Purchase Price for the Assets. The consideration for the Assets shall be the (i) assumption by the Buyer of the Assumed Liabilities; and (ii) the payment of the Buyer of $100,000 in immediately availible funds on the Closing Date (the "Cash Amount"). The Cash Amount shall be deposited on the date hereof with Xxxxxxxxx & Xxxxxxxxx, LLP, as escrow agent, pursuant to the terms of that certain Escrow Agreement, a form of which is attached hereto as Exhibit C.
Purchase Price for the Assets. The total consideration to be paid by Buyer to purchase the Assets is $9,750,000.00, subject to adjustment as set forth in this Section 2.4 (the “Purchase Price”). As soon as practicable prior to or after the Closing, Seller shall (a) sell all of the equipment located at the Moapa facility listed on Schedule 5.1 (the “Moapa Equipment”) (the parties expressly agree that if the sale of the Moapa Equipment occurs post-Closing, Buyer will fully cooperate with Seller in completing such sale), (b) pay off any and all Encumbrances on the Moapa Equipment, (c) pay all fees and expenses incurred in connection with the sale of the Moapa Equipment, and (d) promptly place the amount of proceeds from (a), less the amounts expended in (b) and (c) (the “Actual Net Proceeds”) into a separate bank account (the “Retained Seller Cash Account”) and Seller shall hold any Actual Net Proceeds in excess of the Retained Seller Cash (the “Buyer Cash Amount”) in constructive trust for the benefit of Buyer. The Retained Seller Cash Account shall be the sole source of funding for the Retained Seller Cash.
2.4.1 If Actual Net Proceeds are received on or prior to Closing: (i) between the date of this Agreement and the Closing Date, Seller may use the Buyer Cash Amount for expenses incurred in the ordinary course of business in compliance with Section 5.1, and Seller may use the Seller Retained Cash for any purpose, including, but not limited to, payment of any Excluded Liability; (ii) at Closing, the Buyer Cash Amount, if any, shall be paid to Buyer and the Retained Seller Cash, if any, shall be paid to Seller; and (iii) to the extent that the Retained Seller Cash is determined to be a negative dollar amount, at Closing, the Purchase Price shall be adjusted downward by an amount equal to such negative dollar amount.
2.4.2 If Actual Net Proceeds are received after the Closing, promptly following receipt of such Actual Net Proceeds: (i) the Buyer Cash Amount, if any, shall be paid to Buyer and the Retained Seller Cash, if any, shall be paid to Seller; and (ii) to the extent that the Retained Seller Cash is determined to be a negative dollar amount, Seller shall pay to Buyer an amount equal to such negative dollar amount.
2.4.3 In addition, the Purchase Price shall be adjusted downward on a dollar for dollar basis to the extent that Seller breaches any of its obligations pursuant to Section 5.1 of this Agreement and such breach results in actual damages to the Assets of greater than $10,000...
Purchase Price for the Assets. The consideration for the Assets shall be the (i) assumption by the Buyer of the Assumed Liabilities; (ii) the payment of the Buyer of $20,000 in immediately available funds on the Closing Date (the "Cash Amount"); and (iii) the delivery by the Buyer to the Seller on the Closing Date of a secured promissory note in the aggregate principal amount of $80,000 (the "Note") in the form attached hereto as Exhibit C. The Cash Amount shall be deposited on the date hereof with Xxxxxxxxx & Xxxxxxxxx, LLP, as escrow agent, pursuant to the terms of that certain Escrow Agreement, a form of which is attached hereto as Exhibit D.
Purchase Price for the Assets. Immediately prior to the Closing and subject to the terms and conditions set forth in this Agreement, in consideration of the sale and transfer of the Assets, Seller shall pay to Pyramid an amount equal to $1,000,000 (the "Asset Purchase Price") by wire transfer of immediately available funds to an account or accounts designated no later than two (2) business days prior to the Closing Date by Pyramid.
Purchase Price for the Assets. As consideration for the transfer of the Assets to DNAC, DNAC shall issue to Lynx 4,900,000 (4.9 million) shares of DNAC common stock (the “Purchase Price” or the “Shares”). The Shares shall be delivered to Lynx no later than five days following Closing. .
Purchase Price for the Assets. In consideration of the transfer to the Buyer of the Transferred Assets, the Buyer shall, on the Closing Date, (a) pay to CWI, as representative of all the Sellers, an aggregate amount equal to $2,000,000 in immediately available funds by wire transfer to a bank account or accounts to be designated by CWI (the "Cash Payment"), (b) cause Weatherford to issue the Weatherford Shares to the Sellers in accordance with Section 1.4(b) of the Disclosure Schedule, (c) assume the obligations of the Sellers to pay the Trade Payables of the Business incurred in the ordinary course of the Business, all of which are listed in Section 1.4(c) of the Disclosure Schedule (the "Assumed Trade Payables"), (d) assume or pay off the obligations of the Sellers under the express written terms of the Third Party Debt of the Business, all of which debt is listed in Section 1.4(d) of the Disclosure Schedule, which shall be updated and delivered by the Sellers to the Buyer as of and on the Closing Date, (e) assume the liabilities and obligations of the Sellers' customers' deposits in the aggregate amount set forth on Section 1.4(e) of the Disclosure Schedule (the "Assumed Liabilities") and (f) assume the obligations of the Sellers under the express written terms of the Entitlements to the extent and only to the extent such obligations are not Pre-Closing Obligations (the "Assumed Entitlements"), all of which Assumed Entitlements are listed in Section 1.1(a)(vi) of the Disclosure Schedule, which shall be updated and delivered by the Sellers to the Buyer as of and on the Closing Date. The Cash Payment, the Weatherford Shares, the Third Party Debt, the Assumed Trade Payables, the Assumed Liabilities and the Assumed Entitlements are herein collectively referred to as the "Purchase Price".
Purchase Price for the Assets. The purchase price (the "Purchase Price") for the Assets shall consist of the following consideration:
Purchase Price for the Assets. Subject to Section 2.5, the ----------------------------- aggregate purchase price for the Assets shall be $13,500,000 (the "Purchase Price") payable as follows: (a) $12,225,000 to MSC, (b) $475,000 to MSC-UK and (c) $800,000 to Anacon.
Purchase Price for the Assets. In consideration of the transfer to the Buyer of the Transferred Assets, the Buyer will:
(i) Pay to LTI and Sub at the Closing an aggregate of $1,250,000 in United States dollars (the "Closing Cash Consideration") in immediately available funds by wire transfer to a bank account or accounts to be designated by LTI;
(ii) Pay to LTI and Sub 60 calender days following the Closing Date (subject to delay or adjustment pursuant to Section 1.5 and/or Section 8.4(c)) an aggregate of $500,000 in United States dollars (the "Holdback Cash Consideration", and, together with the Closing Cash Consideration, the "Cash Consideration") in immediately available funds by wire transfer to a bank account or accounts to be designated by LTI;
(b) Deliver or cause to be delivered to LTI and Sub at the Closing an aggregate number of shares of OYOG common stock, par value $.01 per share ("OYOG Stock"), equal to the quotient of (i) $750,000 divided by (ii) the OYOG Market Price, which OYOG Stock will be registered on the books of OYOG in the name of LTI, or, at LTI's option, in the names of the Stockholders in such denominations as LTI will designate to the Buyer not less than three Business Days before the Closing Date;
(c) Assume at the Closing the obligations and liabilities of LTI or Sub reflected in the October Balance Sheet to the extent and only to the extent such obligations and liabilities are not Pre-Closing Obligations or Excluded Liabilities (collectively, the "Assumed Liabilities"). The Cash Consideration (including the Holdback Cash Consideration, unless the Holdback Cash Consideration is reduced pursuant to Section 8.4(c)), as adjusted pursuant to Section 1.5, the OYOG Stock deliverable pursuant to Section 1.4(b) and the Assumed Liabilities are herein collectively referred to as the "Purchase Price".
Purchase Price for the Assets. (a) The total purchase price for the Assets shall be equal to Sixty-Six Million Dollars ($66,000,000).
(b) The Purchase Price has been allocated among the Assets in accordance with an exhibit mutually prepared by Sellers and Purchaser and attached hereto as Exhibit 1.02(b). If Purchaser or Sellers undertake to change such exhibit, such party must obtain the approval of Sellers or Purchaser, as the case may be, which will not be unreasonably withheld. The allocation and undertaking pursuant to this Section 1.02(b), and the following undertaking with respect to Tax reporting, have been specifically negotiated by Purchaser, on the one hand, and Sellers, on the other, at arms' length and are a part of the basis of this Agreement. Each of Purchaser and Sellers shall prepare its Tax Returns after the Closing employing the allocation made pursuant to this Section 1.02(b) and shall not take a position in any Tax proceeding, Tax audit or otherwise that is inconsistent with such allocation; provided, however, that nothing contained herein shall require Purchaser or Sellers to contest beyond or otherwise than by the exhaustion of administrative remedies before any Taxing authority or agency or to litigate before any court, including, without limitation, the United States Tax Court, any proposed deficiency or adjustment by any Taxing authority or agency which challenges such allocation. Each of Purchaser and Sellers shall give prompt notice to each other of the commencement of any Tax audit or the assertion of any proposed deficiency or adjustment by any Taxing authority or agency which challenges such allocation.
