Purchase Price; Delivery of Funds. At the Closing, in full consideration for the sale and transfer by Sellers of the Peanuts Interests and IBG Interests, Purchaser shall pay to Sellers an amount equal to (a) the Base Purchase Price; (b) plus or minus any Closing Adjustment as defined in and determined in accordance with Section 3.2(a) (such amounts referred to in clauses (a) and (b) of this Section 3.1, as adjusted for any Working Capital Excess or Working Capital Deficiency, as the case may be, in each case as defined in and determined in accordance with Section 3.2(b), the “Purchase Price”). The Purchase Price shall be allocated between each Seller as set forth on Exhibit C, and shall be made by wire transfer of immediately available funds to one or more accounts that have been designated by Sellers in writing to Purchaser at least two (2) Business Days prior to the Closing.
Appears in 4 contracts
Samples: Membership Interest Purchase Agreement (Iconix Brand Group, Inc.), Membership Interest Purchase Agreement (Iconix Brand Group, Inc.), Membership Interest Purchase Agreement (DHX Media Ltd.)
