Purchase Price for the Assets Sample Clauses

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. (a) In consideration of the transfer to the Buyer of the Transferred Assets, the Buyer shall (i) pay to the Seller the Cash Purchase Price, as adjusted pursuant to Sections 1.4(b) and (c) below, and (ii) assume, to the extent and only to the extent such obligations are not Pre-Effective Obligations, only those (A) payment obligations of the Seller with respect to any Trade Payables and Accrued Liabilities and (B) obligations of the Seller under the express written terms of the Entitlements that are set forth on Schedule 1.4(a) (collectively, the "Assumed Liabilities"). The Cash Purchase Price and the Assumed Liabilities are herein collectively referred to as the "Purchase Price". (b) The Cash Purchase Price shall be paid as follows: (A) One Million Eight Hundred Thousand Dollars ($1,800,000) shall be paid at Closing (B) One Million Dollars ($1,000,000) (the "Basic Cash Purchase Price Balance"), as adjusted pursuant to Sections 1.4(b) and (c), shall be paid on the later of (i) five business days of receipt of audited financial statements that are prepared in accordance with GAAP (as defined in Section 2.6 below) for the twelve months ended December 31, 2003 or (ii) within two business days after all obligations of the Seller to Buyer under this Agreement, other than any Seller obligations under Article 7.0 hereof, have been fully satisfied, and (C) Two Hundred Thousand Dollars ($200,000), plus accrued interest at a rate equivalent to the interest rate payable on a one year certificate of deposit as quoted by Bank of America N.A. in Los Angeles, California as of the Closing Date (collectively, the "Holdback Amount"), shall be paid on the 366th day (or, if not a day on which business is regularly transacted, the first Business Day thereafter) following Closing less the amount of any Buyer Losses that are subject to indemnification by the Seller pursuant to Section 7.1 hereof; provided that any and all claims of Buyer Losses purporting to reduce payment to Seller of the Holdback Amount shall be subject to and made in accordance with Sections 7.3 through 7.6 hereof. The Seller shall retain, and Buyer shall have no interest in or responsibility for, any cash, accounts receivable, accounts payable or any other expense, liability or claim arising out of or relating to the operations of the Business or the Seller through December 31, 2003. The Seller and the Buyer shall make such prorations and adjustments to the consideration being delivered hereunder for the Busi...

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. 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. 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. The purchase price for the Assets described in Section 1 (the "Purchase Price") shall be an amount equal to $825,000.

Purchase Price for the Assets. Subject to the terms and conditions of this Agreement, the purchase price (the “Purchase Price”) for the Assets shall be Twenty-Four Million One Hundred and Twenty Thousand Dollars ($24,120,000). The Purchase Price shall be payable directly to the Seller on the Closing Date by wire transfer.