purchase Price shall be adjusted to determine the Final Price in accordance with Schedule 3.1. As further set out in Clause 4 below, payment of part of the Final Price is contingent upon the terms of the Earn-Out.
Purchase Price and Purchase Price Adjustment. 8 2.4 Working Capital Credits and Payment .................. 9 (a) Prorations ...................................... 9 (b) Expenses and Revenues Not Prorated .............. 9 (c) Manner of Determining Prorations and Credits .... 10
Purchase Price and Purchase Price Adjustment. (a) Subject to Sections 2.3(b) and (c) hereof, the purchase price for the Assets (the "Purchase Price") shall be Forty Million Dollars ($40,000,000), payable as follows at Closing or as otherwise provided: (i) Twenty Million Dollars ($20,000,000) in cash by wire transfer of immediately available funds, plus (ii) a fixed number of shares of PCC Common Stock (the "PCC Stock Consideration") equal to (x) Ten Million Dollars ($10,000,000) divided by (y) the arithmetic average of the closing prices per share of PCC Common Stock as reported on the
Purchase Price and Purchase Price Adjustment. (a) The purchase price for the Acquired Assets (the “Purchase Price”) shall consist of (i) the assumption of the Assumed Liabilities pursuant to Section 2.4, (ii) the Cash Consideration less the Excess Bridge Loan Amount, and (iii) the forgiveness and cancellation of the Secured Bridge Loans (excluding the Excess Bridge Loan Amount which shall be repaid in full on the Closing out of the Initial Cash Consideration) pursuant to Section 3.2(d).
(b) Seller has previously prepared and delivered to Buyer an Accounts Certificate as of August 17, 2007 (the “Initial Accounts Certificate”). Seller shall prepare and deliver to Buyer on the Closing Date an Accounts Certificate as of the Closing Date (the “Closing Accounts Certificate”). In the event that accounts payable reported in the Closing Accounts Certificate is greater than accounts payable as reported in the Initial Accounts Certificate, the Cash Consideration shall be increased by the amount of such increase in accounts payable to the extent, and only to the extent, that such increase in accounts payable is not assumed by Buyer as Realizable Inventory Purchase Commitments and is in fact matched by an equal or greater increase in accounts receivable and realizable inventory (excluding inventory acquired pursuant to Realizable Inventory Purchase Commitments) as reported in the Initial Accounts Certificate and the Closing Accounts Certificate (such adjustment, the “Purchase Price Adjustment”). No adjustment to the Cash Consideration will be made pursuant to this Section 2.6(b) with respect to accounts payable incurred by Seller after August 17, 2007 without the written approval of Buyer.
Purchase Price and Purchase Price Adjustment. (a) Purchase Price and Payment
(i) The total consideration for the Purchased Shares shall be €160,000,000 (One Hundred and Sixty Million Euros) on a Cash free and Debt free basis (the “Purchase Price”).
(ii) The Purchase Price, as adjusted pursuant to the “Closing Adjustment” set forth in Section 2.2(b)(i) below (the “Closing Date Payment Amount”) shall be paid by the Purchaser to the Vendor as follows:
(a) pursuant to the written notice by the Vendor to the Purchaser no later than three (3) Business Days prior to the Closing Date, payment as directed by the Vendor shall be made by the Purchaser: (1) on behalf of the Company on the Closing Date directly to the lenders under the Loan Agreements and the counterparty in the Factoring Agreement; and (2) on behalf of the Vendor on the Closing Date directly to Commerzbank Aktiengesellschaft; and
(b) the balance of the Purchase Price shall be paid by the Purchaser to the Vendor by wire transfer on the Closing Date in immediately available funds.
(iii) The Final Working Capital Adjustment Payment as determined pursuant to Section 2.2(b)(ii) below, shall be paid within three (3) Business Days of such determination.
Purchase Price and Purchase Price Adjustment. 6 2.4 The Post-Closing Adjustment Payments............................ 7 2.5
Purchase Price and Purchase Price Adjustment. (a) The aggregate purchase price for the Purchased Assets (the "Purchase Price") shall be equal to the sum of (i) $40,000,000, less (ii) an amount equal to the Estimated Net Book Value Adjustment, less (iii) the Contract Adjustment Amount. For purposes of this Agreement, "Estimated Net Book Value Adjustment" shall be equal to an amount equal to the Target Net Book Value (as defined below), less the Estimated Net Book Value.
(b) Not more than five (5) Business Days, but at least one (1) Business Day, prior to the Closing Date, Sellers shall in good faith cause to be prepared a balance sheet of the Business as of the Closing Date, in form and substance reasonably satisfactory to Buyer (the "Closing Date Balance Sheet"), which shall be prepared in a manner consistent with the Latest Balance Sheet and shall include a statement of the amount of Net Book Value which it estimates will exist as of the close of business on the day immediately preceding the Closing Date determined for accounting and tax purposes as if such date were the end of the fiscal year together with a representation that such amount was determined in accordance with GAAP applied on a basis consistent with past practice and with those used in preparation of the Latest Balance Sheet (the "Estimated Net Book Value"). Not more than five (5) but at least one (1) Business Day prior to the Closing Date, Buyer shall deliver to Sellers the final calculation of the Contract Adjustment Amount which shall be binding on the parties hereto.
(c) As promptly as practicable, but no later than 90 days following the last day of the month in which the Closing Date falls, Sellers will cause to be prepared and delivered to Buyer a certificate setting forth Sellers' calculation of each component of Closing Net Book Value. "Closing Net Book Value" means the Net Book Value of the Business as of the close of business on the day immediately preceding the Closing Date and will be prepared in accordance with GAAP on a basis consistent with those used in preparation of the Closing Date Balance Sheet. Sellers will make available to Buyer and its accountant all records and work papers held by them and used in preparing the calculation of Closing Net Book Value.
Purchase Price and Purchase Price Adjustment. The purchase price for the Acquired Assets is $6,000,000.00, subject to adjustment and payable in accordance with this Section 3.1 and Section 3.2 (the “Purchase Price”). At the Closing:
(a) Purchaser shall pay to USI by wire transfer of immediately available funds to a bank account designated by USI (the “Closing Date Cash Payment”), an amount equal to (i) $6,000,000.00, minus (ii) the Seller Transaction Expenses to the extent not otherwise paid by Sellers (notwithstanding Section 2.3), minus (iii) Factoring Agreement Debt to the extent not otherwise paid by Sellers (notwithstanding Section 2.3), minus (iv) the Tax Amount;
(b) Notwithstanding Section 2.3, Purchaser shall pay, from the Purchase Price and on behalf of Sellers, all Seller Transaction Expenses and Factoring Agreement Debt, to the extent not otherwise paid by Sellers, in accordance with pay-off letters in respect of such Seller Transaction Expenses and Factoring Agreement Debt; and
Purchase Price and Purchase Price Adjustment
