Purchase Price for Purchased Assets. (a) The purchase price for the Purchased Assets (the “Purchase Price”) shall be Two Million Seven Hundred Fifty Thousand Dollars ($2,750,000).
(b) Buyer shall pay the Purchase Price to the Seller as follows:
(i) One Hundred Thousand Dollars ($100,000) (the “First Payment”) shall be paid by wire transfer of immediately available funds to the Seller on the Effective Date. These funds will be held in an interest bearing trust account with Wxxxxxxx Kxxxxxx & Gxxxx, PLLC and refundable (plus accrued interest) to Buyer should the transaction contemplated by this Agreement fail to close;
(ii) One Hundred Fifty Thousand Dollars ($150,000) (the “Second Payment”) shall be paid by immediately available funds to the Seller at Closing: and
(iii) Up to Two Million Five Hundred Thousand Dollars ($2,500,000) (the “Earn-Out Amount”) which shall be paid based on the Earnings Before Interest, Taxes, Depreciation, and Amortization of Buyer generated by the Automotive Services Division of the Buyer in which Buyer uses the Purchased Assets (“Post-Closing EBITDA”). Buyer shall pay to Seller the Earn-Out Amount in annual installments (each such installment, an “Earn-Out Payment”) each equal to 25% of the cumulative Post-Closing EBITDA for all completed fiscal years after the Closing (reduced to the extent of any negative Post-Closing EBITDA for any one or more such fiscal years), with the first year commencing at Closing and ending June 30, 2008, less the cumulative amount of all prior Earn-Out Payments made to Seller. The Earn-Out Payments shall be due and made on or before September 30 of each year (each an “Earn-Out Payment Date”) until the entire Earn-Out Amount is paid in full. The first Earn-Out Payment shall be due and made September 30, 2008. For the purpose of calculating the Earn-Out Payments, to be paid by Buyer to Seller, the Earn-Out Payment due to Seller shall first be reduced by any indemnification claims of Buyer under this Agreement in the current fiscal year, and then by any indemnification claims of Buyer in any prior fiscal year.
(iv) For the purpose of this Agreement, Post-Closing EBITDA shall be determined based upon the separate financial statements of the Buyer’s Automotive Services Division (which Division shall consist solely of operations previously operated by UAFS), as determined under GAAP, as adjusted and calculated pursuant to the following provisions:
A. The Post-Closing EBITDA of the Buyer’s Automotive Services Division shall be derived from the ...
Purchase Price for Purchased Assets. In consideration for the Purchased Assets, Buyers shall pay to Sellers at the Closing Twelve Million Two Hundred Fifty Thousand Dollars ($12,250,000) (the "Purchase Price"), by wire transfer in immediately available funds.
Purchase Price for Purchased Assets. (a) The purchase price for the Purchased Assets shall be (i) Ten Million U.S. Dollars ($10,000,000.00) in cash (the "Cash Consideration"); (ii) the Senior Secured Note; (iii) Purchaser Interests which shall represent twenty-five percent (25%) of the issued and outstanding Purchaser Interests as of the Closing Date calculated without giving effect to any Purchaser Interests issuable pursuant to any management incentive plan of Purchaser; and (iv) the assumption by Purchaser of the Assumed Liabilities (clauses, (i), (ii), (iii) and (iv), collectively, the "Purchase Price").
Purchase Price for Purchased Assets. The aggregate consideration to be paid by the Buyer for the Purchased Assets ("Consideration") at the Closing will be the issuance and delivery of the Shares and the assumption by the Buyer of the Assumed Liabilities. The Buyer and Seller shall agree that the Consideration shall be allocated as provided in an Allocation Agreement to be entered into between Buyer and Seller prior to Closing ("Allocation") and such Allocation shall be used by Seller and Buyer for all tax return filings and payments.
Purchase Price for Purchased Assets. The purchase price for the Purchased Assets (the "Purchase Price") shall be the total of (a) an amount of up to Three Million Two Hundred Twenty-One Thousand Seven Hundred and Eighty-Five ($3,221,785) (the "Base Amount"), (b) the Option Shares issuable pursuant to Section 8.23, and (c) the amount payable, if any, with respect to the Net Tangible Assets under Section 3.5, all to be paid, calculated, and subject to adjustment pursuant to the further provisions of this Article 3.
Purchase Price for Purchased Assets. The aggregate purchase price to be paid by Purchaser to the Equipment Owners for and in consideration of the sale, transfer, assignment and conveyance to Purchaser of the Purchased Assets shall be Twelve Million Nine Hundred and Twenty Thousand Dollars ($12,920,000)(the "Equipment Owner Purchase Price"). Such aggregate purchase price shall be allocated among the Equipment Owners as previously determined by the Equipment Owners and as instructed of the Purchaser by SMR Advisory for and on behalf of the Equipment Owners. The Purchaser shall also assume the aggregate amount of Assumed Obligations set forth in Section 2.4 (a) of this Agreement.
Purchase Price for Purchased Assets. In consideration for the Purchased Assets, Buyer hereby assumes the Assumed Liabilities and pays Seller a purchase price of $2,075,000, plus the value of Accounts Receivable, Inventory and Prepaid Expenses to be estimated prior to and paid at the Closing (the "Estimated Current Asset Amount").
Purchase Price for Purchased Assets. In consideration of the Transferred Assets purchased by LMC, subject to the terms and conditions of this Agreement, LMC shall assume the Assumed Liabilities and authorize its lenders to pay to the Escrow Agent pursuant to the Escrow Agreement cash equal to the sum of Eleven Million Ninety Five Thousand and No/100 Dollars ($11,095,000) as adjusted upward or downward by the Upward Purchase Price Adjustment or Downward Purchase Price Adjustment, if any (the “Purchase Price”). The term “
Purchase Price for Purchased Assets. The purchase price for the Purchased Assets shall be (i) Ten Million U.S. Dollars ($10,000,000.00) in cash (the `Cash Consideration'); (ii) the Senior Secured Notes; (iii) the Installment Payments; and (iv) the assumption by Purchaser of the Assumed Liabilities (clauses, (i), (ii), (iii) and (iv), collectively, the `Purchase Price'). Republic hereby directs Purchaser to issue the Senior Secured Notes to the Liquidating Trust for the benefit of the holders of the RTI Notes."
Purchase Price for Purchased Assets. In consideration for the Purchased Assets, the Buyer or Buyer Parent shall pay to the Sellers the purchase price (“Purchase Price”) of $4,160,000 for the Purchased Assets, consisting of $3,960,000 in cash (the “Cash Purchase Price”), subject to adjustment pursuant to Section 2.5 below and subject to the retention of $200,000 as a holdback (the “Holdback Amount”) pursuant to Section 2.7 below. Other than the Holdback Amount, the Cash Purchase Price shall be payable on the Closing Date by wire transfer of immediately available funds to an account or accounts designated by Company.
