Purchase Price Payable Sample Clauses

Purchase Price Payable. In reliance on the representations and warranties of the Seller and the Shareholder, and the performance of the covenants and fulfillment of the conditions set forth in this Agreement, Purchaser will, at the Closing, purchase the Transferred Assets from the Seller, and in respect thereof will, subject to the provisions of this Agreement, pay an aggregate purchase price (“Purchase Price”) to Seller and Shareholder equal to the sum of the amounts set forth in (i) and (ii), below.

Purchase Price Payable. In reliance on the representations and warranties of the Seller and the performance of the covenants and fulfillment of the conditions set forth in this Agreement, Purchaser will, at the Closing, purchase the Assets from the Seller and in respect thereof will, subject to the provisions of this Agreement, pay an aggregate purchase price (“Purchase Price”) to Seller equal to the sum of the amounts set forth in (1) and (2) below. (1) Deliver 60,000,000 of iGambit Inc.’s Common voting shares to the Seller, or Seller’s designees at Closing; and (2) Purchaser shall assume the “Assumed Liabilities”

Purchase Price Payable. In reliance on the representations and warranties of the Seller and the Shareholders, and the performance of the covenants and fulfillment of the conditions set forth in this Agreement, Purchaser will, at the Closing, purchase the Assets from the Seller and in respect thereof will, subject to the provisions of this Agreement, pay an aggregate purchase price (“Purchase Price”) to Seller equal to the sum of the amounts set forth in (1) and (2) below. (1) The Agreed Liability Amount, payable pursuant to the provisions of Section 2.2(b) below; and (2) The Contingent Quarterly Payment and the Additional Contingent Payment (collectively, the “Contingent Payment”), if applicable in each case, calculated and payable in accordance with Sections 2.2(c) and 2.2(d) below.

Purchase Price Payable. In reliance on the representations and warranties of the Seller and the Shareholder, and the performance of the covenants and fulfillment of the conditions set forth in this Agreement, Purchaser will, at the Closing, purchase the Assets from the Seller and the all of the IGXUK Shares from the Shareholder, and in respect thereof will, subject to the provisions of this Agreement, pay an aggregate purchase price (“Purchase Price”) to Seller and Shareholder equal to the sum of the amounts set forth in (1), (2), (3) and (4) below. (1) $1,500,000 at Closing (“Purchase Payment”), payable as follows: (i) $500,000 in cash; and (ii) Purchaser shall execute a promissory note, which shall be guaranteed by iGambit, and issue the same to Shareholder in the principal sum of $1,000,000, plus any balance of the Agreed Liabilities Amount due to be paid to applicable Creditors pursuant to Section 2.2(b)(2) below, bearing interest at the rate of 6% A.P.R., with a maturity date of the earlier of (1) iGambit’s completion of a capital raising transaction (or a series of related transactions) with gross proceeds of at least $5 Million or (2) January 1, 2014, substantially in the form attached as Exhibit 2.2(a)(1)(ii) (the “Shareholder Note”). (2) The Agreed Liability Amount, payable pursuant to the provisions of Section 2.2(b) below; (3) IGXUS (or, at the direction of IGXUS, the Shareholder) will also receive an aggregate of 3.75 million iGambit Common voting shares (the “Shares”) over a three-year period starting on the first through third (3rd) anniversary of the Closing Date, based upon the following: (i) Year 1: 1.25 million Shares. The issuance of 937,500 Shares is conditioned upon IT Solutions Business revenue for the year ended December 31, 2013 being $44,000,000 (the “Year 1 Revenue Threshold”); and the issuance of 312,500 Shares is conditioned upon EBITDA for the year ended December 31, 2013 being $1,700,000 (the “Year 1 EBITDA Threshold”). (ii) Year 2: 1.25 million Shares. The issuance of 937,500 Shares is conditioned upon IT Solutions Business revenue for the year ended December 31, 2014 being $48,000,000 (the “Year 2 Revenue Threshold”); and the issuance of 312,500 Shares is conditioned upon EBITDA for the year ended December 31, 2014 being $2,400,000 (the “Year 2 EBITDA Threshold”); provided, however, that: (A) to the extent that the IT Solutions Business revenue for the year ended 12/31/13 exceeded the Year 1 Revenue Threshold (the “Year 1 Excess Revenue”), such Yea...

Purchase Price Payable. In reliance on the representations and warranties of the Seller and the performance of the covenants and fulfillment of the conditions set forth in this Agreement, Purchaser shall at the Closing, purchase the Assets from the Seller and in respect thereof shall, subject to the provisions of this Agreement, pay an aggregate purchase price (“Purchase Price”) to Seller set forth below. (1) Deliver 500,000 shares of iGambit Inc.’s common voting stock to the seller herein at Closing; (2) Seller will also receive options to purchase, iGambit Inc. Common voting shares over a three-year period starting on the first through third anniversary of signing of this agreement, based upon the following: i. Year 1 the option shall be to purchase 500,000 common voting shares at $.01 per share. The exercise of this stock option is conditioned upon the performance of the Development Business. The exercise of this option in conditioned upon Development Business revenue for the year ended December 31, 2010 $1.2 million with a net of approximately $100,000.00 ii. Year 2 the option shall be to purchase 500,000 common voting shares at $.01 per share. The exercise of this stock option is conditioned upon the performance of the Development Business. The exercise of this option in conditioned upon Development Business revenue for the year ended December 31, 2011 to be approximately $1.5 million with a net of approximately (within 75%) $150,000. iii Year 3 the option shall be to purchase 500,000 common voting shares at $.01 per share. The exercise of this option in conditioned upon Development Business revenue for the year ended December 31, 2012 to be approximately $2.0 million with a net of approximately (within 75%) $200,000. (3) Purchaser shall assume the “Agreed Accounts Payables”