Purchase Price; Payments at Closing. (a) As used herein, the following terms shall have the following meanings:
Purchase Price; Payments at Closing. (a) At least four (4) Business Days prior to the Closing, the Sellers will furnish to the Buyers a certificate (the “Estimated Closing Purchase Price Certificate”) signed by an executive officer of the Sellers setting forth (i) an estimate of the Closing Working Capital (the “Estimated Closing Working Capital”) and (ii) the Estimated Closing Purchase Price, which Estimated Closing Purchase Price Certificate shall be reasonably satisfactory to the Buyers.
Purchase Price; Payments at Closing. Subject to adjustment pursuant to Section 1.6 and the contingent payments described in Section 1.9, the aggregate purchase price payable by the Buyer (the “Purchase Price”), shall be an amount equal to:
Purchase Price; Payments at Closing. In consideration of the purchase and sale of the foregoing, at the Closing Purchaser shall pay to Seller (i) the Closing Date Purchase Price plus all sums due pursuant to Section 3.7, if any, and 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, and (ii) to PRMA, the Convenience Store Purchase Price, which is not subject to post-Closing adjustment. For avoidance of doubt, the Purchase Price has been allocated between the Convenience Store and the Membership Interest for tax purposes, and is not indicative of any right on the part of Purchaser to elect not to purchase the Convenience Store, and Purchaser hereby acknowledges that it is purchasing both the Membership Interest and the Convenience Store.
Purchase Price; Payments at Closing. (a) In consideration for the purchase referred to in Section 1.1 above, Buyer shall on the Closing Date pay to Seller (i) the amount of $41,500,000 in cash in immediately available funds and (ii) the principal amount of Loans to be outstanding as of the Escrow Release Date (as hereinafter defined) (subject to the adjustment described in Section 1.2(b) below) in immediately available funds, as specified in the notice delivered pursuant to Section 1.2(c) below (such amounts described in clauses (i) and (ii) of this Section 1.2(a) being hereinafter referred to collectively as the "Purchase Price") and (iii) the amounts described in Section 1.4(a) hereof. (b) If the Escrow Release Date does not occur on an Installment Payment Date (as hereinafter defined), the aggregate amount payable pursuant to Section 1.2(a)(ii) above shall be reduced by (i) the principal amount of the installment of Loans scheduled to be repaid on the following Installment Payment Date pursuant to Section 2.4(a)(i) (regularly scheduled payments) and Section 2.4(b) (accelerated prepayments) of the Loan Agreement (as hereinafter defined), multiplied by (ii) a fraction equal to the number of days from and including the previous Installment Payment Date to but not including the Escrow Release Date divided by the number of days from and including the previous Installment Payment Date to but not including the following Installment Payment Date. (c) The aggregate amount of any payment pursuant to Section 1.2(a)(ii) above shall be equal to the amount set forth in the certificate delivered by Seller to Buyer pursuant to Section 1.6(x) below. Except as expressly provided in Section 1.2 (a)(ii) and Section 6.1 of this Agreement, Seller shall pay all other amounts due and payable under the Loan Agreement and the Security Documents. (d) The terms "Agent", "Banks", "Loans", and "Installment Payment Date" shall have the meanings set forth in the Amended and Restated Construction and Term Loan Agreement dated as of October 1, 1989 (as amended to date, the "Loan Agreement") among Seller, the Banks party thereto and The Bank of New York, as Agent. 1.3
Purchase Price; Payments at Closing. (a) As full consideration for the transfer of the Shares, the Shareholders shall be entitled to receive, on the terms and conditions set forth in this Agreement, an aggregate amount equal to the sum of (i) Two Million Five Hundred Thousand Dollars ($2,500,000), (ii) minus the aggregate amount of Indebtedness of the Company outstanding on the Closing Date, (iii) plus or minus the Net Working Capital Adjustment, if any, (iv) plus Five Hundred Thousand Dollars ($500,000) in common stock of Buyer, and (v) plus the Earn-Out Consideration, and subject to adjustment in accordance with Sections 1.5 and 1.6 (as so adjusted, the “Purchase Price”), payable as described below. The Earn-Out Consideration shall be earned, calculated and paid in accordance with Section 1.7. All Purchase Price payments shall be allocated between the Shareholders in proportion to their Share ownership.
Purchase Price; Payments at Closing. (a) Subject to adjustment pursuant to Section 2.3, the purchase price for the Purchased Assets will be an amount equal to Nineteen Million One Hundred Thousand Dollars ($19,100,000) (the "Cash Purchase Price"), payable at Closing by wire transfer to PRGUSA, plus the assumption of certain liabilities of PRGUSA in accordance with Section 2.2 (collectively, the "Purchase Price").
Purchase Price; Payments at Closing. (a) The purchase price (the “Purchase Price”) to be paid by the Purchaser for the Shares shall be an amount equal to (i) $4,200,000,000, minus (ii) the excess, if any, of the Net Working Capital Target over the amount of the Closing Net Working Capital, plus (iii) the excess, if any, of the Closing Net Working Capital over the Net Working Capital Target, minus (iv) the Closing Company Debt, plus (v) the Closing Cash Amount, minus (vi) the Closing Company Transaction Expenses, plus (vii) the net amount of the adjustments shown on Exhibit 2.02(a)(vii) (the adjustments shown on Exhibit 2.02(a)(vii), the “Specified Adjustments”) (following the Closing, the Purchase Price is subject to further adjustment pursuant to Section 2.06).
Purchase Price; Payments at Closing. The purchase price to be paid by the Buyer to the Seller for the Transferred Assets shall be (i) Nine Million Dollars ($9,000,000), as adjusted pursuant to Section 2.9 below (the “Cash Purchase Price Component”), plus (ii) the assumption of the Assumed Liabilities and (iii) any Largest Customer Earnout Payment (in the aggregate, the “Purchase Price”). A portion of the Purchase Price shall be paid on or before January 3, 2007 by delivery of Five Hundred Thousand Dollars ($500,000) (the “Deposit Amount”) to the Deposit Escrow Agent as provided in Section 2.6 below. The remaining portion of the Purchase Price (other than the Largest Customer Earnout) shall be paid to the Seller at the Closing by: (a) the assumption of the Assumed Liabilities; (b) delivery of the Indemnity Escrow Amount to the Indemnity Escrow Agent as provided in Section 2.8; and (c) delivery to the Seller of the Cash Purchase Price Component less the Deposit Amount and the Indemnity Escrow Amount. At the Closing, the Deposit Escrow Agent shall deliver the Deposit Amount to the Seller.
Purchase Price; Payments at Closing. (A) As used herein, "
