Purchase Price; Escrow. As full consideration for the sale, purchase, assignment, transfer and delivery of the RP101 Assets as contemplated hereby, at Closing Buyer shall pay to Resistys cash in the aggregate amount of One Million Six Hundred Eighty Thousand Dollars ($1,680,000) (the “Purchase Price”). The Buyer and Seller agree that, at Closing, Buyer shall pay the Purchase Price as follows: (a) (i) Forty Nine Thousand Seven Hundred Sixty One Dollars and Forty Eight Cents ($49,761.48) shall be paid to Licensor on behalf of Seller in payment of the amount owed to RESprotect as indicated on Schedule 5.3, and (i) One Hundred Thirteen Thousand Five Hundred Eighty Nine Dollars and Sixty Three Cents ($113,589.63) shall be paid to PRA on behalf of Seller in payment of the amount owed to PRA as indicated on Schedule 5.3, (the “Direct Payments”), and (b) One Million Five Hundred Sixteen Thousand Six Hundred Forty Eight Dollars and Eighty Nine Cents ($1,516,648.89) (the “Purchase Price Balance”) shall be paid to Xxxxxx Xxxxxx Xxxxxxxx LLP (the “Escrow Agent”), who shall hold the Purchase Price Balance in escrow pursuant to the Escrow Agreement attached hereto as Exhibit 4.1 (the “Escrow Agreement”). As provided in the Escrow Agreement, at Closing the Escrow Agent shall use the Purchase Price Balance to pay the amounts owed to the Creditors as set forth in Schedule 5.3 of the Disclosure Schedule (except the Direct Payments, which shall be paid by Buyer as set forth above in this paragraph), and shall hold the balance remaining after making such payments in escrow for a period of thirty (30) days (the “Escrow Period”). During the Escrow Period, if Buyer, Seller or Escrow Agent becomes aware of the existence of any other creditors of Seller or additional claims of existing Creditors, they shall promptly inform the other parties. If after consultation among Buyer and Seller, the parties agree as to the validity of any such claims, Buyer and Seller shall instruct the Escrow Agent to pay such claims out of the remaining balance of the Purchase Price Balance. Upon the expiration of the Escrow Period, any remaining balance less any amounts equal to any pending unresolved claims shall be distributed to Resistys.
Purchase Price; Escrow. Subject to the terms and conditions set forth herein, in consideration for the sale, transfer, assignment, conveyance, license and delivery of the Purchased Assets, AbbVie will pay to Kadmon, by wire transfer of immediately available funds to a bank account designated by Kadmon:
Purchase Price; Escrow. (a) Subject to the terms and conditions of this Agreement, in full consideration for the purchase by Buyer of the Assets, Buyer shall cause to be paid and issued, as the case may be, to Seller on the dates set forth below:
Purchase Price; Escrow. (a) The consideration for the Shares (the “Purchase Price”) will be nineteen million five hundred thousand dollars ($19,500,000) minus the Asset Value Shortfall, if any, to be divided amongst the Sellers pro rata according to their shareholding in the Company. The Purchase Price, prior to adjustment on account of the Asset Value Shortfall, if any, shall be delivered by Buyer to Sellers as follows: (i) subject to Section 2(d) below, (A) seven million dollars ($7,000,000) in cash on the Closing Date and (B) four million five hundred thousand dollars ($4,500,000) on the Closing Date in unregistered shares of Buyer’s common stock, par value $0.001 per share (“Buyer Common Stock”), valued at a price per share equal to the average closing price per share of Buyer Common Stock as quoted on the Nasdaq Global Market for the five trading days immediately preceding the Closing Date (as so valued, the “Buyer Shares”), and (ii) subject to the satisfaction of the applicable conditions set forth in Section 3(e) below, (A) four million five hundred thousand dollars ($4,500,000) in cash, payable as provided in Section 3(e) below and (B) three million five hundred thousand dollars ($3,500,000) in Buyer Common Stock valued at a price per share equal to the average closing price per share of Buyer Common Stock as quoted on the Nasdaq Global Market for the five trading days immediately preceding the last day of the Measurement Period, issuable as provided in Section 3(e) below ((ii)(A) and (ii)(B) being, collectively, the “Earn Out”).
Purchase Price; Escrow. (a) At the Closing, in consideration of the sale of the Acquired Securities to Buyer, and upon the terms and subject to the conditions hereinafter set forth, Seller shall be entitled to receive an amount equal to Three Million Dollars ($3,000,000.00) (the “Purchase Price”) less the Escrow Amount, which Purchase Price shall also be subject to any applicable adjustments pursuant to Section 2.03.
Purchase Price; Escrow. Buyer shall have delivered to Escrow Agent an amount equal to the Escrow Deposit and to Sellers cash in an amount equal to the Purchase Price in each instance by wire transfer in immediately available funds.
Purchase Price; Escrow. The purchase price for the Purchased Securities shall be an amount equal to $1,500,000.00 (the “Purchase Price”). On the date of this Agreement, Buyer shall deposit the Purchase Price with the Escrow Agent (by wire transfer of immediately available funds to an account designated by the Escrow Agent in writing) to be held and distributed to Seller at Closing, or returned to Buyer if the Closing does not occur (less the Breakage Fee, if applicable), in each case pursuant to the terms of the Escrow Agreement attached hereto as Exhibit A (the “Escrow Agreement”). In addition, on the date of this Agreement, Buyer shall deposit $40,000 (which amount is equal to the estimated Texas Franchise Tax paid by Seller on behalf of the Company prior to the date of this Agreement) (the “Estimated Tax Payment Amount”) with the Escrow Agent (by wire transfer of immediately available funds to an account designated by the Escrow Agent in writing) to be held and distributed to the Seller at Closing, or returned to Buyer if the Closing does not occur, in each case pursuant to the terms of the Escrow Agreement. For the avoidance of doubt, payment of the Estimated Tax Payment Amount to Seller at Closing shall be deemed to be a loan of the Estimated Tax Payment Amount by Buyer or its designated Affiliate to the Company, and the immediately subsequent reimbursement of the Estimated Tax Payment Amount by the Company to Seller.
Purchase Price; Escrow. (a) The purchase price to be paid by BNP to Supplier for the Substance conforming to this Agreement shall be US$[ ] per kilogram delivered. The purchase price shall be paid as provided in Section 2.4(b), provided that a portion of the purchase price shall be paid pursuant to escrow as provided in Section 2.2(b).
Purchase Price; Escrow. (a) In full consideration for the purchase by Buyer of the Assets, Buyer shall cause to be issued to Seller on the Closing Date 754,968 unregistered shares of Buyer common stock, par value $0.001 per share (the “Buyer Shares”).
Purchase Price; Escrow. (a) The funds deposited into the Purchase Price Escrow Account pursuant to Section 2.2(c)(ii) shall be retained by the Escrow Agent until Parent and Seller shall give the Escrow Agent joint written instructions providing for its release.
