Purchase Price; Manner of Payment. (a) Subject to adjustment as set forth in subsection (b) of this Section 2.02 and Section 2.06 and Section 2.07, the consideration for all of the Securities, the Roseland Property Assets and the Transferred Interests shall be an aggregate amount (the “Purchase Price”) equal to (i) One Hundred Fifteen Million Fifteen Thousand Nine Hundred Thirty Two Dollars ($115,015,932) in cash, to be paid at Closing in accordance with subsection (c) hereof (the “Closing Cash Payment”), plus (ii) the assumption of the Assumed Roseland Property Liabilities, plus (iii) the Earnout contemplated by subsection (d) hereof.
(b) The Closing Cash Payment shall be:
(A) increased by the amount of Cash on the Closing Date, net of checks then outstanding (it being understood that if such amount is a negative number, such amount shall be subtracted from, rather than added to, the Closing Cash Payment);
(B) decreased by the amount of Indebtedness of the Companies to be repaid in accordance with the Payoff Letters (as herein defined); and
(C) increased by the amount by which the Estimated Working Capital exceeds the Working Capital Target, or decreased by the amount by which the Working Capital Target exceeds the Estimated Working Capital.
(c) At the Closing, the sum of Thirty Four Million Seventy Nine Thousand Six Hundred Eighty Four Dollars ($34,079,684) (the “Escrow Deposit”) shall be deducted from the Closing Cash Payment and shall be deposited by Purchaser in escrow with US Bank Corporate Trust Services, as escrow agent (the “Escrow Agent”), pursuant to and in accordance with an Escrow Agreement among Seller, Purchaser, the Parents and the Escrow Agent, in the form attached hereto as Exhibit B (the “Indemnity Escrow Agreement”), and the balance of the Closing Cash Payment, less the Tax Escrow (if any) and less the amount of Indebtedness of the Companies and the Transferred Entities to be repaid pursuant to the Payoff Letters, shall be paid by Purchaser to Seller, by wire-transfer to the Purchase Price Bank Account. The Parties agree, and the Indemnity Escrow Agreement shall provide, in part, that the Escrow Deposit shall secure certain of the indemnification obligations of Seller and the Principals in connection with any claims for indemnification made by any Purchaser Indemnified Party under Article VIII of this Agreement, to the extent provided in Article VIII hereof. The Escrow Deposit shall be managed by the Escrow Agent in accordance with the terms of the Indemnity Escrow Agree...
Purchase Price; Manner of Payment. (a) The aggregate purchase price (the "PURCHASE PRICE") for the Assets shall be the cash sum of EURO 2,480,067,205 LESS the full amount of any distributions declared and paid or payable to Target's shareholders after the date hereof and prior to the Closing (including the -11-
Purchase Price; Manner of Payment. In consideration for the Goodwill, the Purchaser shall pay the Seller the Aggregate Purchase Price, which shall consist of the Initial Purchase Price and the Deferred Purchase Price.
Purchase Price; Manner of Payment. The Purchase Price is ($ ) (“Purchase Price”), which is payable as follows: Deposit Money paid on account of the Purchase Price upon signing of this Agreement, the receipt of which is hereby acknowledged pursuant to the provisions of paragraph 4 (“Deposit Money”) $ Balance to be paid at Closing by certified, bank or cashier's check $ Unless a Refund Exception (as defined below) applies, the Deposit Money is NOT refundable and shall be paid to Seller upon notice to the Escrow Agent in the event this Agreement terminates prior to Closing. A “Refund Exception” is any one of the following circumstances: (a) in the event the Seller is unable to convey and/or to cause to be conveyed, the quality of title to the Property as set forth in this Agreement, provided, however, the Seller was given a reasonable time to cure and/or correct the title issue; or (b) Buyer is ready, willing, and able to close and Seller refuses or is unable to close or otherwise breaches any terms of this Agreement through no fault of Buyer. In cases where a Refund Exception applies, the Deposit Money shall be immediately refunded to the Buyer upon notice to Escrow Agent if the Agreement is terminated prior to Closing.
Purchase Price; Manner of Payment. (a) Upon the terms and subject to the conditions contained in this Agreement, in reliance upon the representations, warranties and agreements of the Seller contained herein, and in consideration of the aforesaid sale, assignment, transfer and delivery of the Assets, on the Closing Date the Buyer will assume the Assumed Liabilities and will discharge, pursuant to appropriate payoff letters or otherwise, immediately subsequent to the Closing the debt of Seller listed on Section 1.2 of the Disclosure Schedule with an aggregate principal and interest balance of $32,500,000.00 (the “ Up-Front Purchase Price ”) plus an additional aggregate principal and interest balance of $600,289.57. At the Closing (as hereinafter defined), the Buyer shall deliver the Up-Front Purchase Price by wire transfer of immediately available funds to the accounts set forth across from each debtor specified in Section 1.2 of the Disclosure Schedule. (b) Pursuant to the terms and conditions of an Earnout Agreement by and between Buyer and Seller in the form attached hereto as Exhibit B (the “ Earnout Agreement ”), the Buyer shall pay Seller the Earnout Amount (as defined therein), if any, calculated in accordance with the terms and conditions of the Earnout Agreement and subject to the Buyer’s right of set-off contained therein. The Up-Front Purchase Price plus the Earnout Amount is referred to herein as the “ Final Purchase Price .”
Purchase Price; Manner of Payment. 1.5.1. At the Initial Closing, the Investor shall exchange five million dollars ($5,000,000) in principal amount of Outstanding Notes for five thousand (5,000) Units, each Unit consisting of (i) one (1) Series B-1 Preferred Share (which initially may be converted into 1000 Conversion Shares pursuant to the terms of the Certificate of Designation) and (ii) Warrants with a term of five (5) years from the date of issuance to purchase 1000 Warrant Shares at an initial exercise price of $1.10 per share.
1.5.2. At one or more Subsequent Closings, Investors shall have the option to purchase up to an aggregate of fifteen thousand (15,000) additional Units at a price of one thousand dollars ($1,000) per Unit, which purchase price shall be paid via wire transfer of immediately available funds in accordance with wire instructions provided by the Company. The number of Units to be purchased by each Investor at a Subsequent Closing shall be as set forth opposite the Investor's name on the Notice of Additional Investment.
Purchase Price; Manner of Payment. The purchase price ("Purchase Price") to be paid by Purchaser to Seller for the Property shall be the sum of FOUR MILLION EIGHT HUNDRED THOUSAND DOLLARS ($4,800,000.00), subject to credits, prorations and adjustments as provided in this Agreement. The Purchase Price shall be payable by Purchaser to Seller at the Closing. The purchase price shall be paid by Purchaser in an installment basis with TWO MILLION ONE HUNDRED THOUSAND DOLLARS ($2,100,000.00) due and payable at Closing (subject to credits, prorations and adjustments) and TWO MILLION SEVEN HUNDRED THOUSAND DOLLARS ($2,700,000.00) due and payable within 2 (two) years from the date of Closing. The Purchaser shall execute a Promisory Note with respect to a final payment of Two Million Seven Hundred Thousand Dollars ($2,700,000.00) Purchaser agrees to pay fifty percent (50%) of the Note within one (1) year of closing. Purchaser further agrees to pay the remaining 50% of the Note within a year of making the initial payment on the Note. Purchaser shall execute a First Mortgage in favor of Seller which will secure Purchaser’s payment of the Promissory Note. The Purchaser and Seller acknowledge and accept that the Promissory Note and Mortgage will wrap an existing Mortgage issued by Seller to Xxxx Xxxxxxxx. Seller shall be obligated to continue to pay and to satisfy the existing mortgage no later than April 30, 2012 or expiration of the leaseback agreement . The Purchaser and Seller agree that there shall be no pre- payment penalty in the event the Seller request final payment before expiration of the installment period.
Purchase Price; Manner of Payment. Upon the terms and subject to the conditions contained in this Agreement, in reliance upon the representations, warranties and agreements of the Securityholders contained herein, and in consideration of the Initial Disposition and the Second Disposition:
(a) On the date hereof Acquiror will pay or cause to be paid to each Securityholder, in the form of a bank check or certified check payable to the order of such Securityholder, an amount equal to the product of (x) $14.00 times (y) the number of Initial Disposition Shares to be sold by such Securityholder (the "Initial Purchase Price"); and
(b) On the Second Disposition Effective Date, Acquiror will pay or cause to be paid to each Securityholder, in immediately available funds by wire transfer to bank accounts designated three (3) business days in advance by each of the Securityholders or in the form of a bank check or certified check payable to each of the Securityholders, an amount equal to (i) in the case of Second Disposition Shares which are shares of Company Common Stock, the product of (x) $14.00 times (y) the number of Second Disposition Shares to be sold by such Securityholder, and (ii) in the case of Second Disposition Shares which are Company Option Securities, a cash payment equal to the product of (x) the number of shares of Company Common Stock subject to such Company Option Security and (y) the excess, if any, of $14.00 over the per share exercise price of the Company Option Security (the "Second Disposition Price" and, together with the Initial Purchase Price, the "Aggregate Purchase Price").
Purchase Price; Manner of Payment. (a) As consideration for the Acquisition Sub's purchase of the Business Shares, Buyer shall pay to Seller an aggregate of $10,000 (the "Cash Purchase Price"), by wire transfer in immediately available funds to an account designated by Seller, and shall issue to Seller shares of Buyer's common stock, par value $.01 per share ("Buyer Common Stock"), with the specific number of shares to be determined as follows, rounding all fractional share calculations down to the nearest whole number (collectively, the "Buyer Shares"):
(i) if the Specified Price Per Share is less than or equal to $82.00, then Buyer shall issue to Seller an aggregate of 3,048,780 shares of Buyer Common Stock;
(ii) if the Specified Price Per Share is greater than $82.00 and less than or equal to $86.00, then Buyer shall issue to Seller, in the aggregate, such number of shares of Buyer Common Stock as shall equal the quotient of 250,000,000 divided by the Specified Price Per Share; or
(iii) if the Specified Price Per Share is greater than $86.00, then Buyer shall issue to Seller an aggregate of 2,906,980 shares of Buyer Common Stock.
Purchase Price; Manner of Payment. (a) In exchange for the sale of the Purchased Assets to the Buyer and the sale of the Seller Equity Interests to the Buyer Entities, subject to the terms and conditions set forth herein, the Buyer will pay to the Sellers and the other Selling Shareholders an aggregate amount equal to $100,000,000 (the “Purchase Price”), minus the amount, if any, by which the final Closing Net Working Capital as determined pursuant to Section 1.11 is less than the Target Net Working Capital.
(b) Omitted.
