Sale of Assets Purchase Price Sample Clauses

Sale of Assets Purchase Price. 7 2.1 Purchase and Sale of the Assets.......................................................7 2.2
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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.
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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
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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 Xxxxxxx, Xxxxxx & Xxxx, P.C. (“Escrow Agent”) the sum of Twenty-Five Thousand and 00/100 Dollars ($25,000) (“Xxxxxxx Money”). In the event the Agreement is terminated by Buyer pursuant to Sections 4 or 5(b), the Xxxxxxx Money shall be refunded to Buyer. If the transaction proceeds to Closing (as defined below), the Xxxxxxx 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.
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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 Marsxxxx Xxxd 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."
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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...
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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").
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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.
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Sale of Assets Purchase Price 
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Related to Sale of Assets Purchase Price

  • Sale of Assets, Etc (a) Subject to the penultimate paragraph of this clause (a), the Company will not and will not permit any of its Restricted Subsidiaries to make any Transfer, provided that the foregoing restriction does not apply to a Transfer if: (i) the property that is the subject of such Transfer constitutes (A) inventory, (B) equipment, fixtures, supplies or materials no longer required in the operation of the business of the Company and the Restricted Subsidiaries or that is obsolete or (C) checks, drafts, money orders or other instruments with respect to accounts receivable that are to be collected in the ordinary course of business, and, in each case, such Transfer is in the ordinary course of business; (ii) such Transfer is (A) from a Restricted Subsidiary to the Company or a Wholly-Owned Restricted Subsidiary or (B) from the Company to a Wholly-Owned Restricted Subsidiary; (iii) such Transfer is subject to Section 11.2 and satisfies the requirements thereof; or (iv) such Transfer is not a Transfer described in clause (i) through clause (iii) above, and all of the following conditions shall have been satisfied with respect to such Transfer (each such Transfer is referred to as a "Basket Transfer"): (A) in the good faith opinion of the Board of Directors of the Company, the Transfer is in exchange for consideration with a Fair Market Value at least equal to the greater of book value or the Fair Market Value of the property exchanged, is in the best interests of the Company and the Restricted Subsidiaries, and is not detrimental to the interests of the holders of Notes, (B) immediately after giving effect to such transaction no Default or Event of Default would exist, and (C) immediately after giving effect to such Transfer, (I) the book value of all property that was the subject of any Basket Transfer occurring during the period beginning with the date that is 12 calendar months preceding the first day of the month in which such Basket Transfer occurred and ending on the date of such Basket Transfer does not exceed 10% of Consolidated Tangible Net Assets determined as of the end of the then most recently fiscal year of the Company ended prior to such period, and (II) the Operating Income Contribution Percentage of all property that was the subject of any Basket Transfer occurring during the period beginning with the date that is 12 calendar months preceding the first day of the month in which such Basket Transfer occurred and ending on the date of such Basket Transfer does not exceed 10%. For purposes of determining the book value of any property that is the subject of a Transfer, such book value shall be the book value of such property, as determined in accordance with GAAP, at the time of the consummation of such Transfer, provided that, in the case of a Transfer of any capital stock or other equity interests of a Subsidiary, as provided in Section 11.9(b), the book value thereof shall be deemed to be an amount equal to

  • Sale of Assets The Company or the Bank sells to a third party all or substantially all of its assets.

  • Xxxxxx, Sale of Assets, etc If the Borrower at any time shall consolidate with or merge into or sell or convey all or substantially all its assets to any other corporation, this Note, as to the unpaid principal portion thereof and accrued interest thereon, shall thereafter be deemed to evidence the right to purchase such number and kind of shares or other securities and property as would have been issuable or distributable on account of such consolidation, merger, sale or conveyance, upon or with respect to the securities subject to the conversion or purchase right immediately prior to such consolidation, merger, sale or conveyance. The foregoing provision shall similarly apply to successive transactions of a similar nature by any such successor or purchaser. Without limiting the generality of the foregoing, the anti-dilution provisions of this Section shall apply to such securities of such successor or purchaser after any such consolidation, merger, sale or conveyance.

  • Purchase and Sale of Assets On the terms and subject to the conditions set forth herein, at the Closing, Sellers shall sell, convey, transfer, assign and deliver (or cause to be sold, conveyed, transferred, assigned and delivered) to Purchaser, and Purchaser shall purchase from Sellers, all of Sellers’ right, title and interest in, to and under the following assets as they exist on the Closing Date (collectively, the “Purchased Assets”), whether tangible or intangible, real, personal or mixed, Related to the Business, in each case free and clear of all Claims and Liens except Permitted Liens, as approved for sale, transfer and assignment pursuant to the Sale Approval Order: (a) the Purchased Mortgage Servicing and rights to receive Servicing Compensation related thereto, including Servicing Compensation that is accrued and unpaid as of the Closing Date; (b) except as provided in Section 2.15, the Servicing Advances outstanding as of the Closing Date; (c) subject to Schedule M, the Xxxxxx Xxx Loans; (d) the Owned Transferred IP and Licensed Transferred IP; (e) the Books and Records; (f) copies of all Tax Returns and related books, records and workpapers filed by or on behalf of any REMIC as to which a Seller is REMIC Administrator (and the duties of which in that capacity the Purchaser will assume), together with all information technology or software in Sellers’ possession related to the performance of the duties of the REMIC Administrator, including any such information technology or software used to assemble or supply information needed to be provided to any third-party service provider engaged by the REMIC Administrator to perform any or all of its duties on its behalf; (g) all REMIC Residual Interests representing a De Minimis Interest in the residual interests of the related REMIC and required to be held by Purchaser as the REMIC Administrator of such REMIC; (h) the Fixtures and Equipment; (i) the Transferred IT Assets; (j) the Owned Real Property, including, to the extent transferable, all easements, Government Authorizations and other rights and interests appurtenant thereto; (k) certain other assets listed on Schedule L-1; (l) credits, prepaid expenses, deferred charges, security deposits, prepaid items and duties to the extent related to a Purchased Asset or an Assumed Liability; Schedule L-2 sets forth all such items for which the amount is at least $100,000 as of the date of this Agreement; (m) the causes of action, lawsuits, judgments, refunds, choses in action, rights of recovery, rights of set-off, rights of recoupment, demands and any other rights or Claims related to the Purchased Assets, the Assumed Liabilities and any foreclosure, recovery and other loss mitigation activities related to the Business, and, with respect to the Transferred Employees and any vendors (other than AFI and its Affiliates) with whom any of the Sellers have conducted business in the year prior to the Closing and with whom Purchaser will continue to engage in connection with the operation of the Business following the Closing (including, for the avoidance of doubt, any vendor that is a party to an Assumed Contract), all preference or avoidance claims and actions of any of the Sellers related thereto, including any such claims and actions arising under sections 544, 547, 548, 549, and 550 of the Bankruptcy Code (provided that, for the avoidance of doubt, Sellers shall be entitled to participate in the defense of any counterclaim that does not constitute an Assumed Liability) (the “Transferred Rights and Claims”); (n) all rights of and benefits accruing under the Assumed Contracts and the Purchased Assets; (o) all telephone or facsimile numbers used by Sellers in connection with the Business, which, for the sake of clarity, does not include such numbers for Sellers’ business locations or individuals that are not transferring to Purchaser pursuant to this Agreement; (p) to the extent permitted by Law, all Permits held by Sellers to the extent primarily Related to the Business or the Purchased Assets; (q) all signage, marketing materials, art and collectables relating to the Business; (r) all rights to receive mail and other communications addressed to Sellers that pertains to the Business or the Purchased Assets, including any mail and communications from Serviced Mortgagors, Investors, ETS Customers, trustees, customers, suppliers, distributors and their respective representatives; (s) all client lists, customer lists, supplier lists, mailing lists, do not call lists and other data Related to the Business, including service and warranty records, operating guides and manuals, studies, and correspondence (electronic or otherwise); (t) to the extent transferable, all rights under insurance policies and insurance proceeds directly relating to Mortgage Loans serviced pursuant to any Servicing Agreement, all bank accounts, other accounts, safe deposit boxes, lock boxes and safes Related to the Business, and the responsibility for all cash and cash equivalents held in or required to be held in such accounts as identified in clause (i) of Section 2.3(a) (exclusive of the parenthetical reference to investment income); (u) to the extent transferable, all guaranties, warranties, indemnities and similar rights in favor of any Seller or any Affiliate Seller to the extent Related to the Business or related to any Purchased Asset or Assumed Liability; and (v) the goodwill and other intangible assets Related to the Business or related to the Purchased Assets.

  • Purchase of Assets 11 3.1 Assets Purchased by Assuming Bank 11 3.2 Asset Purchase Price 11 3.3 Manner of Conveyance; Limited Warranty; Nonrecourse; Etc. 12 3.4 Puts of Assets to the Receiver 12 3.5 Assets Not Purchased by Assuming Bank 13 3.6 Assets Essential to Receiver 15

  • Merger, Sale of Assets, etc Subject to Section 4.2, if at any time while this Note remains outstanding and unexpired there shall be (a) a reorganization (other than a combination, reclassification, exchange or subdivision of shares otherwise provided for herein), (b) a merger or consolidation of the Company with or into another corporation in which the Company is not the surviving entity, or a merger in which the Company is the surviving entity but the shares of the Company's capital stock outstanding immediately prior to the merger are converted by virtue of the merger into other property, whether in the form of securities, cash or otherwise or (c) a sale or transfer of the Company's stock, properties or assets as, or substantially as, an entirety to any other Person, then, as a part of such reorganization, merger, consolidation, sale or transfer, lawful provision shall be made so that Holder shall thereafter be entitled to receive by converting this Note the number of shares of stock or other securities or property of the successor corporation resulting from such reorganization, merger, consolidation, sale or transfer that a holder of the shares deliverable upon conversion of this Note would have been entitled to receive in such reorganization, consolidation, merger, sale or transfer if this Note had been converted immediately before such reorganization, merger, consolidation, sale or transfer (notwithstanding that the Stockholder Approval may not yet have been obtained), all subject to further adjustment as provided in this Section 4. The foregoing provisions of this Section 4.1 shall similarly apply to successive reorganizations, consolidations, mergers, sales and transfers and to the stock or securities of any other corporation. If the per share consideration payable to Holder hereof for shares in connection with any such transaction is in a form other than cash or marketable securities, then the value of such consideration shall be determined in good faith by the Company's Board of Directors based on the amount the Holder would have otherwise been entitled to receive had the transaction or transactions not occurred. In all events, appropriate adjustment (as determined in good faith by the Company's Board of Directors) shall be made in the application of the provisions of this Note with respect to the rights and interests of Holder after the transaction, to the end that the provisions of this Note shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon conversion of this Note. The Company shall be obligated to retain and set aside, or otherwise make fair provision for exercise of the right of the Holder to receive, the shares of stock and/or other securities, cash or other property provided for in this Section 4.1.

  • Merger/Sale of Assets (A) A merger or consolidation of the Company whether or not approved by the Board, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or the parent of such corporation) at least 50% of the total voting power represented by the voting securities of the Company or such surviving entity or parent of such corporation, as the case may be, outstanding immediately after such merger or consolidation; or (B) the stockholders of the Company approve an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets; or

  • Sale and Purchase of Assets At the Closing, the Seller will sell, transfer, assign, convey, set over and deliver to the Purchaser, and the Purchaser will purchase, acquire and accept from the Seller all right, title and interest of the Seller in and to all of the assets, rights and properties of XxXxxxxxx Xxxxx, other than the Excluded Assets, that are owned or leased by the Seller primarily in connection with the conduct of the Business (collectively, the "PURCHASED ASSETS") including, without limitation, the following assets, rights and properties owned or leased by the Seller as of the Closing Date and primarily associated with the Business: (a) all machinery, equipment, motor vehicles, tools, dies, spare parts, furniture and fixtures, leasehold improvements, automobiles, trucks, non-inventoried supplies and other miscellaneous tangible personal property related to, used or held for use in connection with the Business as of the Closing Date including those assets listed on Schedule 2.1(a) that are not located at the Facility (collectively the "EQUIPMENT"); (b) all inventories of raw materials, work in process, finished products, goods, spare parts, replacement and component parts, and office, packaging and other supplies located at the Facility (collectively, the "INVENTORIES"); (c) all accounts and notes receivable and other current assets (other than the Inventories) of the Business, including without limitation all trade and other debts owed to the Seller in connection with the operation of the Business prior to the Closing Date; (d) the benefit of (but subject to the burden of) all contracts, agreements, leases, commitments, instruments, guaranties, bids, orders and proposals to which the Seller is a party primarily in connection with the Business as of the Closing Date, including the Assumed Contracts, but excluding all corporate-wide purchasing arrangements which relate generally to the Business and other divisions or business units of the Seller or any of its Affiliates and any other arrangements with other divisions or business units of the Seller or any of its Affiliates. Schedule 2.1(d) to this Agreement contains a complete list of all such contracts and other agreements to be transferred to the Purchaser hereunder (collectively, the "CONTRACTS"); (e) to the extent legally assignable, all Permits held by the Seller in connection with the Business as of the Closing Date; (f) all books, records (other than personnel records unless consented to by the relevant Employees), ledgers, files, documents, correspondence, lists, plats, drawings, creative materials, advertising and promotional materials, studies, reports and other printed or written materials used or held for use by the Seller primarily in connection with the Business which are material to continuing the operation of the Business as a going concern; (g) the real property owned by the Seller described on Schedule 4.8 of the Disclosure Schedules, together with all buildings, structures, improvements and fixtures and fittings located on or attached to such real property, and all rights appurtenant thereto (the "OWNED REAL PROPERTY"); (h) Intellectual Property used by the Seller and relating primarily to the Business, including the Seller's right to use the name "XxXxxxxxx Xxxxx" and the patents identified on Schedule 4.10; (i) all prepaid items, deposits and other similar rights to future services or goods of the Seller relating to the Business (the prepaid items, deposits and other similar items to be conveyed to the Purchaser pursuant hereto are hereinafter collectively referred to as the "PREPAID ITEMS"); (j) all rights of the Seller relating to the Business under express or implied warranties from suppliers with respect to the Purchased Assets to the extent the same are assignable; and (k) all other assets, whether tangible or intangible real or personal which exist on the Closing Date and which are primarily used in the Business.

  • Purchase and Sale of Assets Assumption of Liabilities 8 2.1 Purchase and Sale of Assets 8 2.2 Excluded Assets 10 2.3 Assumption of Liabilities 11 2.4 Excluded Liabilities 12 2.5 Further Conveyances and Assumptions; Consent of Third Parties 12 2.6 Purchase Price Allocation 13

  • Purchases of Assets Fund will, on each business day on which a purchase of Assets shall be made by it, deliver to Custodian Instructions which shall specify with respect to each such purchase: 1. The name of the issuer and description of the Assets; 2. The number of shares or the principal amount purchased, and accrued interest, if any; 3. The trade date; 4. The settlement date; 5. The purchase price per unit and the brokerage commission, taxes and other expenses payable in connection with the purchase; 6. The total amount payable by the Portfolio upon such purchase; 7. The name of the person from whom or the broker or dealer through whom the purchase was made; and 8. The name of the Portfolio with respect to which such purchase was made. In accordance with such Instructions, Custodian will pay for out of monies held for the Account of the applicable Portfolio, but only insofar as monies are available therein for such purpose, and receive the Assets so purchased by or for the Account of the applicable Portfolio. Such payment will be made only upon receipt by Custodian of the Assets so purchased in form for transfer satisfactory to Custodian.

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