Purchase Price Payment. The total Purchase Price for the Property is the amount of the successful bid for the parcel at public auction.
Purchase Price Payment. (a) The consideration payable by the Acquiror to the Company for the Acquired Assets will consist of (i) cash in an amount of $2,100,000; (ii) such number of PentaStar Shares (rounded to the nearest whole share) as have an aggregate Fair Market Value as of the date of this Agreement of $950,000 (such number of shares being referred to as the "Closing Shares"); (iii) the assumption of the Assumed Liabilities; and (iv) the Earn-Out Amount payable pursuant to Section 2.3(b) (collectively the "Purchase Price"). At the Closing, the Acquiror will (i) pay to the Company by wire transfer to an account designated by the Company $1,600,000 of the cash portion of the Purchase Price, (ii) deposit the remaining $500,000 of the cash portion of the Purchase Price (such $500,000 is referred to as the "Accounts Receivable Escrow Fund") and the stock certificates representing the Closing Shares into the Escrow Account with the Escrow Agent (which Closing Shares shall be issued by PentaStar in the name of the Company and contributed by PentaStar to the Acquiror immediately prior to the Closing) and (iii) assume the Assumed Liabilities. The Accounts Receivable Escrow Fund, the Closing Shares and the other property held in the Escrow Account shall be held and disbursed according to this Agreement and the Escrow Agreement.
(b) In addition to the cash portion of the Purchase Price and the Closing Shares payable and issuable at the Closing pursuant to Section 2.3(a), the Company shall be entitled to receive the Earn-Out Amount determined and payable as provided in this Section 2.3(b).
(i) PentaStar agrees that, during the Earn-Out Period, the Acquiror will conduct the operations represented by the Acquired Assets in the ETI Region as a separate subsidiary of PentaStar with no other operations. PentaStar agrees that, during the Earn-Out Period, it will not allocate any corporate expense or otherwise cause the ETI Region to incur any corporate or other expense not specifically related to the business of the ETI Region.
(ii) As soon as reasonably practicable after the end of the Earn-Out Period, and in any event by March 31, 2001, PentaStar will cause the independent auditors who audit its financial statements for the year 2000 to prepare an audited income statement of the Acquiror for the Earn-Out Period and a written calculation of the Earn-Out Amount (collectively, the "Earn-Out Financial Statements"). PentaStar will promptly provide a copy of the Earn-Out Financial Statements to...
Purchase Price Payment. The grand total price shown on Schedule 1 (the “Purchase Price”) plus the grand total tax shall be paid by Buyer in full, free of bank charges, within 5 banking days of the Effective Date in accordance with the banking information shown on Schedule 1.
Purchase Price Payment. 5.1 The Purchase price of the said unit is Rs. /- (Rupees
5.2 The Purchasers also agree to pay to the Developer/Promoter in addition to the said purchase price all applicable statutory outgoing and expenses on account of GST and any other taxes as may be applicable, betterment fees and all charges (in the manner as mentioned in Part IV of the Fifth Schedule hereto) and costs of extra works for any alterations in the said Unit which the Owner/ Promoter may provide at the request of the Purchasers subject to however permission and/or approval by architects and/or appropriate authorities as the case may be. The Purchasers shall also pay to the Developer/ Promoter any new development charges, levy or taxes imposed and/or made applicable by any Government and Semi-Government Authority before taking possession of the said unit.
5.3 In addition to the aforesaid purchase price, the Purchasers shall pay interest free deposits and additional amounts as detailed in Part-II and Part III of the Fifth Schedule hereunder written and payment of such amounts shall be made at or before taking possession of the Said Unit to the Owner/Promoter and in case the exact liability on any head cannot be quantified, then the payment shall be made according to the Owner’s/Promoter’s reasonable estimation subject to subsequent accounting and settlement within a reasonable period.
5.4 No right title and interest of any nature whatsoever is being created in favour of the Purchasers in respect of the said Unit by virtue of this agreement until the Purchasers have paid or deposited all the amounts herein agreed to be paid or deposited and until execution and registration of the Deed of Conveyance in favour of the Purchasers in respect thereof.
5.5 The Developer/ Promoter hereby agrees to allot to the Purchasers the Parking Space for his own use and not otherwise. Earmarking of the location and the parking number will be done at the time of handing over the possession of the Unit. Each allotted car parking space will entitle the Purchasers the right to park only one light motorized vehicle. In case of transfer of the Unit, the right to use the Parking Space shall be automatically transferred along with the Apartment/Unit. The right to use the Parking Space under no circumstances is separately transferable. The Purchasers agree that only the allotted Parking Space would be used exclusively for parking of his light motorized vehicle and would not be used as storage otherwise.
Purchase Price Payment. Purchaser shall deliver to SAFEDOX the sum of $5,000 in payment of the 16,667 shares of Common Stock purchased by Purchaser hereunder, a per share price of $.30, which payment shall be delivered as provided in paragraphs VI and VII hereinbelow.
Purchase Price Payment. Buyer paid Seller the aggregate Purchase Price for the Assets.
Purchase Price Payment. The aggregate amount to be paid by Buyers for the Purchased Shares shall be an amount equal to $112,000,000 (the “Base Purchase Price”), minus (i) the amount of any Working Capital Decrease (or plus the amount of any Working Capital Increase), minus (ii) the Company Transaction Expenses, minus (iii) the Closing Indebtedness, plus (iv) the Closing Cash (such net amount, the “Purchase Price”). At the Closing, Buyers shall pay, or cause to be paid, the Net Estimated Purchase Price and other amounts as follows:
(i) the Estimated Company Transaction Expenses shall be paid to the payee or payees thereof in accordance with Section 2.2(b);
(ii) the Estimated Funded Indebtedness shall be paid to the holders thereof identified in the Estimated Closing Statement, by wire transfer of immediately available funds to the bank account or bank accounts as is designated by the applicable holder in such holder’s Payoff Letter or by Xxxxx Fargo Bank in the Xxxxx Fargo Releases;
(iii) each of the Adjustment Escrow Amount and the Indemnity Escrow Amount shall be deposited with the Escrow Agent in accordance with Section 2.3; and
(iv) subject to Section 2.2(c) below, the Estimated Purchase Price minus the Adjustment Escrow Amount minus the Indemnity Escrow Amount (the resulting amount, the “Net Estimated Purchase Price”) shall be paid to Sellers as designated in the Closing Allocation Statement, by wire transfer of immediately available funds to the bank account as is designated in the Estimated Closing Statement.
Purchase Price Payment. The Purchase Price shall be payable from Buyer to Seller or Seller’s agent as follows:
(i) by application of the Deposit; and
(ii) by payment of the balance of the Purchase Price by certified check or wire transfer payable at Closing.
Purchase Price Payment. The Purchase Price in the amount and manner set forth in Article 2.
Purchase Price Payment. (a) Subject to the terms and conditions contained herein, Seller hereby agrees to sell, transfer and assign to Buyer (or an Affiliate of Buyer as designated by Buyer), and Xxxxx hereby agrees to purchase, acquire and accept from Seller the Purchased Shares to be sold by Seller hereunder for a purchase price of $7.55 per Purchased Share held by Seller, the “Purchase Price”), in each case, net of Seller’s pro rata portion of the expenses described on Schedule IV (the “Selling Expenses”) and paid in cash in immediately available funds to the account(s) hereafter designated by Seller. Contemporaneously with the delivery of Seller’s respective portion of the Purchase Price, Seller will cause to be delivered to Buyer (or its designee) the Purchased Shares to be sold hereunder by Xxxxxx (or evidence of book-entry delivery), free and clear of all security interests, claims, liens and encumbrances of any nature, including any rights of third parties in or to such interests (other than restrictions on transfer under applicable federal and state securities Laws). When used in this Agreement, “Affiliate” means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by or is under common control with such Person. For purposes of the immediately preceding sentence, the term “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through ownership of voting securities, by Contract or otherwise; provided that, for purposes of this Agreement, in no event shall the Company, Holdings or any of their respective subsidiaries be deemed an Affiliate of Seller hereunder. “Person” means any natural person, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, foundation, unincorporated organization or government or other agency or political subdivision thereof, or any other entity or group comprised of two or more of the foregoing.
