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 $3,400,000 cash and a promissory note in the aggregate amount of $1,100,000 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. (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. 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 for the Assets shall be the dollar values of the Assets listed in Schedule “A”
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. For and in consideration of the Tadim Assets, Purchaser shall assume the Assumed Liabilities and shall pay Tadim Twenty-One Million Five Hundred Seventy-Five Thousand Dollars ($21,575,000.00) (the "Asset Purchase Price") subject to adjustments pursuant to Section 4.5 below."
Purchase Price for Assets. The ----------------------------- ------------------------- aggregate purchase price for the Assets is $1,989,196, which shall consist of $250,000 cash, a promissory note for an aggregate amount of $1,570,957, shares of Common Stock of the Company valued at $100,000 calculated based upon the market value (as defined below) of the Purchaser's Common Shares on the day immediately preceding the Closing and payment of a note dated December 31, 1997 owed to Purchaser by Seller totalling $68,239 (the "December 1997 Note") (collectively, the "Purchase Price"), 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 $250,000 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 $250,000 in currency of the United States of America. (b) At the Closing, Purchaser shall deliver to Seller certificates representing, $100,000 worth of restricted Common Shares of Purchaser (the "Acquisition Stock"). Such Acquisition Stock shall be valued based on the average of the closing bid and ask prices of Purchaser's Common Shares on the day immediately preceding the Closing Date. (c) Purchaser shall deliver to Seller a non-negotiable promissory note in the aggregate principal amount of $1,570,957 (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 8% per annum and shall be due and payable in 20 equal quarterly installments of principal, together with accrued interest thereon, commencing September 30, 1998. (ii) The Note, a copy of which is attached hereto as Exhibit 2.2(c), shall -------------- be secured by a perfected lien on all of the Assets sold pursuant to this Agreement. If required by a senior debt lender, 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. (d) At Closing, the December 1997 Note to Purchaser from Seller shall be marked pai...
