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:
(a) At the Closing, Purchaser shall pay an aggregate cash consideration of $1,000,000 to the Seller, of which $732,576.23 shall be paid in the form of a wire transfer to a financial institution designated by the Seller, $142,423.77 of which shall be paid by wire transfer to Key Bank National Association in connection with a loan payoff and $125,000 of which shall be paid in the form of a wire transfer to Xxxx Xxxxxx & Parks LLP in accordance with Section 2.2(c) below.
(b) Purchaser shall deliver to Seller a subordinated promissory note in the aggregate principal amount of $125,000 (the "Note"). The Note shall be issued by Purchaser on the following terms and conditions:
(i) The Note shall bear interest at the rate of 9% per annum and shall be due and payable in full in 180 days from date of issuance.
(ii) The Note, a copy of which is attached hereto as Exhibit 2.2(b)(i), shall be secured by a perfected lien on all of the Assets sold pursuant to this Agreement. The payments under the Note and the lien securing payment of the Note shall be subordinated to the Purchaser's senior institutional bank and credit arrangements and Seller agrees to execute a subordination and intercreditor agreement in the form attached hereto as Exhibit 2.2(b)(ii). A security agreement and UCC-1 financing statement setting forth the subordinated security interest in the form attached as Exhibit 2.2(b)(iii) shall be executed at the Closing by Purchaser and filed by Seller with the Indiana Secretary of State or other required regulatory agencies or governmental agencies, such as a county clerk and recorder's office, in each state and entity in which a UCC filing may be required.
(c) As of the date hereof, the Seller and Xxxx Xxxxxx & Parks LLP are entering into Escrow Instructions in the form attached hereto as Exhibit 2.2(c). Purchaser is intended by the Seller and Xxxx Xxxxxx & Parks LLP to be a third party beneficiary of the Escrow Instructions.
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):
(a) at the Closing, on the terms and subject to the conditions set forth in this Agreement, Buyer shall pay to PowerCerv, by wire transfer of same day funds, an amount equal to $500,000; and
(b) at the Closing, Buyer shall deliver to PowerCerv a promissory note in substantially the form of Exhibit A hereto in the principal amount of $90,000 and due on the date which is six months after the Closing date (the "Note").
Purchase Price for Assets. As consideration for the purchase of the Assets and the obligations of Sellers, Signatory Owners and others pursuant to the Non-Competition Agreements, the purchase price (“Purchase Price”) shall be One Hundred Twenty-Five Million Dollars ($125,000,000), subject to the adjustments set forth in this Agreement, including but not limited to the adjustments in Sections 1.5, 1.6(c)-(f), 1.9, 1.11 and 4.7 hereof. The Purchase Price as so adjusted shall be paid as follows:
(a) The Purchase Price as so adjusted, less the amount of the Escrow Fund, shall be paid to the Sellers at Closing, allocated among the Sellers as set forth on Schedule 1.6(b), provided that the amount otherwise payable at Closing shall be reduced by the amounts necessary to pay off all Liens (other than Permitted Exceptions); and
(b) Eight Million Three Hundred Fifty Thousand Dollars ($8,350,000) of the Purchase Price (the “Escrow Fund”) shall be held in escrow by the Escrow Agent pursuant to the terms of an escrow agreement in substantially the form of Exhibit E attached hereto (the “Escrow Agreement”) as security and a non-exclusive source of payment for the indemnification obligations of Sellers and Signatory Owners set forth in Article VII below, and as security and exclusive source of payment for the environmental remediation adjustment to the Purchase Price set forth in the next subsection. The Escrow Agreement shall provide for the manner in which payment of interest on the Escrow Fund shall be made. Up to Three Million One Hundred Twenty-Five Thousand Dollars ($3,125,000) of the Escrow Fund shall be paid to Sellers in accordance with the terms of the Escrow Agreement upon the later of one year after the Closing Date and March 31, 2007. Any portion of the Escrow Fund not used to satisfy indemnification obligations or subject to a claim for indemnification and not subject to an environmental remediation adjustment shall be paid to Sellers as set forth on Schedule 1.6(b) two years after the Closing Date in accordance with the payout schedule as set forth on Schedule 1.6(b). Notwithstanding the foregoing:
(i) One Million Dollars ($1,000,000) of the Escrow Fund (the “Environmental Escrow Amount”) shall be dedicated exclusively to fund Selling Parties’ obligations pursuant to Section 1.6(c) and, to the extent such obligations are less than the Environmental Escrow Amount, the balance shall be paid to the Sellers without regard to the amount of claims of Buyer for matters other than Selling P...
Purchase Price for Assets. Allocations 3 1.4. Inventory 3 1.5. Payment of Aggregate Price 3
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.
(b) As used herein, "Purchase Price" shall mean:
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 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 for the Assets shall be the dollar values of the Assets listed in Schedule “A”
Purchase Price for Assets. The ----------------------------- ------------------------- aggregate purchase price for the Assets shall consist of $216,645 cash and a promissory note for an aggregate amount of $216,645 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 $216,645 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 $216,645 in currency of the United States of America.
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 Xxxxx Xxxxxxx per Section 4 below.
