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) 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.
(b) Within thirty days of the Closing, Buyer shall prepare and deliver to Seller the balance sheets, each prepared in accordance with GAAP, of Singapore Subsidiary (the “Singapore Closing Balance Sheet”) and Suzhou Subsidiary (“Suzhou Closing Balance Sheet” and together with the Singapore Closing Balance Sheet, the “Closing Balance Sheets”), setting forth Buyer’s calculation of the Singapore Estimated Net Assets Amount and the Suzhou Estimated Net Assets Amount and any differences from or adjustments to the Singapore Estimated Net Assets Amount and the Suzhou Estimated Net Assets Amount set forth on the Purchase Price Adjustment Statement. Seller shall have thirty (30) days from the receipt of the Closing Balance Sheets to review and confirm that such Closing Balance Sheet balance sheet has been prepared in accordance with GAAP. During such thirty-day period, Seller shall have on-site access at all reasonable times to the personnel, properties, books, records, schedules and analyses of Buyer, Singapore Subsidiary or Suzhou Subsidiary and to the working papers of the Buyer relating to the preparation of the Closing Balance Sheets to the extent reasonably required to complete its review of the Closing Balance Sheets. Buyer shall cooperate with Seller in completing the review referred to above.
Purchase Price; Purchase Price Adjustment. 7.1 The purchase price for the Business shall be the aggregate of:
a. the Base Purchase Price as consideration for the Business;
b. less an amount equal to the Financial Debt as of the Measurement Time;
c. plus an amount equal to the Cash as of the Measurement Time; and
(i) less the amount by which the Net Working Capital Target exceeds the Net Working Capital as of the Measurement Time or (ii) plus the amount by which the Net Working Capital exceeds the Net Working Capital Target as of the Measurement Time. The amount as determined according to Section 7.1 shall be the “Purchase Price”. Schedule 7.1 contains a sample calculation of the Purchase Price.
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.
(b) At the Closing, Purchaser shall pay or cause to be paid $500,000 of the Purchase Price (“Closing Payment”) to Seller in cash, by wire transfer of immediately available funds and in accordance with the written instructions of Seller provided to Purchaser not less than three Business Days prior to the Closing;
(c) On or before May 28, 2012, Purchase shall pay or cause to be paid $1,000,000 of the Purchase Price (“Excellong Payment”) to the Excellong Shareholders in satisfaction of Seller’s remaining obligation to pay the unpaid portion of the purchase price under the Excellong Stock Purchase Agreement. Seller shall provide the Excellong Shareholders’ allocations of the Excellong Payment and wire transfer instructions to Purchaser not less than three Business Days prior to May 28, 2012.
(d) Purchaser shall pay the remainder of the Purchase Price after deducting the Closing Payment and the Excellong Payment (the “Deferred Amount”) on or before June 29, 2012 to Seller in cash, by wire transfer of immediately available funds and in accordance with the written instructions of Seller previously provided to Purchaser.
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) 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, “Base Purchase Price” means:
Purchase Price; Purchase Price Adjustment. Section 1.5. Assumption of Certain Liabilities; Other Liabilities Not Assumed..........................4 Section 1.6. Transfer of Title................................6 Section 1.7. Allocation of Consideration......................6
Purchase Price; Purchase Price Adjustment. (a) In consideration of the sale, transfer, assignment, conveyance and delivery by Seller and the Subsidiaries of the Purchased Assets to Buyer, and in addition to assuming the Assumed Liabilities, Buyer shall pay to Seller an aggregate amount equal to Three Hundred Million Dollars ($300,000,000) (subject to the adjustment in Sections 2.3(b) and 2.3(c), the "Purchase Price"). --------------
(b) Not later than five Business Days prior to the Closing Date, Seller shall deliver to Buyer its good faith estimate of the Purchase Price as it will be adjusted pursuant to Section 2.3(c) (the "Estimated Purchase Price") and on ------------------------ the Closing Date Buyer shall pay to Seller the Estimated Purchase Price in cash by wire transfer of immediately available funds to an account designated by Seller's written instructions to Buyer at least two Business Days prior to Closing. If the Estimated Purchase Price exceeds $300,000,000 the amount of such excess is referred to as the "Positive Amount", and if $300,000,000 exceeds the Estimated Purchase Price the amount of such excess is referred to as the "Negative Amount."
Purchase Price; Purchase Price Adjustment. 9 Section 2.06. Allocation of Purchase Price 11 Section 2.07. Closing 12 Section 2.08. Further Assurances 12
Purchase Price; Purchase Price Adjustment. The purchase price, subject to adjustment pursuant to Sections 3.2 and 3.3, for the purchase, sale, assignment and conveyance of Sellers’ right, title and interest in, to and under the Purchased Assets shall be $44,000,000 (the “Purchase Price”).
