Purchase Price Assumption of Liabilities. As consideration for the Assets and the representations, warranties and agreements of Dentist contained herein, Pentegra shall, on the Closing Date:
Purchase Price Assumption of Liabilities. As consideration for the Assets and the representations, warranties and agreements of Contributor contained herein, Pentegra shall, on the Closing Date:
Purchase Price Assumption of Liabilities. As consideration for the sale of the Assets by Seller, PRG Sub shall, on the Closing Date, provide Seller with the following consideration:
Purchase Price Assumption of Liabilities. (a) Subject to the adjustments set forth in Section 2.08, at the Closing, Purchaser shall pay TWENTY-ONE MILLION DOLLARS ($21,000,000) (the "Base Price") in cash to Seller as follows: (i) an escrow deposit equal to ONE MILLION FIFTY THOUSAND DOLLARS ($1,050,000) (the "Escrow Deposit") shall be deposited with the Escrow Agent (as hereinafter defined) upon the execution of this Agreement pursuant to an escrow agreement to be entered into by Purchaser, Seller and an escrow agent reasonably acceptable to both Purchaser and Seller (the "Escrow Agent") in substantially the form attached hereto as Exhibit A (the "Escrow Agreement") and unless it is otherwise released prior to Closing pursuant to Section 8.02 hereof, the Escrow Deposit shall be transferred to Seller by wire transfer at the Closing and credited to the Purchase Price and (ii) the balance of the Base Price at the Closing as provided in Section 2.07(a) (the Base Price, including the Escrow Deposit, are referred to collectively herein as the "Purchase Price").
Purchase Price Assumption of Liabilities. (a) In consideration for the transfer of the Assets to Transferee, Transferee agrees to and does hereby assume all of the "Liabilities" of Transferor (as defined below). The parties agree that, in connection with the transfer of the Assets and assumption of the Liabilities, they will execute such documents and deliver such instruments as may be reasonably necessary to effect such conveyance and assumption.
Purchase Price Assumption of Liabilities. (a) Subject to the terms and conditions of this Agreement, in reliance on Seller’s representations, warranties and agreements contained herein, and in consideration of the sale, conveyance, assignment, transfer and delivery of the U.S. Assets and the Akrosil Europe Shares, Buyer will deliver or cause to be delivered U.S.$180,000,000, which amount, together with the assumption of the Assumed Liabilities (as defined below), shall constitute full payment for the sale, conveyance, assignment, transfer and delivery of the U.S. Assets and the Akrosil Europe Shares. Payment shall be made by wire transfer to such bank account or bank accounts as shall be specified by Seller, in immediately available funds, of (A) U.S. $20,000,000 to be paid in Euros, representing payment for the Akrosil Europe Shares sold pursuant to the Share Purchase Agreement (the “Estimated Akrosil Europe Purchase Price”), and adjusted pursuant to Section 1.9 (as so adjusted, the “Final Akrosil Europe Purchase Price”) and (B) U.S. $160,000,000, representing payment for the U.S. Assets, which amount shall be adjusted pursuant to Section 1.7 (as so adjusted, the “Estimated Asset Purchase Price”), and further adjusted pursuant to Section 1.9 (as so further adjusted, the “Final Asset Purchase Price”). Schedule 1.3 of the Disclosure Schedules being delivered to Buyer herewith (the “Disclosure Schedules”) sets forth a preliminary allocation of the Estimated Asset Purchase Price among the U.S. Assets in accordance with Section 1060 of the Code (as defined in Section 1.5) and the applicable Treasury Regulations or applicable local law (the “Preliminary Allocation”). Payment for the Akrosil Europe Shares will be made in Euros.
Purchase Price Assumption of Liabilities. The Purchase Price for the Purchased Assets shall be One Million Nine Hundred Thousand and no/100 Dollars ($1,900,000.00) (the "Purchase Price"). At the Closing, (a) Buyer shall pay to Seller's Designee in immediately available funds the amount of One Million and no/100 Dollars ($1,000,000.00), less the Deposit (the "Initial Payment"); (b) Buyer shall deliver the Promissory Note to Seller for the remaining Nine Hundred Thousand and no/100 Dollars ($900,000.00); and (c) Buyer shall assume all of the Assumed Liabilities.
Purchase Price Assumption of Liabilities. In consideration for the Securities, at the Closing, (a) Purchaser shall (or shall cause Waste Connections or one of its wholly owned Subsidiaries to) pay to Sellers (or to an Affiliate designated by Sellers) (i) (x) an aggregate of $1,316,000,000 in cash, plus (y) an amount in cash equal to interest that would accrue on $1,094,571,000, starting on and including June 30, 2012 through and including the Closing Date at a rate of 4% per annum (based on a 365-day year) (the aggregate amount described in this clause (i) being the “Aggregate Value Amount”), plus (ii) the Adjustment Amount (if the Adjustment Amount is positive), less (iii) the absolute value of the Adjustment Amount (if the Adjustment Amount is negative) (the result of such calculation of clauses (i), (ii) and (iii), the “As-Adjusted Amount)”, less (iv) the Credit Agreement Payoff Amount, less (v) the aggregate outstanding principal and accrued but unpaid interest and any other amounts payable under the Prairie Note and any other Debt as of the Closing Date (the result of such calculation of clauses (i) through (v), the “Purchase Price”) and (b) Purchaser shall assume and be responsible for all the Assumed Liabilities.
Purchase Price Assumption of Liabilities. Subject to the terms and conditions of this Agreement, and in reliance on the representations, warranties, undertakings and agreements of Seller made hereunder, and in consideration of such sale, conveyance, transfer, assignment and delivery, Buyer agrees:
Purchase Price Assumption of Liabilities. (a) The purchase price of the Assets and the Business shall be Twelve Million Dollars ($12,000,000) in the aggregate (the "PURCHASE PRICE"). In addition to the Purchase Price, Buyer shall pay to Seller the Royalty Payment (as defined in Section 1.9 below) pursuant to Section 1.9 hereof.
