Sale and Purchase Purchase Price. 2.1 Subject to the conditions set out in Clause 3, the Seller shall sell, or procure the sale of, and the Buyer shall buy, the Shares and the Assets and all rights attaching or accruing to the Shares and the Assets at or after the date of this Agreement free of all Third Party Rights (other than those relating to the Pakistani JV disclosed in the Disclosure Letter). The Buyer may direct that some or all of the Shares or Assets be purchased by an Affiliate of the Buyer by notification to the Seller not later than the earlier of 9 Business Days before the Closing Date and 60 calendar days after the date of this Agreement; provided that the purchase of any Shares or Assets by any Affiliate of the Buyer shall not cause any delay of the Closing.
2.2 The aggregate purchase price for the Shares and Assets (the “Purchase Price”), which is apportioned among the Shares and Assets as shown in Part A of Schedule 2, is as follows:
(i) € 5,300,000,000 euros (A) minus the amount of the Estimated Closing Net Indebtedness and (B) plus the amount of the Estimated Closing Net Working Capital Adjustment (if the Estimated Closing Net Working Capital exceeds the Reference Working Capital) or minus the Estimated Closing Net Working Capital Adjustment (if the Estimated Closing Net Working Capital is less than the Reference Working Capital and (C) minus the Estimated Closing Intercompany Debt (such amount, the “Initial Purchase Price”);
(ii) minus the absolute value of the Net Indebtedness Adjustment if Seller is obligated to pay the Net Indebtedness Adjustment; or plus the absolute value of the Net Indebtedness Adjustment if Buyer is obligated to pay the Net Indebtedness Adjustment;
(iii) minus the absolute value of any Net Working Capital Adjustment if Seller is obligated to pay the Net Working Capital Adjustment; or plus the absolute value of any Net Working Capital Adjustment if Buyer is obligated to pay the Net Working Capital Adjustment; and
(iv) minus the absolute value of any Intercompany Debt Adjustment if Seller is obligated to pay the Intercompany Debt Adjustment; or plus the absolute value of any Intercompany Debt Adjustment if Buyer is obligated to pay the Intercompany Debt Adjustment, all to be paid pursuant to the provisions of Clause 2.4.
2.3.1 No later than ten (10) Business Days prior to the Closing Date:
(i) Seller shall deliver to Buyer a statement setting forth the amount of Net Indebtedness expected as of the Closing Date (but excluding the transactions to ta...
Sale and Purchase Purchase Price. 3 Section 2.1 Sale and Purchase of Assets................................................................ 3 Section 2.2
Sale and Purchase Purchase Price. (a) Seller hereby agrees to sell, convey, and assign to Purchaser and Purchaser hereby agrees to purchase and accept from Seller, for the Purchase Price (hereinafter defined) and on and subject to the terms and conditions herein set forth, good, indefeasible and insurable title in fee simple to that certain tract or parcel of land in Xxxxxx County, Texas, consisting of 63.1931 acres, more or less, more particularly described on Exhibit A attached hereto and by reference incorporated herein (the “Land”), together with any and all (if any) improvements thereon, mineral rights, water rights and all other rights and interests appurtenant thereto, including all of Seller’s right, title, and interest in and to adjacent streets, alleys, easements, rights-of-way and any adjacent strips or gores of real estate adjacent to and related to the Land only and Seller reserves all such rights and interests relating to other property owned by Seller (but expressly excluding reserved wastewater capacity relating to the Land, which is addressed in Section 21 below) (collectively, the “Property”). The Property will exclude, unless otherwise expressly provided in this Agreement, all of Seller’s (i) personal property including equipment, inventory and other goods located on the Property and fixtures located on the Leased Premises (as hereafter defined) (collectively the “Seller’s Personal Property”) and (ii) the Wastewater Capacity Reservation (as hereafter defined), except as otherwise expressly provided in Section 21 below.
(b) The Property will be conveyed, assigned, and transferred to Purchaser at the Closing (hereinafter defined) free and clear of all liens, claims, easements and encumbrances whatsoever except for the Permitted Exceptions as defined in Section 2(b) below.
(c) The price (“Purchase Price”) for which Seller agrees to sell and convey the Property to Purchaser, and which the Purchaser agrees to pay to Seller, is Seven Million Five Hundred Sixty-Nine Thousand Nine Hundred One and 00/100 Dollars ($7,569,901.00), subject to adjustments as provided such sum will be adjusted as provided in Section 5(c) below. Table of Contents
(d) At the Closing, the Purchase Price will be paid by wire transfer of immediately available funds.
Sale and Purchase Purchase Price. (a) Sellers hereby agree to sell, convey, and assign to Purchaser and Purchaser hereby agrees to purchase and accept from Sellers, for the Purchase Price (hereinafter defined) and on and subject to the terms and conditions herein set forth, the following:
(1) Good and indefeasible title in fee simple to the tracts or parcels of land situated in Greenville County, South Carolina, described in Exhibit "A" hereto together with all rights and interests appurtenant thereto, including all of Sellers' right, title and interest in and to adjacent streets, alleys, rights-of-way and any adjacent strips or gores of real estate (the "Land"); and all rights, titles, and interests appurtenant to the Land;
(2) Any leases, franchises, licenses, or other agreements, providing for the use or occupancy of, or otherwise similarly affecting or relating to, the Land (collectively "Leases" and individually "Lease") to the extent Purchaser elects to take assignment thereof;
(3) Permit Number 232 000-0000 xxxued by the South Carolina Department of Health and Environmental Control to Browx xxx Eastxxx xxx the operation of a Construction and Demolition landfill on the Land ("Permit") and any and all other permits, licenses, and agreements necessary to operate the landfill on the Land; and
(4) Any and all (i) contracts or agreements, including disposal agreements, equipment agreements, utility capacity, sewer treatment or drainage reservations or commitments or reimbursement rights, (the "Property Agreements"), (ii) warranties, guarantees, indemnities and claims, (iii) licenses, permits, or similar documents relating to the Land or to Sellers' use of the Land, to the extent Purchaser elects to take assignment thereof, (iv) plans, drawings, specifications, surveys, engineering reports, and other technical descriptions, (v) the property identified on the attached Schedule 1, which shall set forth the information identified in Section 3 (a)(4) herein; and (vi) the good will, customer lists, agreements, and other intangible assets related to the operation of a landfill on the Land. The above listed items are herein collectively called the "Property". All of the Property shall be conveyed, assigned, and transferred to Purchaser at Closing (hereinafter defined) free and clear of all liens, claims, easements and encumbrances whatsoever except for those matters specifically approved of in writing by Purchaser, as herein provided.
(b) The price ("Purchase Price") for which Sellers agree to se...
Sale and Purchase Purchase Price. Upon the terms and subject to the conditions herein contained, the Company agrees to sell to each Purchaser and, subject to the terms and conditions contained herein, each Purchaser agrees, severally and not jointly, to purchase from the Company, that number of duly authorized, validly issued, fully paid and non-assessable shares of Series A Preferred Stock (each, a “Share” and, collectively, the “Shares”) set forth on Schedule I hereto opposite such Purchaser’s name, as such Schedule I may be amended from time to time in accordance with the provisions of Section 1.2 hereof. The purchase price per Share shall be $2,150.00, being the equivalent on an as-if-converted basis as of the Closing Date of $2.15 per share of Common Stock (the “Purchase Price”). The rights, preferences, privileges and restrictions of Series A Preferred Stock shall be as set forth in a Certificate of Designation, the form of which shall be as set forth as Exhibit A hereto (the “Certificate of Designation”).
Sale and Purchase Purchase Price. Sellers have agreed to sell and deliver to Buyer, and Buyer has agreed to purchase from Sellers, the Stock, free and clear of all liens, encumbrances, charges, security interests, equities, options and claims whatsoever. The purchase price for the Stock shall be Three Million One Hundred Seventy Thousand Dollars ($3,170,000.00). The purchase price will be as follows: One Million Nine Hundred Seventy Thousand Dollars ($1,970,000.00) to be paid in cash at Closing, and One Million Two Hundred Thousand Dollars ($1,200,000.00) to be paid by a promissory note (the "Note") delivered at Closing. The Note shall bear interest at 9% per annum and shall be due May 21, 2000. The cash and Note shall be delivered by the Buyer to Chase Bank of Texas, N.A. (the "Escrow Agent") to be held by the Escrow Agent pursuant to the terms of the agreement attached hereto as Exhibit 1.1 (the "Escrow Agreement"). The Note shall be secured by a Pledge Agreement (in the form and substance satisfactory to Sellers) from Buyer pledging the Stock as security for the Note. In addition, the Note shall be secured by a Pledge Agreement (in the form and substance satisfactory to Sellers) from Sports Group International, Inc. pledging the stock of Selman Systems, Inc. as secuxxxx xor the Note. The Pledge Agreements, together with the documents necessary to perfect the security interest granted therein shall be delivered to the Escrow Agent to be held pursuant to the terms of the Escrow Agreement.
Sale and Purchase Purchase Price. Subject to the terms and conditions set forth in this Agreement, at Closing (as hereinafter defined), the Shareholder shall assign, transfer, convey and deliver the Company Securities to HRD and HRD shall purchase, acquire and accept the Company Securities from the Shareholder in exchange for a purchase price consisting of (a) $6,100,000 in cash (the “Cash Purchase Price”); and (b) 1,751,580 “restricted” shares of HRD’s common stock (the “HRD Shares,” and together with the Cash Purchase Price, collectively, the “Purchase Price”). The Purchase Price shall be subject to adjustment for any increases or decreases in working capital between the Execution Date and the Closing Date (as hereinafter defined).
Sale and Purchase Purchase Price. (a) Upon the terms and subject to the conditions hereinafter set forth, at the Closing, the Sellers will sell, transfer and convey the Assets to the Buyer and the Buyer will purchase the Assets from the Sellers for the consideration set forth in this Agreement. The sale, transfer and conveyance of the Assets will be made by execution and delivery at the Closing of bills of sale in substantially the form of Exhibit A hereto (the "BILLS OF SALE") and such other instruments of assignment, transfer and conveyance as the Buyer shall reasonably request. Except to the extent specifically included within the Assets, the Sellers will not sell, and the Buyer will not purchase, any other tangible or intangible assets of the Sellers.
(b) The aggregate purchase price to be paid for the Assets (the "PURCHASE PRICE") shall consist of the Initial Purchase Price (as defined in Section 2.2 below) and the Contingent Purchase Price (as defined in Section 2.3 below).
Sale and Purchase Purchase Price. 2.1 By this Agreement, the Sellers sell and the Purchaser purchases the Shares.
2.2 Subject to Completion occurring, the Business shall be for the risk and benefit of the Purchaser from the Accounts Date.
2.3 On Completion, the Shares shall be transferred (geleverd) by the Sellers to the Purchaser free of all Encumbrances and together with all rights attaching to them.
2.4 The aggregate purchase price for the Shares will be the sum of:
(a) EUR144,783,000 (one hundred and forty-four million, seven hundred and eighty-three thousand) (the Base Purchase Price); plus
(b) in the event that Completion occurs after 30 June 2012, an amount (the Additional Amount) equal to the Interest Rate, calculated over an amount equal to the Base Purchase Price, less the amount of the Deposit, and over the period from (and including) 1 July 2012 up to and including the Completion Date, on the basis of a 365-day year. The aggregate of the Base Purchase Price and the Additional Amount are referred to as the Purchase Price. The Sellers and the Purchaser agree that the amount of the Base Purchase Price has been calculated by deducting from the agreed enterprise value of EUR178,000,000 (one hundred and seventy-eight million):
(i) an amount of EUR30,550,000 (thirty million, five hundred and fifty thousand) for Net Debt (as defined in the letter of intent dated 5 March 2012) as at 31 December 2011;
(ii) an amount of EUR1,318,000 (one million, three hundred and eighteen thousand) on account of certain QREN (EU) program loans which are not convertible into grants; and
(iii) an amount of EUR1,350,000 (one million, three hundred and fifty thousand), being the Agreed Dividend.
2.5 Subject to clause 6.3, the Purchase Price is fixed and payable by the Purchaser in cash on Completion, provided that the amount so payable on Completion shall be reduced by the aggregate of:
(a) the amount of the Deposit paid in accordance with clause 3; and
(b) the aggregate amount of any Transaction Costs and Leakage Amounts (together with any Leakage Interest) as set out in the Completion Statement to be delivered by the Sellers in accordance with clause 2.6.
2.6 No later than the eighth (8th) Business Day prior to the Completion Date, the Sellers shall deliver to the Purchaser a written statement (the Completion Statement) setting out:
(a) an overview of any Transaction Costs and Leakage arising or expected to arise before Completion, together with copies of supporting documents evidencing such Transactions C...
Sale and Purchase Purchase Price. (a) Upon the terms and subject to the conditions hereinafter set forth, at the Closing, Seller will sell, transfer and convey the Assets to Buyer and Buyer will purchase the Assets from Seller for the consideration set forth in this Agreement. The sale, transfer and conveyance of the Assets will be made by execution and delivery at the Closing of a bill of sale in a form reasonably satisfactory to Buyer's counsel (the "XXXL OF SALE") and such other instruments of assignment, transfer and cxxxxyance as Buyer shall reasonably request. The Assets will be sold to Buyer free and clear of all Encumbrances (as defined in Section 7.4 below), except for ad valorem personal property taxes not yet due and payable, liens securing the claims or demands of materialmen, mechanics, carriers, warehousemen, landlords and other like persons for labor, materials, supplies or rentals incurred in the ordinary course of business where payment thereof is not yet required, and liens and security interests which secure only the Liabilities (the foregoing exceptions being, collectively, the "Permitted Encumbrances"). To the extent that the Assets include Seller's rights to the name "Global Imports," such rights will also be transferred subject to the rights, if any, of third parties to use such name outside of the Atlanta Standard Metropolitan Statistical Area (as determined by the United States Office of Management and Budget) or to use such name within such Standard Metropolitan Statistical Area in any business other than an automobile dealership business. Except to the extent specifically included within the Assets, Seller will not sell, and Buyer will not purchase, any other tangible or intangible assets of Seller.
(b) The aggregate purchase price to be paid for the Assets (the "PURCHASE PRICE" shall consist of the Initial Purchase Price (as defined in Section 2.2 below) and the Contingent Purchase Price (as defined in Section 2.3 below).
