Purchase Price; Payment of Purchase Price Sample Clauses

Purchase Price; Payment of Purchase Price. (a) The aggregate consideration for the Purchased Assets and Seller’s Business related thereto shall be the assumption of the Assumed Liabilities and Sixty Million Dollars ($60,000,000.00), less the Vacation Amount and the Materials Inventory Amount (collectively, the “Purchase Price”), subject to adjustment as set forth in this Agreement. (b) At Closing, the applicable Purchaser shall pay to (A) the Parent Seller, the Parent Seller’s portion of the Purchase Price (as mutually agreed to by the Purchaser and Seller at the Closing) less (i) any Withholding Taxes deducted pursuant to Section 2.5(c) and (ii) the Indemnification Escrow Amount, and (B) the Subsidiary Seller, the Subsidiary Seller's portion of the Purchase Price (as mutually agreed to by the Purchaser and Seller at the Closing) less any Withholding Taxes deducted pursuant to Section 2.5(c), in each case via wire transfer of immediately available funds to an account of Parent Seller (or the Subsidiary Seller) which shall be specified by Parent Seller to Parent Purchaser no less than three (3) Business Days prior to the Closing. At the Closing, Parent Purchaser shall transfer the Indemnification Escrow Amount via wire transfer of immediately available funds to an account specified by the Escrow Agent. (c) Purchaser may deduct from the Purchase Price any Withholding Taxes required to be withheld and paid by Purchaser for the account of Seller with respect to the consideration; provided, however, (a) before making any such deduction or withholding, Purchaser shall give Seller notice of the intention to make such deduction or withholding (such notice, which shall include the authority, basis and method of calculation for the proposed deduction or withholding, shall be given at least a commercially reasonable period of time before such deduction or withholding is required, in order for Seller to obtain reduction of or relief from such deduction or withholding); (b) Purchaser shall cooperate with Seller to the extent reasonable in efforts to obtain reduction of or relief from such deduction or withholding; and (c) Purchaser shall timely remit to the appropriate Governmental Authority any and all amounts so deducted or withheld and timely file all Tax Returns and provide to Seller such information statements and other documents required to be filed or provided under applicable Tax Law. Purchaser shall provide Seller with evidence of payment to the appropriate taxing authorities of the withheld Withholdin...

Purchase Price; Payment of Purchase Price. In addition to the Assumed Liabilities described below, the aggregate consideration for the Subject Assets (the "Purchase Price") shall be the amount equal to: $1,100,000. The Purchase Price shall be subject to adjustment as set forth in Section 1.7 below as so adjusted.

Purchase Price; Payment of Purchase Price. (a) Subject to the terms and conditions of this Article III, as aggregate consideration for the Purchased Assets, Purchaser will assume the Assumed Liabilities and pay an amount in cash equal to the amount calculated in accordance with Schedule 3.1(a), as determined as of the Closing Date (the “Purchase Price”). (b) As soon as reasonably practical following the Cut-off Date, but in no event later than seven Business Days following the Cut-off Date (and, in any event, at least three Business Days prior to the Closing Date), Sellers shall deliver to Purchaser the Cut-off Date Schedule of Purchased Assets and Assumed Liabilities prepared in good faith in accordance with the Transaction Accounting Principles, applied consistently with their application in connection with the preparation of the Balance Sheet, and the Cut-off Date Mortgage Loan Schedule and the Cut-off Date Servicing Advance Schedule, prepared in good faith consistently with the preparations of the Mortgage Loan Schedule and the Servicing Advance Schedule, respectively. No less than two Business Days prior to the Closing Date, Sellers will provide Purchaser a statement of Sellers’ good faith calculation of the Purchase Price as of the Cut-off Date prepared on an unaudited basis in accordance with the Transaction Accounting Principles and, with respect to principal balance, Book Value and other amounts to be determined by reference to the Books and Records, on a basis consistent with the Cut-off Date Schedule of Purchased Assets and Assumed Liabilities, the Cut-off Date Mortgage Loan Schedule and the Cut-off Date Servicing Advance Schedule. The Cut-off Date Schedule of Purchased Assets and Assumed Liabilities, the Cut-off Date Mortgage Loan Schedule, the Cut-off Date Servicing Advance Schedule and the calculation of the Cut-off Date Purchase Price shall be subject to approval by Purchaser, such approval not to be unreasonably withheld, conditioned or delayed.

Purchase Price; Payment of Purchase Price. Subject to the conditions contained in this Agreement, and in consideration of the sale of the Acquired Assets as set forth herein, Buyer agrees to pay the Purchase Price to Sellers, at Closing, in an amount equal to One-Hundred Fifteen Million dollars ($115,000,000.00) (the “Base Purchase Price”), as adjusted by the Closing Date Working Capital Adjustment pursuant to Section 1.6 below (the “Purchase Price”). The Base Purchase Price will be payable as follows: (a) One Hundred Five Million Dollars ($105,000,000) in cash (the “Cash Portion”) and (b) the balance by GateHouse Media issuing a promissory note (the “Note”) in favor of Sellers (or their designee) in the principal amount of Ten Million Dollars ($10,000,000). The Note shall have a one year term; accrue interest on the unpaid balance at the rate of eight percent (8%) per annum (which interest shall be payable quarterly); and may be prepaid at any time without penalty. The Note will also provide that except pursuant to corporate credit facilities, finance leases and purchase money security interests, GateHouse Media will not grant any third party a position senior to that of Buyer as the Note holder. The form of the Note, which shall be in accordance with the above, unless agreed otherwise, will be agreed upon by Sellers and Buyer prior to the Closing Date.

Purchase Price; Payment of Purchase Price. The per share purchase price of the Shares shall be $2.125, the closing bid price of the Common Stock on July 30, 1997, as reported on the National Association of Securities Dealers Automated Quotation System ("NASDAQ")). In consideration for the Shares, Gorlin will tender to the Company Four Hundred Twenty-Five Thousand Dollars ($425,000.00) in the manner described in Section 1.3 below.

Purchase Price; Payment of Purchase Price. Manner of Payment 1.6 Adjustments

Purchase Price; Payment of Purchase Price. (a) The purchase price payable to the Seller by the Purchaser as consideration for the sale, conveyance, transfer and assignment of the Purchased Shares will consist of an amount in cash equal to One Hundred Million Euros ((euro) 100,000,000.00) (the "Purchase Price"). (b) On the Closing Date, the Purchaser will deliver, or cause to be delivered, as consideration for the Purchased Shares, by wire transfer of immediately available funds to the account of the Seller, an amount equal to the Purchase Price.

Purchase Price; Payment of Purchase Price. The “Purchase Price” means [ ]. Purchaser will pay to Seller the Purchase Price at the times, in the amounts and otherwise subject to the conditions and requirements in the Build Transfer Agreement. [Note: Bidder to propose timing and structure of payments, including payment milestones. See related note with respect to performance security below.]

Purchase Price; Payment of Purchase Price. The aggregate consideration to be paid by the Company to the Sellers for the Shares shall be $30 million, consisting of (i) $28 million in cash and (ii) unsecured promissory notes (the "Notes") in the aggregate principal amount of $2 million, with interest payable during the ninety (90) days immediately following the Closing at the applicable federal rate and thereafter at ten percent (10%) per annum, and maturing at such time as the indenture governing the CCI's 9% Senior Subordinated Notes due 2008 (the "Existing Notes") in aggregate principal amount of $100,000,000 and applicable Delaware law permit CCI to dividend to the Company the funds necessary to repay the Notes (the "Purchase Price"). The Purchase Price shall be allocated among the Sellers as set forth on Exhibit A hereto. At the Closing, the Company shall execute and deliver the Notes and pay to each Seller the cash portion of the Purchase Price allocable to such Seller as set forth on Exhibit A by wire transfer of immediately available funds to accounts designated by each of the Sellers in writing to Company not later than two (2) business days prior to the Closing Date; provided, however, that in the case of the $4,666,666.67 cash payment owing to X. Xxxxxx, (a) $3,666,666.67 shall be paid at the Closing and (b) $1,000,000 shall be paid on the later to occur of the Closing Date or the date the ADEA Revocation Period (as defined in Section 8.12) expires without X. Xxxxxx revoking the release contained in Section 5.4(a)(iii)(A) of this Agreement pursuant to Section 8.12 hereof, it being understood that if X. Xxxxxx revokes such provisions pursuant to such Section 8.12 he will not be entitled to receive such additional $1,000,000 payment, and any amounts being held in escrow pursuant to the following sentence shall be released to the Company. To the extent that $1,000,000 is required to be held back from the payment to be made to X. Xxxxxx at the Closing pursuant to the proviso contained in the preceding sentence, the Company shall deposit such $1,000,000 into escrow with a third party escrow agent, which $1,000,000 shall be released to X. Xxxxxx upon (x) notification by the Company to the Escrow Agent that the ADEA Revocation Period has expired and (y) X. Xxxxxx' execution and delivery to the Company of the release in the form attached hereto as Exhibit C.

Purchase Price; Payment of Purchase Price. The purchase price payable by Gold to Producer for the Distiller's Grains which are purchased by Gold pursuant to this Agreement is as follows: (a) The purchase price for DDG shall be the F.O.B. Plant Price (as that term is defined below) for the DDG in question, less a marketing fee equal to the greater of (i) two percent (2%) of the F.O.B. Plant Price for the DDG, or (ii) the amount determined by multiplying the number of tons of DDG (rounded to the nearest one hundredth decimal point) by $1.30. (b) The purchase price for WDG shall be the F.O.B. Plant Price for the WDG in question, less a marketing fee equal to the greater of (i) three percent (3%) of the F.O.B. Plant Price for the WDG, or (ii) the amount determined by multiplying the number of tons of WDG (rounded to the nearest one hundredth decimal point) by $1.00. The marketing fee which is retained by Gold pursuant to subparagraphs (a) and (b) above is at times referred to in this Agreement as the "Marketing Fee". The term "F.O.B. Plant Price" means the sale price and other amounts billed or invoiced to the Gold customer in question for the DDG or WDG in question, less both all Reimbursement Amounts and all Freight Costs (as those terms are defined below).