Purchase Price and Terms of Sale. 2.01 Cadapult does hereby agree to assume the Liabilities referenced in Subparagraphs A and B of Paragraph 1.02 hereinabove (hereinafter referred to as "Liabilities") and to purchase the Assets referenced in Subparagraphs A though J of Paragraph 1.01
Purchase Price and Terms of Sale. 4.01 Purchaser does hereby agree to assume the liabilities referenced in Subparagraphs A, B, C and D of Paragraph 3.03 hereinabove (hereinafter referred to as "Liabilities") and to purchase the Trade Secrets and Assets for the following consideration:
A. Payment of the sum of Two Million Three Hundred Forty Thousand ($2,340,000.00) Dollars due at Closing; plus,
B. Delivery of Promissory Note executed by Purchaser and guaranteed by Cadapult Graphic Systems, Inc. in the principal sum of One Million One Hundred Sixty Thousand ($1,160,000.00) Dollars, which Note shall accrue interest at the annual rate of seven (7%) percent with the full principal and accrued interest thereupon being due and payable in full on the first anniversary of the Closing. The form of the Promissory Note to be executed at Closing is annexed hereto as Exhibit L.
C. A sum equivalent to Seller's cost of the inventory of Seller delivered to Purchaser at Closing. Purchaser shall make pro rata payments to Seller based upon a sum which corresponds to that portion of the inventory sold by Purchaser after Closing for which payment has been received by Purchaser. Such periodic payments shall be made to Seller in relation to the aforesaid sale of inventory every 14 days from the date of Closing, such amounts to be calculated by Purchaser on a first in, first out basis within fourteen (14) days after the end of each fourteen (14) day period; plus,
D. The difference between all Accounts Receivable collected by Purchaser less Accounts Payable, as collected and paid, respectively. At the end of each 14 day period, Purchaser agrees to reconcile the aforesaid amounts and pay to Seller a sum equivalent to the difference between the Accounts Receivable collected and Accounts Payable paid that period, such amounts to be calculated by Purchaser on a first in, first out basis within fourteen (14) days after the end of each fourteen (14) day period; plus,
E. For a period of One (1) year from the date of Closing, payment of a sum equivalent to ten (10%) per cent of the quarterly Net Profits derived by Purchaser from the first One Million Five Hundred Thousand ($1,500,000) Dollars of Gross Profits plus Thirty (30%) per cent of the Net Profits attributable to Gross Profits in excess of One Million Five Hundred Thousand ($1,500,000) Dollars. In the event there is a Net Loss in any quarter during this one (1) year period, the amount of such loss shall be set off against the Net Profits for any subsequent quarter,...
Purchase Price and Terms of Sale. The purchase price and terms of sale for such Company Interest in all cases must be the fair market value of such Company Interest determined as described in §6.8 and §6.9 below unless otherwise agreed by the Insolvent Interest Holder (or lawful representative) and the Company.
Purchase Price and Terms of Sale. The purchase price and terms of sale are those contained in the Bona Fide Offer described in §6.3.2.
Purchase Price and Terms of Sale. The purchase price per Exercised Share under this Section 12 shall be the purchase price per share under this Option Agreement or the Fair Market Value per share of the Exercised Shares so repurchased, whichever is lower.
Purchase Price and Terms of Sale. Upon Tenant’s exercise of the Option, the terms of the Purchase Agreement attached hereto and incorporated herein as Exhibit B (“Purchase Agreement”) shall immediately become effective and Tenant shall make the Deposit referenced in and pursuant to Section 2(a) of the Purchase Agreement.
Purchase Price and Terms of Sale. The purchase price to be -------------------------------- paid by the Company for any Purchased Securities under this Section 2.9 shall be the fair market value of such Company Securities as determined in good faith by the Board of Directors of the Company. At the closing of any such repurchase, (a) the Company or its assignee shall pay to the seller of such Purchased Securities the aggregate purchase price for the Purchased Shares by certified or bank check and (b) such seller shall deliver to the Purchaser the certificate or certificates and note or notes representing the Purchased Securities, duly endorsed for transfer, free and clear of any liens, pledges or encumbrances."
Purchase Price and Terms of Sale. The purchase price per share for any Founder Stock purchased under this Section 5 shall be equal to the Fair Market Value of such share, as calculated pursuant to Section 12. At the Repurchase Closing, (i) the Company shall pay to Founder the aggregate purchase price, subject to Section 13 hereof, for the shares purchased under this Section 5, and (ii) Founder shall deliver to the Company or its assigns the certificate or certificates representing such shares of Founder Stock, duly endorsed for transfer, free and clear of any liens, pledges or encumbrances.
Purchase Price and Terms of Sale. The purchase price per Share for any Purchased Shares purchased under this Section 9 shall be (i) in the case of a purchase of Unvested Shares, the Option Exercise Price per Share originally paid to the Company for such Purchased Shares (subject to appropriate adjustment in the event of any intervening stock split, stock dividend or similar transaction) or (ii) in the case of a purchase of Vested Shares, the Fair Market Value of such Purchased Shares, as determined under Section 9(d). At the Closing, (A) the Company or its assignee (the “Purchaser”) shall pay to the Seller the aggregate purchase price for the Purchased Shares by certified or bank check, provided that in the event of a repurchase by the Company (but not by an assignee), the purchase price may be paid in installments, with the first installment of not less than 25% of the aggregate purchase price to be paid by certified or bank check at the Closing and the balance to be represented by a Promissory Note payable in equal annual installments over not more than three years with interest at a rate equal to the rate of interest prevailing on the Company’s working capital borrowings from its principal bank lender or, in the absence of such working capital borrowings, one percent per annum over the prime or base rate then prevailing at the Company’s principal bank of account, such Promissory Note to be secured by a pledge of the Purchased Shares; and (B) the Seller shall deliver to the Purchaser the certificate or certificates representing the Purchased Shares, duly endorsed for transfer, free and clear of any liens, pledges or encumbrances.
Purchase Price and Terms of Sale. 4.01 Purchaser does hereby agree to assume the liabilities referenced in Paragraph 3.02 hereinabove (hereinafter referred to as “Liabilities”) and to purchase the System Contracts and Pre-paid Expenses for the consideration of $1.
