Purchase Price; Purchase Price Adjustment. (a) On the second Business Day before the Closing, the Parent, on behalf of the Sellers, shall deliver to the Purchaser the Estimated Closing Statement reflecting the Sellers’ calculation of the Estimated Purchase Price to be paid by the Purchaser at the Closing.
Purchase Price; Purchase Price Adjustment. 7.1 The purchase price for the Business shall be the aggregate of:
Purchase Price; Purchase Price Adjustment. (a) The purchase price for the Purchased Assets (the “Purchase Price”) shall be the aggregate sum of (1) Thirty-Five Million U.S. Dollars ($35,000,000) plus (2) the Singapore Estimated Net Assets Amount plus (3) the Suzhou Estimated Net Assets Amount, in the case of (2) and (3) as reflected on the Purchase Price Adjustment Statement delivered by Seller to Buyer not less than one (1) Business Day prior to the Closing Date, as adjusted herein. The Purchase Price payable by Buyer shall consist of (i) the Cash Escrow Amount and (ii) the amount of the Promissory Note.
Purchase Price; Purchase Price Adjustment. (a). The purchase price (the "Purchase Price") for the Assets shall consist of (i) $5,200,000, subject to adjustment as set forth in Section 2.6(b) and (ii) the assumption of the Assumed Liabilities.
Purchase Price; Purchase Price Adjustment. (a) The purchase price for the Purchased Interest (“Purchase Price”) shall be an amount equal to $2,000,000, which shall be paid in accordance with this Section 2.2.
Purchase Price; Purchase Price Adjustment. (a) Within two (2) Business Days after the mutual execution and delivery of this Agreement (the date of such mutual execution and delivery is sometimes referred to herein as the “Execution Date”), Purchaser shall deposit, via intrabank transfer, into an escrow, pursuant to the terms of a mutually agreed to escrow agreement between the Seller and the Purchaser (the “Escrow Agreement”), with The PrivateBank and Trust Company, as escrow agent (the “Escrow Holder”), an amount equal to ten percent (10%) of the Purchase Price (the “Deposit”) in immediately available, good funds (funds delivered in this manner are referred to herein as “Good Funds”), pursuant to the joint escrow instructions provided in the Escrow Agreement to be delivered to the Escrow Holder on or before the Execution Date. In turn, the Escrow Holder shall immediately deposit the Deposit into an interest-bearing account as provided in the Escrow Agreement. In no event will the Deposit be an asset of the Sellers or any Affiliate until Closing or as otherwise specifically provided herein, and the Deposit will not be subject to the claims of creditors or other third parties of the Sellers or any Affiliates. The Deposit shall become non-refundable upon the termination of the transaction contemplated by this Agreement by reason of Purchaser’s default of any obligation hereunder (a “Purchaser Default Termination”), it being agreed that Seller shall not have the right to so terminate this Agreement unless Purchaser has failed to cure the applicable default within ten (10) days following its receipt of written notice thereof from Seller. At the Closing, the Deposit shall be credited and applied toward payment of the Purchase Price. In the event the Deposit becomes non-refundable by reason of a Purchaser Default Termination, Escrow Holder shall, as provided in the Escrow Agreement, confirm such default with Purchaser and immediately thereafter disburse the Deposit and all interest accrued thereon to Seller to be retained by Seller for its own account and as Seller’s sole and exclusive remedy hereunder related to a Purchaser default hereunder and thereafter both Seller and Purchaser shall be relieved of any and all additional obligations and liabilities hereunder and as a result of such default except for obligations related to Confidential Information as provided herein. If the transactions contemplated herein terminate by reason of (A) Seller’s default under this Agreement, it being agreed that Purchas...
Purchase Price; Purchase Price Adjustment. (a) Subject to the terms and conditions of this Agreement, in reliance upon the representations, warranties and covenants of Sellers herein set forth, and as consideration for the sale and purchase of the Assets, at Closing, Buyer shall assume the Assumed Liabilities and shall tender to Sellers as the purchase price (the "Purchase Price") Two Hundred Nine Million, Nine Hundred Ninety Nine Thousand, Five Hundred Thirty Six and Four/100 Dollars ($209,999,536.04), provided that if the Adjusted EBITDA for the fiscal year ending September 30, 1999 is less than $23,000,000, then Sellers and the Foundation shall pay Buyer the amount determined as follows: (i) $23,000,000 minus the Adjusted EBITDA for the fiscal year ending September 30, 1999, times (ii) seven.
Purchase Price; Purchase Price Adjustment. (a) In consideration for the sale by Seller of the Purchased Assets to Buyer and Buyer’s assumption of the Assumed Liabilities, at the Closing, Buyer shall pay to Seller cash in an amount equal to $800,000 plus the Estimated Closing Book Value (the “Purchase Price”), by wire transfer of immediately available funds to the account designated in writing by Seller. Seller shall apply, and xXXxX*s shall cause Seller to apply, the Purchase Price (less certain transaction costs and expenses of Seller and xXXxX*s not to exceed Four Hundred Fifty Thousand Dollars ($450,000)) to repay outstanding Revolving Loans (as defined in the Credit Agreement, which term is defined in the GE Consent and Lien Release Letter) in such amount. The Purchase Price shall be subject to adjustment as set forth in this Section 1.5.
Purchase Price; Purchase Price Adjustment. 2.4.1 Subject to adjustment pursuant to Sections 2.4.3 and 2.4.5, the purchase price for the Transferred Assets shall be (i) Eight Million Three Hundred Sixty Two Thousand Forty Four Dollars ($8,362,044) (the “Purchase Price”) and (ii) the assumption of the Assumed Liabilities.
Purchase Price; Purchase Price Adjustment. (a) Subject to the terms and conditions of this agreement, in reliance upon the representations and covenants of Seller in this agreement, and as consideration for the sale of the Assets and the Hospital Businesses, Buyer shall assume the Assumed Liabilities from Seller, tender to Seller the Cash Proceeds Payable to Seller (in the manner provided in section 2.05(d)), and issue to VBMC-B a 49% membership interest in VHS2. For purposes of calculating the Cash Portion of the Base Purchase Price and the Cash Proceeds Payable to Seller, “
