Purchase Price for Acquired Assets. The purchase price for the Acquired Assets (the "PURCHASE PRICE") is Sixty Seven Million One Hundred Fifteen Thousand Dollars ($67,115,000.00):
Purchase Price for Acquired Assets. As consideration for the sale to it of the Acquired Assets, Turbeco shall:
Purchase Price for Acquired Assets. The Buyer agrees to pay Eight Hundred Sixty Five Thousand U.S. Dollars ($865,000) (the "Purchase Price"), to the Seller, at the Closing on the terms and subject to the conditions set forth in this Agreement, by delivery of:
Purchase Price for Acquired Assets. As consideration for the sale to it of the Acquired Assets, at Closing, Buyer shall:
Purchase Price for Acquired Assets. The aggregate purchase price to be paid to Seller for the Acquired Assets (the "Purchase Price") shall be paid as follows: (i) Purchaser shall deliver $10,579,711 (as adjusted pursuant to Section 2.3 below) in cash to Seller (as adjusted, the "Cash Purchase Price"); (ii) Purchaser shall deliver to Seller a Subordinated Promissory Note issued by NES in the original principal amount of $350,000 in the form of Exhibit A attached hereto (a "NES Promissory Note");(iii) Purchaser shall maintain $500,000 in a book entry account of Purchaser (the "Holdback"); and (iv) Purchaser shall assume liabilities and obligations pursuant to the Assumed Contracts to the extent provided in Section 2.1(c). The Holdback shall be available to satisfy any amounts owing to Purchaser pursuant to Section 2.3 and/or Section 9.2. The Cash Purchase Price shall be subject to adjustment pursuant to Section 2.3. The Holdback shall accrue interest at the rate of 8.25% per annum from date of Closing until paid.
Purchase Price for Acquired Assets. The purchase price for the Acquired Assets (the "Purchase Price") consists of the following (i) the payment of $25,000,000.00 in cash at the Closing to the Sellers (the "Closing Payment"), (ii) the payment of $65,380.00 in cash at closing to the Sellers representing the amount of the prepayments and prepaid expenses set forth on the Prepayment Schedule, (iii) the payment of $183,925.77, representing Purchaser's pro rata share of the prepaid amounts set forth on the Pro-Rations Schedule, (iv) the deposit by the Purchaser of $5,000,000 into an escrow account (the "Escrow Account") governed by an Escrow Agreement substantially in form and substance as Exhibit A attached hereto (the "Escrow Agreement"), (v) the assumption of the Assumed Liabilities, and (vi) the payment of the Performance Payment, if any, described in Section 2.3 of this Agreement. The Escrow Account shall be available to satisfy any amounts owing to the Purchaser pursuant to Section 6.2(a).
Purchase Price for Acquired Assets. The Purchase Price to be paid by Purchaser to Seller for the purchase of the Acquired Assets and the assumption of the Liabilities at the Closing shall be $7,199,000.00. The Purchase Price shall be allocated between and among Andexxxx X.X., Brodxxx X.X., Kaban P.C., Whitxxx X.X., Talbxxx Xxxzona P.C., Talbxxx Xxxh P.C. and Talbxxx Xxxagement in the percentages that are set forth on Exhibit B. The Purchase Price shall be paid in immediately available funds by wire transfer pursuant to the wire transfer instructions provided to Purchaser by Seller and attached hereto as Exhibit C. SELLER EXPRESSLY ACKNOWLEDGES AND AGREES THAT THE PURCHASE PRICE SHALL BE WIRE TRANSFERRED BY PURCHASER TO THE ACCOUNT OF MEDPARTNERS, INC. AS SET FORTH ON EXHIBIT C FOR FURTHER FORWARDING TO THE SELLER IN ACCORDANCE WITH EXHIBIT B. Following the Closing, if Purchaser sells all or substantially all of the assets of the California offices of the Seller's Dental Business (the "California Assets"), then Purchaser shall pay to Seller, as additional Purchase Price, an amount equal to $400,000.00 minus thirty-three percent (33%) of all employee severance amounts paid by Purchaser and all of Purchaser's operating losses (specifically excluding depreciation, amortization, interest, income taxes and corporate overhead allocations, all as determined under generally accepted accounting principles) incurred on and after the Effective Date and through the date of the sale of the California Assets by Purchaser and its affiliates in operating the California Assets. Such additional Purchase Price, if any, shall be paid by Purchaser to Seller within sixty (60) days following the consummation of the sale of the California Assets.
Purchase Price for Acquired Assets. The purchase price for the ---------------------------------- Acquired Assets (the "Purchase Price") will consist of (i) the assumption by the -------------- Purchaser of the Assumed Liabilities, (ii) the delivery to the Sellers (according to the percentages set forth on the Schedule of Sellers) of Class B ------------------- Preferred Units with an initial liquidation value of $20,000,000 (the "Class B ------- Preferred Units") of Holdings, which will have the terms set forth in the Fifth --------------- Amended and Restated Limited Partnership Agreement of Holdings, the form of which is attached hereto as Exhibit A (the "Amended and Restated Limited --------- ---------------------------- Partnership Agreement"), and (iii) the payment to the Sellers (according to the --------------------- percentages set forth on the Schedule of Sellers) of $161,322,849 (as such ------------------- amount is adjusted pursuant to Section 1.03 below) in cash (the "Cash Purchase ------------ ------------- Price") at the Closing. The Cash Purchase Price is subject to adjustment ----- pursuant to Section 1.03 hereof. ------------
Purchase Price for Acquired Assets. The purchase price for the Acquired Assets (the "Purchase Price") will consist of the assumption by the Purchaser at the Closing of the Assumed Liabilities and the payment by the Purchaser at the Closing of $116,495,000 (as adjusted pursuant to Section 2.2 below) in cash to the Sellers. The Purchase Price shall first be allocated to Accounts Receivable, Fixed Assets and all other Tangible Assets based on their Book Value with the remaining balance of the Purchase Price then being allocated to Intangible Assets. The Purchase Price is subject to adjustment pursuant to Section 2.2 hereof.
Purchase Price for Acquired Assets. 3.1. Buyer shall provide to Seller a deposit in the amount of Twenty-Five Thousand and No/100 Dollars ($25,000.00) within five business days of execution of this Agreement. This deposit will become non-refundable 30 days after receipt unless: (i) Seller does not approve the transaction contemplated herein; (ii) Seller cannot deliver the Acquired Assets free and clear of any liens; (iii) there is a failure to obtain necessary consents to lease assignments from any landlord of any leasehold interest related to Stores in accordance with Section 11.1 below; or (iv) Seller, for any reason, fails to complete the transaction as set forth herein.
