Purchase Price for Assets. As consideration (the "Purchase Price") for the sale of the Seller Assets to Buyer, in addition to the assumption of the Assumed Liabilities provided by Section 1.1(c):
Purchase Price for Assets. The aggregate purchase price for the Assets shall consist of $1,000,000 cash and a subordinated promissory note in the aggregate amount of $125,000 which shall be delivered to Seller at the Closing subject to and upon the terms and conditions hereof and the representations and warranties contained herein, in the following manner:
Purchase Price for Assets. Allocations 3 1.4. Inventory 3 1.5. Payment of Aggregate Price 3
Purchase Price for Assets. Seller shall sell and Buyer shall purchase, effective as of the Effective Date, for the sum of Five Million and No/l00 Dollars ($5,000,000), subject to adjustments as provided or contemplated herein (the “Base Purchase Price”) all of each Seller’s right, title, interest and estate in and to the following:
Purchase Price for Assets. The aggregate purchase price for the sale and purchase of the Assets shall be (i) a fifty percent (50%) Class B Member ownership interest in Buyer (the “Class B Membership Interest”), (ii) the release by Buyer of certain secured claims and judgments owed by Seller which have been assigned to Buyer from Seller’s creditors (the “Claims”) valued at Buyer’s actual out of pocket cost to acquire such Claims and (iii) cash which Claims and cash shall, in the aggregate, equal Seventeen Million Dollars ($17,000,000.00) subject to the adjustments set forth in Section 2.3 below (such Class B Membership Interest, Claims and cash collectively being hereinafter referred to as the “Asset Purchase Price”). Buyer shall retain the cash and use it to pay the claims of RCC, Porvair and Sterling Boiler against Seller, or such other claims against Seller which involve the operation of the Facility. The decision on which other claims to pay shall be by agreement of Buyer and Seller.
Purchase Price for Assets. The purchase price to be paid by Buyer to Seller shall be Eight Hundred Thousand and no/100 DOLLARS ($800,000.00) to be paid by Buyer to Seller in the following manner:
Purchase Price for Assets. The purchase price for the Assets shall be the dollar values of the Assets listed in Schedule “A”
Purchase Price for Assets. (a) The Purchase Price less the Escrow Fund (as such terms are hereinafter defined,) for the Assets shall be payable at the Closing to Seller's Agent (on behalf of Seller) either (i) by Federal funds bank wire transfer to an account designated by Seller's Agent or (ii) by delivery of one or more certified checks; except, however, the Purchase Price to be paid for the Inventory shall be paid in the manner set forth in Section 1.2(b)(ii) below.
Purchase Price for Assets. The purchase price for the assets shall be forty (40) percent of the fully diluted shares of Identica Corp. (“Shares”) and repayment of Seller’s debt to Dxxxx Xxxxxxx per Section 4 below.
Purchase Price for Assets. The ----------------------------- ------------------------- aggregate purchase price for the Assets shall consist of $373,636 cash and a promissory note for an aggregate amount of $73,636 which shall be delivered to Seller at the Closing subject to and upon the terms and conditions hereof and the representations and warranties contained herein, in the following manner: (a) At the Closing, Purchaser shall pay an aggregate cash --------- consideration of $373,636 to the Seller, which shall be paid in the form of a cashier's check or a wire transfer to a financial institution designated by the Seller. Such payment shall represent $373,636 in currency of the United States of America. (b) Purchaser shall deliver to Seller a non-negotiable promissory note in the aggregate principal amount of $73,636 (the "Note"). The Note shall be issued by Purchaser on the following terms and conditions: (i) The Note shall bear no interest and shall be due and payable in 24 equal monthly installments of principal, the first five payments of which shall be due January 1, 1999. (ii) The Note, a copy of which is attached hereto as Exhibit 2.2(c)(i), ----------------- shall be secured by a perfected subordinated second lien on all of the Assets sold pursuant to this Agreement. The lien securing payment of the Note shall be subordinated to any senior institutional bank or credit arrangements secured by Purchaser at any time prior to or after the execution of this Agreement and Seller agrees to execute a subordination agreement and intercreditor agreement in form satisfactory to the senior debt lender at such time as a senior credit facility is obtained by Purchaser. A security agreement and UCC-1 setting forth the subordinated security interest in the form attached as Exhibit 2.2(c)(ii) shall be executed at the Closing by ------------------- Purchaser and filed by Seller with the Secretary of State of the state of incorporation of Seller or other required regulatory agencies or governmental entities in each state and entity in which a UCC filing may be required. (c) The parties contemplate that, subsequent to the Closing, an audit of the financial records of Seller may be performed in accordance with generally accepted accounting principles by independent certified public accountants designated by the Purchaser, and at Purchaser's sole cost and expense. 2.3
