Purchase Price for the Purchased Assets. In consideration of the sale, assignment, transfer, conveyance and delivery of the Purchased Assets by the County to the Buyer and in reliance on the representations, warranties, covenants and agreements made by the County in this Agreement, the Buyer shall pay the County a price (the “Purchase Price”) equal to the Net Asset Value (as defined below in Section 4.3) of the Purchased Assets as of the Closing Date and the Buyer shall also assume the Assumed Liabilities. The Purchase Price shall be paid by the Buyer to the County as follows: (i) the assumption of the payment of the Bond Indebtedness (as defined below in Section 2.4(b)) of the County as provided below in Section 2.4(b) of this Agreement and (ii) to the extent that the Net Asset Value of the Purchased Assets as of the Closing exceeds the Bond Indebtedness to be paid as provided in Section 2.4(b), then the positive difference (if any) shall be paid by the Buyer to the County in cash, at the Closing. Alternatively, upon application by the Buyer to the County at least sixty (60) days prior to the date otherwise fixed for Closing, and with the County's consent, the amount of the cash portion of the Purchase Price shall be financed by the County, and shall be repaid upon such terms, and at such rate of interest as the County and the Buyer shall agree; in which case the Buyer's repayment obligation shall be evidenced by the Buyer's promissory note delivered by the Buyer to the County at the Closing (the “NAV Note”).
Purchase Price for the Purchased Assets. In consideration of the sale, assignment, transfer, conveyance and delivery of the Purchased Assets by the County to the Buyer and in reliance on the representations, warranties, covenants and agreements made by the County in this Agreement, at the Closing, the Buyer shall: (x) pay to the County, a sum equal to the Net Asset Value (as defined below in Section 4.3) of the Purchased Assets as of the Closing (“Cash Purchase Price”), and (b) assume the Assumed Liabilities (together with the Cash Purchase Price, the “Purchase Price”).
Purchase Price for the Purchased Assets. Buyer shall pay, or cause to be paid, the sum of One Million and One Hundred and Fifty Thousand Dollars ($1,150,000) (the “Purchase Price”), payable as follows:
Purchase Price for the Purchased Assets. The purchase price for the Purchased Assets is $21,250,000, plus the Final NWC Adjustment (such sum, the “Purchase Price”), payable as and when provided in this Article III.
Purchase Price for the Purchased Assets. In consideration of the sale, assignment, transfer conveyance and delivery of the Purchased Assets by Seller to Buyer and in reliance on the representations, warranties, covenants and agreements made by Seller in this Agreement, Buyer shall pay Seller as set forth below:
(i) at the Closing, the sum of Three Million One Hundred Thousand and 00/100 Dollars ($3,100,000.00) (the “Cash Purchase Price”), plus the current payoff amount of any secured debt or debt associated with the water system, including the Real Property (which payoff amounts shall be paid directly to such lenders by Buyer) (the “Loan Payoff Amount”); and
(ii) In addition to the Cash Purchase Price and the Loan Payoff Amount, Buyer shall pay to Seller the difference between Five Million and 00/100 Dollars ($5,000,000.00) and the combined sum of the Cash Purchase Price and the Loan Payoff Amount, in five (5) equal annual installments (collectively, the “Annual Installments” and each, individually, an “Annual Installment”). The first such Annual Installment shall be due and payable one (1) year after the date of Closing. Each subsequent Annual Installment shall be due and payable one (1) year thereafter until all such Annual Installments have been paid by Buyer to Seller. Each Annual Installment shall be payable with interest at an annual rate of two percent (2.0%) calculated from the date of Closing to the date of its payment. Such Annual Installments shall be funded with the fees specified in Section 7.4(c).”
Purchase Price for the Purchased Assets. In consideration of the sale, assignment, transfer, conveyance and delivery of the Purchased Assets by Port Deposit to the Buyer and in reliance on the representations, warranties, covenants and agreements made by Port Deposit in this Agreement, at the Closing, the Buyer shall: (a) pay to Port Deposit Two Hundred Fifty Thousand Dollars, $250,000, less the Deposit and any moneys owed to Artesian Utility Development, Inc. for operating the plant and equipment prior to Closing, (b) deliver a Promissory Note in the sum of Eight Hundred Thousand Dollars ($800,000) (the “Promissory Note”) payable in four equal installments of $200,000 on the first day of July following the Closing and annually thereafter on the first day of July, and (c) assume the Assumed Liabilities.
(i) The Buyer shall execute and deliver to Port Deposit at Closing, a Confessed Judgment Promissory Note in form and substance satisfactory to Port Deposit and its counsel for the remaining portion of the Purchase Price, payable in four equal annual installments on the first day of July following the Closing and annually thereafter on the first day of July, with interest payable annually at the rate of five percent (5%) per annum, compounded daily on the basis of 360 days per year. The Promissory Note shall also include provision for acceleration, default interest, attorney’s fees, waiver of jury trial and consent to service and exclusive jurisdiction in the Circuit Court for Xxxxx County, Maryland;
(ii) the Promissory Note shall be secured by the Purchased Assets pursuant to a security agreement, deed of trust and financing statements (a.k.a. UCC Statements) delivered by the Buyer to the Town at Closing and in form and substance satisfactory to Port Deposit and its counsel, which shall include provisions for the waiver of jury trial and consent to service and exclusive jurisdiction in the Circuit Court for Xxxxx County, Maryland.
(iii) the Promissory Note shall be guaranteed by Guarantor in form and substance satisfactory to the Town and its counsel which shall also contain provision for attorney’s fees, waiver of jury trial and consent to service and exclusive jurisdiction in the Circuit Court for Xxxxx County, Maryland.
Purchase Price for the Purchased Assets. In consideration of the sale, assignment, transfer, conveyance and delivery of the Purchased Assets by Seller to Buyer and in reliance on the representations, warranties, covenants and agreements made by Seller in this Agreement, at the Closing Buyer shall pay Seller as set forth in Section 3.3(b) below the following amounts (collectively, the “Cash Purchase Price”):
(i) the sum of Two Million and 00/100 Dollars ($2,000,000.00), plus
(ii) the sum of Fifty-One Thousand Nine Hundred Ninety-Two and 00/100 Dollars ($51,992.00), being the aggregate amount substantiated by documentation that Seller has provided to Buyer relating to work performed during calendar year 2019 on Well No. 5, plus
(iii) the sum of Thirty Thousand and 00/100 Dollars required by the Parcel Easement (as defined in Section 3.3(a)(iii) below).
Purchase Price for the Purchased Assets. In consideration of the sale, assignment, transfer, conveyance and delivery of the Purchased Assets by Seller to Buyer and in reliance on the representations, warranties, covenants and agreements made by Seller in this Agreement, at the Closing Buyer shall pay Seller the sum of Three Million Six Hundred Thousand and 00/100 Dollars ($3,600,000.00) (“Cash Purchase Price”) as set forth in Section 3.3(b) below.
Purchase Price for the Purchased Assets. Subject to the other terms of this Agreement, the Purchase Price for the Purchased Assets shall be the sum of:
(a) Two Million One Hundred Twenty-Five Thousand Two Hundred Sixty-Nine Dollars ($2,125,269.00), less the amount of any funded indebtedness of Seller in excess of $1,507,486.00 as of the Closing Date;
(b) The liabilities assumed or paid off at Closing under Section 3.1; and
(c) Any amount that may be paid pursuant to Section 4.4 and/or Section 4.5 that is allocated to the Purchase Price. The sum of the items contained in Sections 4.1(a), (b) and (c) above shall be adjusted by the amounts determined under Sections 4.1(d) and/or (e), as follows:
(d) If the Net Asset Amount of the Seller as of the Closing Date as shown on the Pro Forma Balance Sheet is less than Six Hundred Twenty-Nine Thousand Seventy-Six Dollars ($629,076.00), the Purchase Price shall be decreased on a dollar-for-dollar basis equal to the difference between $629,076.00 and such amount. In the event the Net Asset Amount of the Seller as of the Closing Date is greater than $629,076.00, no increase to the Purchase Price shall be made under this Section 4.1(d). The determination of the Net Asset Amount shall be made in the manner provided for in Section 5.1 hereof.
(e) If the 2001 Annualized EBITDA is less than Seven Hundred Three Thousand Dollars ($703,000.00), the Purchase Price shall be decreased once the shortfall exceeds Ten Percent (10%), or Seventy Thousand Three Hundred Dollars ($70,300.00) of such amount. In such event, any shortfall below $632,700.00 shall reduce the Purchase Price by the amount of such shortfall multiplied by two (2) provided; however, that such reduction will be set off against the $400,000 subordinated promissory note described in Section 4.2(b) and the amount of such reduction shall not exceed the principal and interest on such noteIn the event that the 2001 Annualized EBITDA is greater than $703,000.00, no increase to the Purchase Price shall be made under this Section 4.1(e). The determination of the 2001 Annualized EBITDA shall be made in the manner provided for in Section 5.2 hereof.
Purchase Price for the Purchased Assets. Subject to the terms and conditions of the Agreement, in consideration of the sale, assignment, transfer and conveyance to Purchaser of the Purchased Assets, at the Closing, the Purchaser shall (i) pay the Total Purchase Price less the Escrow Amount to the Seller Parent by wire transfer of immediately available funds (the “Closing Payment”); and (ii) assume the Assumed Liabilities.
