Sale of Assets Purchase Price. 7 2.1 Purchase and Sale of the Assets.......................................................7 2.2
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").
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.
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."
Sale of Assets Purchase Price. 2.1 Purchase and Sale of the TMS Assets and License of Related Intellectual Property.
Sale of Assets Purchase Price. 14 2.1 Purchase and Sale of Assets 14 2.2 Purchase Price 16 2.3 Purchase Price Adjustments 16 2.4 Preliminary Settlement Statement 17 2.5 Final Settlement Statement 18 2.6 Allocated Values 18 2.7 Suspended Funds 19 2.8 Assumed Liabilities 19
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.
Sale of Assets Purchase Price. 2.1 Purchase and Sale of the Acquired Assets; License of Conquest Patents.
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 4.
Sale of Assets Purchase Price
