Sale of Assets Purchase Price Clause Samples

Sale of Assets Purchase Price. 3.1 Upon Purchaser's receipt of the Purchase Price set forth in Section 3.2, below, Purchaser purchases and the Seller transfers and sells to Purchaser any and all of the Seller's rights, title and interest in and to all the Assets, free of all pledges, liens, encumbrances, charges or security interests, or attachments or any third party rights. 3.2 As consideration for the purchase of the Assets, the Purchaser shall pay the Seller the Purchase Price of US$5,700,000 Plus V.A.T as follows: 3.2.1 The Purchaser shall pay the sum of US$2,000,000 three business days following the execution of this Agreement to the Escrow Account as set forth in Section 10, below (the "Escrow Amount"). 3.2.2 The Purchaser shall pay the sum of US$3,700,000 plus the V.A.T on the full amount of the Purchase Price to the Seller on the Closing Date, as set forth in Section 3.2.2, below. Page 2 of 28 <PAGE> EXECUTION COPY

Sale of Assets Purchase Price. (a) Subject to the terms and conditions hereinafter set forth, at the Closing (hereinafter defined), Purchaser will purchase and the Company will sell, convey and assign, free and clear of all liens, claims and encumbrances, all of the assets owned by the Company as of the Closing Date (hereinafter defined) other than cash, including, but not limited to, all of the real property, fixed assets, inventory, rental two-way radios, accounts receivable, accrued coop receivables, intangible assets, customer data and related information, permits, computers, the contracts set forth on Exhibit A hereto (the "Assumed Contracts"), records, leasehold improvements, fixtures, and the phone and fax numbers of the Company (collectively, the "Assets"). (b) The purchase price for the Assets (the "Purchase Price") shall be [Confidential Treatment Requested with SEC] and shall be payable by delivery at the Closing of Purchaser checks or wire transfers of the Purchase Price. (c) Taxes for the current year relating to any of the Assets (including the Real Property (hereinafter defined)) shall be prorated through the Closing Date. An estimated adjustment shall be made at the Closing. Once actual amounts are known (including when the taxes are actually assessed on the Real Property), the Company and the Sellers, on the one hand, and/or the Purchaser shall pay the other any amounts due to correctly reflect the intent of parties reflected in the proration provisions set forth herein.

Sale of Assets Purchase Price. 2.1 Purchase and Sale of the Acquired Assets; License of Conquest Patents. (a) Subject to the terms and conditions of this Agreement, at the Closing, the Seller agrees to sell, assign, transfer, convey and deliver to the Buyer, and the Buyer agrees to purchase and accept from the Seller, all of the right, title and interest of the Seller, to the Acquired Assets (as defined below), free and clear of all Liens. Except for the Acquired Assets, the Buyer shall not acquire any other asset of the Seller whether or not used in connection with the Acquired Assets (the "Excluded Assets").

Sale of Assets Purchase Price. 2.01 Sale of the Acquired Assets and Purchase Price. ---------------------------------------------- (a) Subject to the terms and conditions hereinafter set forth, at the Closing the Seller shall transfer to Purchaser all of its right, title and interest in and to the Acquired Assets free and clear of all Encumbrances except for Permitted Encumbrances. In furtherance of this Agreement, from and after the Closing Date, the Purchaser shall: (i) receive and be entitled to exercise in full all rights and benefits pertaining to the Acquired Assets and perform all other such acts in relation thereto as the Purchaser, in its sole discretion, deems advisable; and (ii) institute and prosecute all suits and proceedings and take all actions, in its own name or in the name of the Seller, as the case may be, as the Purchaser, in its sole discretion, may deem necessary or proper to collect, assert, or enforce any claim, right, or title of any kind in and to any and all of the Acquired Assets. (b) In consideration for Seller's sale of the Acquired Assets to Purchaser, Purchaser shall assume the Assumed Liabilities and shall deliver to Seller the following consideration (collectively, the "Purchase Price"): (i) At the Closing and subject to the adjustment provided for in Section 3.02(l) hereof, HCC shall issue to Seller 480,000 shares of Series A Preferred Stock, par value $.001 per share, of HCC ("HCC Series A Preferred Stock") that are convertible at the initial conversion rate of 5 shares of common stock, par value $.001 per share, of HCC ("HCC Common Stock") for each share of HCC Series A Preferred Stock converted and shall be automatically converted in the event the HCC Common Stock trades at an Average Trading Price of at least $9.00 per share for any consecutive ten day trading period, all as more fully set forth in the Certificate of Designation of the HCC Series A Preferred Stock attached hereto as Exhibit 2.01(b)(i). ------------------ (ii) Subject to the provisions of Sections 2.01(b)(iv) and (v) below, in the event the Revenues are at least $4,000,000 for the period commencing July 1, 2000 and ending March 3, 2001 ("Fiscal 2001"), then HCC shall make an earn-out payment (the "Fiscal 2001 Earn-Out Payment") by issuing to the Seller, within 45 days after the end of the twelve month fiscal year ending March 2, 2002 ("Fiscal 2002"), shares of Series B Preferred Stock, par value $.001 per share, of HCC ("HCC Series B Preferred Stock") that are convertible into the n...

Sale of Assets Purchase Price. Subject to the terms and conditions of this Agreement, at the closing provided for at Section 4 of this Agreement (hereinafter referred to as the "Closing"), Seller will sell, convey, and deliver the Assets, free and clear of all "Adverse Encumbrances," as that term is defined at Section 7(a), to Buyer, and Buyer will purchase and accept delivery of the Assets from Seller, for $1,813,449.00 (U.S. Dollars) (the "Base Price") calculated as follows: (i) $1,750,000.00 for the Working Interests, (ii) $15,349.00 for the Mars▇▇▇▇ ▇▇▇d Assets, and (iii) $48,100.00 for the LLC Interest. The Base Price shall be increased by the payment, if required, provided pursuant to Section 6 of this Agreement (referred to as the "Net Profits Payment"). The sum of the Base Price and the Net Profits Payment, if any, is referred to as the "Purchase Price."

Sale of Assets Purchase Price. 2.1 Purchase and Sale of the TMS Assets and License of Related Intellectual Property. (a) Subject to the terms and conditions of this Agreement, at the Closing, the Sellers agree to sell, assign, transfer, convey and deliver to the Buyer, and the Buyer agrees to purchase and accept from the Sellers, all of the right, title and interest of the Sellers, to the TMS Assets free and clear of all Liens. (b) In consideration for the payments to be made pursuant to Section 2.5, the Sellers hereby grant to Buyer, a royalty-free, fully paid, world-wide, perpetual, irrevocable, transferable license (i) with respect to any Trade Secrets and any Intellectual Property which is not a part of the TMS Assets or cannot be transferred pursuant to this Agreement and is necessary or appropriate to use, maintain, modify, resell or otherwise enjoy the full economic benefit of the TMS Assets and (ii) to use the trademarks "Powered by Rensoft" and "Powered by Vertex" in connection with its marketing, distribution and sale of services and products to any Person for a period beginning on the Closing Date and ending twelve (12) months after the Closing Date, provided, however, that the Buyer will use commercially reasonable efforts to stop using the trademarks "Powered by Rensoft" and "Powered by Vertex" prior to the end of such period. The Sellers shall execute and deliver such instruments and take other such action as may be reasonably required and requested by Buyer to carry out the license made pursuant to this Section.

Sale of Assets Purchase Price. For the consideration hereinafter described and subject to the terms and conditions contained in this Agreement, Seller hereby agrees to sell, assign, transfer and deliver to Buyer, and Buyer hereby agrees to purchase from Seller, free and clear of any and all liens and encumbrances, except Permitted Encumbrances (as hereinafter defined), the Assets for a total purchase price of Eight Hundred Thousand and No/100 Dollars ($800,000.00) (the “Purchase Price”). On the execution of this Agreement, Buyer shall deposit with ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇, P.C. (“Escrow Agent”) the sum of Twenty-Five Thousand and 00/100 Dollars ($25,000) (“▇▇▇▇▇▇▇ Money”). In the event the Agreement is terminated by Buyer pursuant to Sections 4 or 5(b), the ▇▇▇▇▇▇▇ Money shall be refunded to Buyer. If the transaction proceeds to Closing (as defined below), the ▇▇▇▇▇▇▇ Money and the balance of the Purchase Price shall be paid by wire transfer to Seller at Closing. As used herein, the term “Permitted Encumbrances” shall mean that certain Sublease Agreement between Seller and Southeast Airlines, Inc. (“Sublessee”) dated March 28, 2000, as amended and extended, and any and all subleases thereunder (collectively, the “Sublease Agreement”) and all utility easements, rights of way, rights of access and other standard easements and agreements affecting the Leased Premises and recorded in the Public Records of the County, which nevertheless do not preclude or impair the use of the Leased Premises as currently operated.

Sale of Assets Purchase Price