Terms of Acquisition. A certificate of a senior officer of the --------------------- Company, dated the Effective Date, to the effect that (i) the cash portion of the purchase price paid by the Company in the Acquisition will not exceed $4,000,000,000 and (ii) the fees and expenses relating to the Acquisition will be substantially consistent with the amount set forth in the table of sources and uses heretofore furnished to the Co-Administrative Agents.
Terms of Acquisition. In accordance with the provisions of this Agreement and the requirements of applicable law, ElectroHealing will acquire from the Kxxxxxx one hundred percent (100%) of the ownership interests in the Assigned Patent, and, accordingly, ElectroHealing will be the sole owner of the Assigned Patent. Consummation of this Agreement will be upon the following terms and subject to the conditions set forth herein:
Terms of Acquisition. Securities Purchase 2 Section 2.2 Purchase Price; Payment of Purchase Price 3 Section 2.3 Working Capital Adjustment 3
Terms of Acquisition. A certificate of a senior officer of the -------------------- Company, dated the Amendment Effective Date to the effect that (i) the cash portion of the purchase price paid by the Company for the Acquisition does not exceed $3,000,000,000 plus or minus the aggregate purchase price adjustment as provided in the Asset Purchase Agreement, (ii) assuming that the Acquisition had been consummated on September 30, 1995, the amount of pension liabilities that would have been assumed by the Company in connection with the Acquisition (excluding those arising under the Seller's "Executive Plan" up to $33,000,000) would not have exceeded $478,000,000 and the amount of other post-retirement benefits liabilities that would have been assumed by the Company in connection with the Acquisition would not have exceeded $110,000,000, in each case as reflected on the balance sheet of the Acquired Business as at September 30, 1995 (subject to adjustments at the closing of the Acquisition and to the restatement thereof on the books of the Company) and (iii) the fees and expenses relating to the Acquisition will not exceed $135,000,000.
Terms of Acquisition. 1. Party A shall acquire from Party B thirteen VLOV stores (collectively the “VLOV Stores”) in Fujian Province by June 30, 2011 (the “Closing Date”) for a purchase price of XXX 00.0 xxxxxxx (xxx “Xxxxxxxx Xxxxx”), XXX 17.1 million of which shall be paid upon the execution of this Agreement and the remaining XXX 00 xxxxxxx xxxxx xx paid by the Closing Date.
2. Party A shall acquire all goods and properties in the VLOV Stores as of the Closing Date for no additional costs to the Purchase Price.
3. Party B shall deliver to Party A the administration and operations of the VLOV Stores in Fujian Province as of the Closing Date.
4. Party B shall undertake all debts and liabilities of the VLOV Stores as of the Closing Date.
5. Party A shall succeed the contracts that have been entered by the VLOV Stores.
Terms of Acquisition. On the basis of the representations, warranties, covenants, and agreements contained in this Agreement and subject to the terms and conditions of this Agreement, the total purchase price for the Assets ("Total Purchase Price") shall be:
a. Purchaser shall deliver at the Closing a cashiers check or immediately available funds in the amount of $250,000 payable to Seller, less all prepayments and adjustments as defined in Section 1.01(e).
b. Purchaser shall utilize its best efforts to collect all accounts receivable specified in Exhibit 1.01(f) outstanding at Closing in full, without discount or offset of any kind or character, and shall remit to Seller, within seven days of receipt of good funds, sixty percent (60%) of same, net of 60% of sales commission, if any, if, as and when received. Purchaser shall provide Seller, at Seller's request, with a monthly report of the status of such accounts receivable. Seller, at its sole cost and expense, shall have the right to audit the books and records of Purchaser to determine the status of such accounts receivable until all have been paid. Purchaser's obligation shall be secured by a properly executed and recorded financing statement.
c. Seller will bring all accounts payable (materials as well as other normal accounts payable) specified in Exhibit 1.03(c), to a net-30 basis as of February 29, 1996.
d. Purchaser shall pay to Seller three percent (3%) of all gross sales actually collected by Purchaser (including any affiliate of Purchaser, as such term is defined in the Securities Act of 1933) to Lucent Technology, its predecessor, successors and assigns, in connection with business currently conducted by Seller, or contemplated to be conducted by Purchaser, and Lucent Technology, within thirty days of receipt of good funds from any such sale and continuing for a period of two years from the date of the first such collection. Purchaser shall provide Seller with a quarterly report of the status of such sales, upon Seller's request. Seller, at its sole cost and expense, shall have the right to audit the books and records of Purchaser to determine the status of such sales until all have been paid. This purchaser's obligation shall be secured by a properly executed and recorded financing statement.
e. At closing, Eagle Aerospace, Inc. will assign to Purchaser the UBEL contract for no cash consideration other than the assumption of all obligations under such contract.
Terms of Acquisition. The Acquisition Agreement shall be in full force and effect. The terms, conditions and structure of the Mobeo Acquisition and the Acquisition Agreement, including any amendments thereto (and the documentation therefor ) shall be in form and substance reasonably satisfactory to the Lead Arranger. Lead Arranger shall have received copies of all filings made with any governmental authority in connection with the Mobeo Acquisition. The Mobeo Acquisition shall have been or shall simultaneously be consummated in all material respects in accordance with the terms hereof and the terms of the Acquisition Agreement and the other documentation therefor (without the waiver or amendment of any of the terms thereof unless consented to by Lead Arranger and the Lenders) that are in form and substance reasonably satisfactory to Agents (with any condition therein requiring the satisfaction or consent of Borrower being deemed to require the satisfaction of Lead Arranger).
Terms of Acquisition. In accordance with the provisions of this Agreement and the requirements of applicable law, the Acquisition shall have an Effective Date of the date hereof. Consummation of the Acquisition shall be upon the following terms and subject to the following conditions:
Terms of Acquisition. The Loadtrek acquisition and its terms shall be subject to the review and approval of Antara.
Terms of Acquisition. The acquisition will be structured as an acquisition of the Acquired Assets on the terms set forth in Exhibit A hereto (the “Transaction”), which terms have been reviewed, prepared and negotiated by the Parties in consultation with their respective legal counsel and other advisors. All material terms of the Transaction are set forth in Exhibit A hereto.
