Purchase Price; Payment at Closing. At the Closing, Purchaser shall pay to Seller the Closing Date Cash Purchase Price. The Closing Date Purchase Price is subject to further adjustment post-Closing pursuant to Sections 3.5 and 3.6; provided that if no adjustment is made post-Closing to the Closing Date Purchase Price pursuant to Sections 3.5 and 3.6, the Closing Date Purchase Price shall be the Final Purchase Price for purposes of this Agreement.
Purchase Price; Payment at Closing. (a) The aggregate purchase price to be paid in exchange for the acquisition by the Buyer of all outstanding capital stock of the Company and any other equity securities of the Company (including, without limitation, all outstanding unexpired and unexercised options, warrants or other rights to acquire or receive any capital stock of the Company, or stock appreciation, phantom stock, profit participation or other similar rights with respect thereto, whether vested or unvested, if any) and the covenants of the Stockholder pursuant to ARTICLE X shall be Twenty-Six Million Eight Hundred Thousand Dollars ($26,800,000.00) (as adjusted pursuant to Section 1.4 hereof, the “Purchase Price”).
(b) At the Closing, the Buyer shall pay to the Stockholder, by wire transfer of immediately available funds to an account (domestic or international) designated by the Stockholder on the Flow of Funds Memorandum, an amount (the “Closing Payment”) equal to (i) the Purchase Price (as adjusted), less (ii) the sum of (A) the Escrow Deposit, (B) the Tax Escrow Deposit, (C) the Transaction Bonus Amount, (D) the Non-Ordinary Course Liabilities (as set forth in the Estimated Closing Statement), and (E) the Indebtedness for Borrowed Money as of immediately prior to the Closing (as set forth in the Estimated Closing Statement). At least two (2) Business Days prior to the Closing, the parties shall agree upon a flow of funds memorandum (the “Flow of Funds Memorandum”) which shall set forth all payments required to be made by or on behalf of all parties at the Closing, including for each such payment an identification of the payor, the payee, the amount and the wire transfer information.
Purchase Price; Payment at Closing. At the Closing, the Purchaser shall pay to the Seller an amount equal to $29,000,000, (A) plus the amount, if any, by which the Estimated Closing Date Net Working Capital exceeds the Target Net Working Capital, or minus the amount, if any, by which the Target Net Working Capital exceeds the Estimated Closing Date Net Working Capital (the “Preliminary Cash Purchase Price”), minus (B) the Escrow Amount by wire transfer of immediately available funds to such account or accounts notified in writing by the Seller to the Purchaser (the “Closing Date Payment”).
Purchase Price; Payment at Closing. In consideration for the Securities purchased pursuant to this Article II, Buyers shall pay, in accordance with the terms of this Article II, an aggregate of $43.25 million less:
(a) the amount paid by Innova Global Management LP (Canada) for the designs and intellectual property purchased from Xxxxxx Manufacturing in accordance with Section 7.1(n),
(b) an amount equal to $216,250 that will be held and released in accordance with the terms of the Escrow Agreement, (the “Base Amount”), as adjusted pursuant to the terms of this Agreement, including Sections 2.3 and 2.4 (as so adjusted, the “Purchase Price”). At Closing, Buyers shall pay to Sellers an aggregate amount equal to the Estimated Purchase Price, by wire transfer of immediately available funds, in accordance with the instructions provided by Sellers to Buyers in writing no later than two (2) Business Days prior to the Closing.
Purchase Price; Payment at Closing. The Purchase Price for the Property shall be Twenty Million One Hundred Seventy Five Thousand Dollars ($20,175,000). The Purchase Price, plus or minus prorations and adjustments as provided for herein, shall he paid by Buyer to Seller by wire transfer through Escrow at the Closing.
Purchase Price; Payment at Closing. Upon the terms and subject to the conditions in this Agreement, and in consideration for the Sale, Purchaser shall pay and deliver to Seller an amount equal to the sum of (a) Fourteen Million dollars ($14,000,000.00), (the “Base Purchase Price”); and (b) the Estimated Excess Net Equity (collectively with the Base Purchase Price, the “Preliminary Purchase Price”). The Preliminary Purchase Price shall be subject to post-closing adjustment by the Net Equity Adjustment Amount (defined in Section 2.5) in accordance with Section 2.5, the additional post-closing CMS Part D adjustments as set forth below in Section 2.6(a) and the additional post-closing Medicare Risk adjustments as set forth below in Section 2.6(b) (the Preliminary Purchase Price, as so adjusted, is referred to herein as the “Purchase Price”). At Closing, Purchaser shall cause the Preliminary Purchase Price to be paid to Seller as follows: (i) One Million Four Hundred Thousand dollars ($1,400,000.00), representing the Escrow Fund to be deposited with Escrow Agent pursuant to this Agreement, shall be wire transferred by Purchaser to Escrow Agent to an account designated by Escrow Agent for receipt thereof; and (ii) the balance of the Preliminary Purchase Price shall be wire transferred by Purchaser to Seller to an account designated by Seller for receipt thereof.
Purchase Price; Payment at Closing. In consideration for the Shares purchased pursuant to this Article II, Buyer shall pay, in accordance with the terms of this Article II:
(a) Twenty Two Million Seventy Seven Thousand Five Hundred Dollars ($22,077,500 U.S.) (the “Base Amount”),
(b) plus the amount of Final Cash,
(c) minus the amount of Final Outstanding Checks, Closing Indebtedness and Company Transaction Expenses, and
(d) plus (if positive) or minus (if negative) an amount equal to the Final Change in Working Capital. The Base Amount will be adjusted pursuant to the terms of this Agreement, including Sections 2.3 and 2.4 (as so adjusted, the “Purchase Price”). At Closing, Buyer shall (i) pay to Seller an amount equal to the Estimated Purchase Price less the Escrow Amount, by wire transfer of immediately available funds, in accordance with the instructions provided by Seller no later than two (2) Business Days prior to the Closing, (ii) deliver the Escrow Amount to the Escrow Agent to be held pursuant to the Escrow Agreement, by wire transfer of immediately available funds, in accordance with the instructions provided by the Escrow Agent no later than two (2) Business Days prior to the Closing, and (iii) on behalf of the Company and the Operating Company, pay or cause to be paid the Closing Indebtedness and the Company Transaction Expenses as described in the Estimated Closing Statement.
Purchase Price; Payment at Closing. (a) The “Purchase Price” shall equal the Cash Asset Price plus the Final Closing Net Working Capital (as is finally determined pursuant to Section 3.02 hereof). Subject to the terms and conditions set forth in this Agreement, in reliance upon the covenants, agreements, representations and warranties of the Sellers and the guaranty of Parent contained herein, and in consideration of the aforesaid sale, assignment, transfer, conveyance and delivery of the Purchased Assets to Buyer, at the Closing, Buyer shall (i) assume the Assumed Liabilities in accordance with Section 2.03 hereof, (ii) pay the Closing Payment by causing (A) Buyer’s Purchase Letter of Credit to be issued to Sellers, and (B) Buyer’s Escrow Letter of Credit to be issued to the Escrow Agent in accordance with the provisions of Section 3.01(b) hereof. On January 2, 2014, pursuant to the terms of Buyer’s Purchase Letter of Credit, Sellers shall draw down Buyer’s Purchase Letter of Credit completely; provided, however, that such amount shall be reduced dollar for dollar by any amount that Buyer and Sellers have agreed in advance of such date that such amount shall instead be paid by a wire transfer of immediately available funds in the same amount on January 2, 2014 to an account designated by the Sellers. If for any reason the Sellers cannot draw down Buyer’s Purchase Letter of Credit on such date as contemplated herein, Buyer shall be obligated to pay the full amount of the Buyer’s Purchase Letter of Credit by wire transfer of immediately available funds in the same amount on January 2, 2014 to an account designated by the Sellers. On or after January 2, 2014, the Escrow Agent shall draw upon Buyer’s Escrow Letter of Credit and disburse the proceeds thereof in accordance with Section 3.02 and the terms of the Escrow Agreement.
Purchase Price; Payment at Closing. Deposit; Post-Closing Adjustments to Purchase Price; Adjustments and Allocations with respect to Payments on Acquired Loans.
Purchase Price; Payment at Closing. (a) In consideration for the Stock and as payment in full therefor, the Purchaser shall pay to Chiron $1,013,800,000 plus the June 1998 Cash and less the June 1998 Third Party Debt, subject to adjustment as set forth in paragraph (b) of Section 1.3.
(b) At the Closing, the Purchaser shall pay to Chiron by wire transfer of immediately available funds to an account specified by Chiron an amount equal to $1,013,800,000 plus $3,074,000 constituting the June 1998 Cash and less $24,200,000 constituting the June 1998 Third Party Debt (the "Preliminary Cash Consideration").
