Common use of Total Consideration Clause in Contracts

Total Consideration. Subject to the satisfaction of all Closing Conditions (as defined in Section 6.1.1), the total aggregate consideration paid for the Share in the Companies by the Purchaser in the Closing, payable or issuable (as the case may be) to the Sellers in the amounts set forth on Schedule B, shall be each and all of the following (collectively, the “Purchase Price”): 2.1.1 A cash payment of Thirty Million Dollars (USD $30,000,000) (the “Closing Cash Consideration”), which shall be wired to the Sellers in accordance with wire instructions provided by the Sellers to the Purchaser at the Closing. 2.1.2 Eighty-Two Million, One Hundred Forty One Thousand Eight Hundred and Fifty Seven (82,141,857) restricted shares of the Purchaser’s common stock, par value $0.00001 per share (the “Purchaser Common Stock” and the “Closing Common Stock”), valuing each share of Purchaser Common Stock at Three U.S. Dollars ($3.00) per Purchaser Common Stock share (the “Purchaser Share Value”) issuable at Closing. 2.1.3 One Thousand (1,000) shares of the Purchaser’s Series C preferred stock, par value $0.00001 per share (the “Purchaser Series C Preferred Stock”), convertible pursuant to its terms at a 1:1 ratio into 1,000 shares of the Purchaser Common Stock issuable at Closing. Collectively, the Closing Common Stock and the Purchaser Series C Preferred Stock are herein referred to as, the “Closing Shares.” 2.1.4 The additional sum of (i) Five Million Dollars (USD $5,000,000) (the “Contingent Post-Closing Cash Consideration”) and (ii) Five Million (5,000,000) restricted shares of Purchaser Common Stock (the “Post-Closing Shares”, and together with the Contingent Post-Closing Cash Consideration, the “Contingent Post-Closing Consideration”) shall be paid and issued to the Sellers within five (5) Business Days following the Determination Date (hereafter defined) if (and only if) Purchaser has determined that each of the Post-Closing Payment Conditions (hereafter defined) have been satisfied, which Post-Closing Shares have an agreed aggregate value of Fifteen Million Dollars (USD $15,000,000). For purposes of the foregoing, the “Determination Date” means the date that is six (6) months after the Closing Date and the “Contingent Post-Closing Payment Conditions” are as follows: the Sellers and their Affiliates are not then in default in any of their material obligations, covenants or representations under this Agreement, any of the Transaction Documents, or any other agreement with Purchaser beyond any applicable cure periods herein or therein, as confirmed by Sellers in a signed writing delivered to Purchaser and verified by the Purchaser within five (5) Business Days thereafter. The date the Post-Closing Shares are issued shall be defined herein as the “Post-Closing Issuance Date”.

Total Consideration. (a) Subject to the satisfaction of all Closing Conditions adjustments described in clause (as defined in Section 6.1.1)b) below, the total aggregate consideration to be paid by Buyer for the Share Shares is the sum of: (i) $1,200,000 (the "Closing Purchase Price"), payable in cash by wire transfer at the Closing to the Shareholder in the Companies by manner provided in Section 2.03; (ii) $1,000,000 (the Purchaser "Installment Purchase Price" and together with the Closing Purchase Price, the "Cash Purchase Price") payable to the Shareholder in the Closingfour (4) equal annual payments of $250,000 in immediately available funds within thirty (30) calendar days of December 31, payable or issuable 2000, December 31, 2001, December 31, 2002 and December 31, 2003 (as the case may beeach an "Installment Purchase Price Payment Date") to the Sellers in the amounts set forth on Schedule B, shall be each and all of the following (collectively, the “Purchase Price”): 2.1.1 A cash payment of Thirty Million Dollars (USD $30,000,000) (the “Closing Cash Consideration”), which shall be wired to the Sellers in accordance with wire instructions provided account designated by the Sellers Shareholder prior to the Purchaser at the Closing.each such date; 2.1.2 Eighty-Two Million, One Hundred Forty One Thousand Eight Hundred and Fifty Seven (82,141,857iii) restricted 130,000 shares of the Purchaser’s common stock, par value $0.00001 .01 per share share, of Buyer to be issued to the Shareholder at the Closing, in the manner provided in Section 2.05 and subject to the transfer restrictions set forth in Section 5.08 (the “Purchaser Common Stock” "Issued Shares" and together with the Cash Purchase Price, the "Total Fixed Consideration"); and (iv) an earn-out payable in accordance with Section 2.03 (such earn-out, when used together with the Installment Purchase Price being hereafter referred to as the "Deferred Purchase Price" and when used together with the Total Fixed Consideration, being hereafter referred to as the "Total Consideration"). Any payments of the Deferred Purchase Price shall be deemed to include interest at the lowest rate provided under the Internal Revenue Code of 1986, as amended (the "Code") for installment obligations. (b) As promptly as practicable, but not more than thirty (30) days, after the Closing Date, Buyer shall prepare, at its cost, in consultation with the Shareholder and in conformity with generally accepted accounting principals ("GAAP"), applied on a basis consistent with the Annual Financial Statements, and deliver to the Shareholder, a balance sheet of the Company as of the close of business on the Closing Date (the "Closing Date Statement") and its calculation of Working Capital as of the close of business on the Closing Date. The costs and expenses of preparing the Closing Date Statement shall be borne by Buyer, and the “Closing Common Stock”), valuing each share costs and expenses of Purchaser Common Stock at Three U.S. Dollars ($3.00) per Purchaser Common Stock share (the “Purchaser Share Value”) issuable at Closing. 2.1.3 One Thousand (1,000) shares of the Purchaser’s Series C preferred stock, par value $0.00001 per share (the “Purchaser Series C Preferred Stock”), convertible pursuant to its terms at a 1:1 ratio into 1,000 shares of the Purchaser Common Stock issuable at Closing. Collectively, reviewing the Closing Common Stock and Date Statement, if any, shall be borne by the Purchaser Series C Preferred Stock are herein Shareholder. The Purchase Price shall be decreased (any such decrease being hereinafter referred to as, the “"Closing Shares.” 2.1.4 The additional sum Adjustment"), if at all, by the amount by which Working Capital at Closing is less than $500,000. To the extent that Working Capital at Closing is more than $500,000, the Basket Amount (as defined in Section 8.02(b)) will be increased by fifty percent (50%) of (i) Five Million Dollars (USD $5,000,000) such excess (the “Contingent Post-"Basket Adjustment"). Any disputes arising in connection with the calculation of Working Capital on the Closing Cash Consideration”Date Statement shall be resolved in accordance with the procedures set forth in Sections 2.02(c) and (ii) Five Million (5,000,000) restricted shares of Purchaser Common Stock (the “Post-2.02(d). The Closing Shares”Adjustment, and together with the Contingent Post-Closing Cash Considerationif any, the “Contingent Post-Closing Consideration”) shall be paid to Buyer by the Shareholder by wire transfer in immediately available funds within ten (10) days after final determination of the Closing Adjustment. The parties agree and issued acknowledge that Buyer may take the actions contemplated by Section 5.09 prior to the Sellers within five (5) Business Days following the Determination Date (hereafter defined) if (and only if) Purchaser has determined that each calculation of the Post-Closing Payment Conditions (hereafter defined) have been satisfied, which Post-Closing Shares have an agreed aggregate value of Fifteen Million Dollars (USD $15,000,000)Working Capital. For the purposes of the foregoing, the “Determination Date” means the date that is six (6) months after the Closing Date and the “Contingent Post-Closing Payment Conditions” are as follows: the Sellers and their Affiliates are not then in default in any of their material obligations, covenants or representations under this Agreement, "Working Capital" means the aggregate amount of cash, plus accounts receivable, plus inventory of product held for sale (but specifically excluding any advances, loans receivable or notes payable arising out of the Transaction Documentstransactions contemplated by this Agreement), less the aggregate amount of the liabilities of the Company, including, without limitation, accounts payable, deferred revenue, accrued payroll expense and any notes payable or any other agreement accrued interest on notes payable all as computed in accordance with Purchaser beyond any applicable cure periods herein or therein, as confirmed by Sellers in a signed writing delivered to Purchaser and verified by the Purchaser within five (5) Business Days thereafter. The date the Post-Closing Shares are issued shall be defined herein as the “Post-Closing Issuance Date”GAAP.

Total Consideration. Subject At the Closing Date, Purchaser agrees to purchase the Purchased Assets and assume the Assumed Liabilities. In consideration of the foregoing, Purchaser shall pay to Company within twelve months from the Closing Date the amount of On Hundred Thirty Six Thousand Two Hundred Sixty Dollars ($136,260.00), provided that, Purchaser may offset such amount against any amounts then due and owing from either the Company or TAGZ (the "Net Amount"), and either pay the Net Amount to the satisfaction of all Closing Conditions (as defined in Section 6.1.1)Company or if the Net Amount is due to the Purchaser, the total aggregate consideration paid for the Share in the Companies by the Purchaser in the ClosingCompany or TAGZ, payable or issuable (as the case may be) , shall immediately pay the Net Amount to the Sellers in Purchaser. Lenders agree to the amounts set forth on Schedule B, shall be each unconditional assignment and all transfer of the following (collectively, the “Purchase Price”): 2.1.1 A cash payment of Thirty Million Dollars (USD $30,000,000) (the “Closing Cash Consideration”), which shall be wired to the Sellers in accordance with wire instructions provided by the Sellers Loans to the Purchaser at and release the Closing. 2.1.2 Eighty-Two Million, One Hundred Forty One Thousand Eight Hundred Company and Fifty Seven (82,141,857) restricted shares of the Purchaser’s common stock, par value $0.00001 per share (the “Purchaser Common Stock” TAGZ from any and the “Closing Common Stock”), valuing each share of Purchaser Common Stock at Three U.S. Dollars ($3.00) per Purchaser Common Stock share (the “Purchaser Share Value”) issuable at Closing. 2.1.3 One Thousand (1,000) shares of the Purchaser’s Series C preferred stock, par value $0.00001 per share (the “Purchaser Series C Preferred Stock”), convertible pursuant to its terms at a 1:1 ratio into 1,000 shares of the Purchaser Common Stock issuable at Closing. Collectively, the Closing Common Stock and the Purchaser Series C Preferred Stock are herein referred to as, the “Closing Shares.” 2.1.4 The additional sum of (i) Five Million Dollars (USD $5,000,000) (the “Contingent Post-Closing Cash Consideration”) and (ii) Five Million (5,000,000) restricted shares of Purchaser Common Stock (the “Post-Closing Shares”, and together all furture liability with the Contingent Post-Closing Cash Consideration, the “Contingent Post-Closing Consideration”) shall be paid and issued respect to the Sellers within five (5) Business Days following the Determination Date (hereafter defined) if (and only if) Purchaser has determined that each of the Post-Closing Payment Conditions (hereafter defined) have been satisfied, which Post-Closing Shares have an agreed aggregate value of Fifteen Million Dollars (USD $15,000,000)Loans. For purposes In consideration of the foregoing, Lenders shall receive from the “Determination Date” means the date that is six (6) months after the Closing Date and the “Contingent Post-Closing Payment Conditions” are as follows: the Sellers and their Affiliates are not then in default in any of their material obligations, covenants or representations under this Agreement, any Company 325,000 shares of the Transaction Documentscommon stock of Tangible Asset Galleries, or any other agreement with Purchaser beyond any applicable cure periods herein or thereinInc., as confirmed by Sellers in which stock has not been registered and shall contain a signed writing delivered restrictive legend similar to Purchaser and verified by the Purchaser within five following: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (5THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF FOR A PERIOD OF ONE YEAR FROM THE ISSUANCE THEREOF EXCEPT (i) Business Days thereafter. The date the Post-Closing Shares are issued shall be defined herein as the “Post-Closing Issuance Date”PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND ANY APPLICABLE STATE LAWS OR (ii) UPON THE EXPRESS WRITTEN AGREEMENT OF THE COMPANY AND COMPLIANCE, TO THE EXTENT APPLICABLE, WITH RULE 144 UNDER THE ACT (OR ANY SIMILAR RULE UNDER THE ACT RELATING TO THE DISPOSITION OF SECURITIES.)

Total Consideration. Subject 4.1 The Total Consideration for the sale and purchase of the Assets under this Agreement, the Trade Xxxx Licence and the giving of the covenants in Clause 19 shall be the payment by the Purchasers to the satisfaction Sellers (or such other persons as the Sellers may direct in writing on their behalf prior to the Completion) of the sum of thirty-one million Dollars (US$31,000,000 being the `Initial Consideration') TOGETHER WITH the payment of the Deferred Consideration as and when due, and TOGETHER FURTHER WITH the arrangement for the collection of the Excluded Accounts Receivables as further set out at Clause 4.4 below and TOGETHER FURTHER WITH the amounts identified for the Stock, the Pre-paid Expenses and the Tangible Assets as set forth in the Final Balance Sheets of the Sellers as of Completion. In order to facilitate the Completion, the Parties agree that the Purchasers shall make a payment to the Sellers on Completion (or such other persons as the Sellers may direct in writing on their behalf prior to the Completion) an amount equal to the book market value of the Stock, the Pre-paid Expenses and the Tangible Assets as set forth on the Estimated Balance Sheets of the Sellers, which payment shall be subject to adjustment as contemplated in Clause 7.5 upon the determination of the Final Balance Sheets. 4.2 The Parties agree that, subject to this Clause 4.2, the Initial Consideration together with the Deferred Consideration payable for each of the Assets and for the giving of the covenants in Clause 19 shall be subject to allocation. Within seven (7) Business Days following the Effective Date, or such additional period of time as the Parties shall agree in writing, the Purchasers and Sellers shall prepare a schedule allocating the Initial Consideration and Deferred Consideration for each of the Assets and for the giving of the covenants in Clause 19 based upon the relative values of the UK Business, the French Business and the German Business and the value of the Assets used in each of the Businesses and the giving of the covenants in Clause 19 hereof. In the event the Purchasers and the Sellers cannot agree on the allocation of the Initial Consideration and the Deferred Consideration within such seven (7) Business Day period (or such longer period as they may agree in writing) the Purchasers and the Sellers will elect within a further five (5) Business Day period an independent accounting firm mutually acceptable to the Purchasers and the Sellers to determine such allocation. If the Purchasers and the Sellers are unable to agree on the choice of an independent accounting firm within such five (5) Business Day period they will, within a further two (2) Business Day period, select an internationally recognised independent public accounting firm by drawing a lot (after excluding their regular external accounting adviors). The independent accounting firm so selected shall prepare an allocation schedule allocating the Initial Consideration and the Deferred Consideration amongst the Assets based upon the relative values of the UK Business, the German Business and the French Business and the value of the Assets of each such Business and the giving of the covenants in Clause 19 hereof. The allocation schedule finally determined in accordance with this Clause 4.2 shall be conclusive and binding upon the Parties. The allocation of the Assets shall be those identified and listed at Clause 2.1 above, excluding the Stock, Tangible Assets and the Excluded Assets Receivables. 4.3 The Initial Consideration and the Deferred Consideration shall be apportioned to the various classes of Assets in accordance with Clause 4.2 above in proportion to the amount payable for them under this Clause (subject to any deduction from said allocation which may be imposed in relation to a net present value in respect of the Deferred Consideration) and as so apportioned shall be adopted by the Parties for all Closing Conditions purposes including Tax and stamp duty (if any) together with any other registration taxes due and payable throughout the Territory. The Parties agree that further sums forming part of the Total Consideration shall be added to or subtracted from the allocation pursuant to this Clause. The Parties agree that they will each present their computations and reliefs for Taxation purposes on the basis of the above figures unless as defined otherwise varied by the terms of this Clause. 4.4 From the Completion Date, the Purchasers shall be or the Purchasers shall procure that they shall be responsible for collecting on behalf of the Sellers the Excluded Accounts Receivables for a period of one (1) year from Completion at the Purchasers' own cost and expense and shall report and remit the same to ZDEL on a quarterly basis throughout that year (the usual quarter days being 31 March, 30 June, 30 September and 31 December each year) in Section 6.1.1the currency in which payments are received for the said Excluded Accounts Receivables PROVIDED THAT: a. if, on the date which is one hundred and eighty (180) days from the Completion Date (the 'Measurement Date'), the total Purchasers (or one of the Purchasers' Group) have collected and remitted or have procured the collection and remittance to ZDEL in accordance with this Clause 4.4 an aggregate consideration amount less than the Closing Net Receivable Amount (said amount being the 'Collected Amount' in funds in the currencies in which they are received) the Purchasers will pay to ZDEL a sum equal to fifty per cent (50.00%) of the Accounts Receivable Deficit up to a maximum capped amount of one million five hundred thousand Dollars (US$1,500,000) (the 'Shortfall Balancing Payment'). The Shortfall Balancing Payment shall be paid by telegraphic transfer to a bank account designated by the Companies within thirty (30) days of the Measurement Date; b. if the Purchasers are required to make a Shortfall Balancing Payment pursuant to Clause 4.4 a. above, the Purchasers shall continue to be responsible to collect on the Sellers' behalf any remaining outstanding Excluded Accounts Receivables and shall remit the same to ZDEL on a quarterly basis PROVIDED THAT once the Purchasers have remitted to ZDEL additional Excluded Accounts Receivables collected after the Measurement Date such that the aggregate amount remitted to ZDEL (including amounts remitted prior to the Measurement Date but excluding the amount of the Shortfall Balancing Payment) equals the Closing Net Receivable Amount less three million Dollars (US$3,000,000), the Purchasers shall be entitled to retain fifty per cent (50.00%) of any Excluded Accounts Receivables collected thereafter in excess of such Closing Net Receivable Amount less three million Dollars (US$3,000,000) so long as the Purchasers remit the other fifty per cent (50.00%) of such Excluded Accounts Receivable to ZDEL within thirty (30) days of the close of each quarter; c. if, on the Measurement Date, the Purchasers (or one of the Purchasers' Group) have collected and remitted or procured the collection and remittance to ZDEL in accordance with this Clause 4.4 of an aggregate Collected Amount equal to or in excess of the Closing Net Receivable Amount, the Purchasers shall retain fifty per cent (50.00%) of the Accounts Receivable Excess so long as the Purchasers (or the relevant member of the Purchasers' Group) remits the other fifty per cent (50.00%) of such Accounts Receivable Excess to ZDEL within thirty (30) days of the close of each quarter; d. for the Share avoidance of doubt, the Computations set out at Schedule 7 shall provide a worked example of the arrangements contemplated in this Clause 4.4. In particular, Example 1 and Example 2 shall be an illustrative computation for the purposes of Clause 4.4 a. and b. and Example 3 shall be an illustrative computation for the purposes of Clause 4.4c. 4.5 The Purchasers agree to use reasonable efforts to collect the Excluded Accounts Receivable for the benefit of the Sellers and to make such efforts as the Purchasers use to collect their own accounts receivable. Any collections after the Completion Date by the Purchasers with respect to the accounts receivables of the Businesses shall be credited against the accounts receivable owed by the payor in question in the Companies order such payor's receivables were invoiced by the Purchaser Sellers, except to the extent a payor indicates in writing that it wishes to pay a particular account receivable with such payment. The Purchasers shall not agree to any settlement, discount or reduction of any Excluded Account Receivable without the Closingprior written consent of ZDEL such consent not to be unreasonably withheld or delayed. The Purchasers shall not assign, pledge or grant a security interest in any of the Excluded Accounts Receivable to any third party or claim a security interest in any of the Excluded Accounts Receivable. After the period of one (1) year referred to in Clause 4.4 above, the Parties agree that the Purchasers shall no longer have any continuing responsibility, obligation or liability for the collection and remittance of the Excluded Accounts Receivables. After this period it shall be up to the Sellers to decide whether to continue to collect any Excluded Accounts Receivables SAVE THAT the Purchasers shall first consent in writing (such consent not to be unreasonably withheld or delayed) to the bringing of any action (or such like) against any party so obligated to any one of the Sellers for any such Excluded Accounts Receivables after this time. 4.6 The Total Consideration payable by the Purchasers to the Parent or issuable the Sellers' Group (as the case may be) and as directed by the Parent to the Purchasers from time to time shall be exclusive of any amounts in respect of VAT payable. If the payment of any part of the Total Consideration shall constitute the consideration for a supply of all or any part of the Assets under this Agreement for VAT purposes, the Purchasers shall, upon production of an appropriate invoice for VAT purposes, pay to the relevant Seller making such supply by way of adjustment to the Total Consideration and in accordance with Sub-Clause 4.4 an amount equal to any VAT properly chargeable in respect of the relevant supply where such VAT is the liability of the payee. 4.7 Any and all amounts to be paid pursuant to this Clause 4 shall be paid by telegraphic transfer in same day funds (save as to the provisions contained in Clause 4.4) to ZDEL's account, details of which shall be provided in writing to the Purchasers prior to Completion. 4.8 The Purchasers declare that it is a member of a group of companies in the Netherlands for VAT purposes. 4.9 In addition to the amounts to be paid by the Purchasers to the Sellers pursuant to this Clause 4 as consideration for the sale and purchase of the Assets, the Purchasers shall assume the Assumed Obligations as provided in Clause 10 below. In addition to the above the Parties shall enter into the Completion Documents as at the Effective Date in the amounts set forth on Schedule B, shall be each and all of the following (collectively, the “Purchase Price”): 2.1.1 A cash payment of Thirty Million Dollars (USD $30,000,000) (the “Closing Cash Consideration”), which shall be wired to the Sellers in accordance with wire instructions provided by the Sellers to the Purchaser at the ClosingAgreed Form. 2.1.2 Eighty-Two Million, One Hundred Forty One Thousand Eight Hundred and Fifty Seven (82,141,857) restricted shares of the Purchaser’s common stock, par value $0.00001 per share (the “Purchaser Common Stock” and the “Closing Common Stock”), valuing each share of Purchaser Common Stock at Three U.S. Dollars ($3.00) per Purchaser Common Stock share (the “Purchaser Share Value”) issuable at Closing. 2.1.3 One Thousand (1,000) shares of the Purchaser’s Series C preferred stock, par value $0.00001 per share (the “Purchaser Series C Preferred Stock”), convertible pursuant to its terms at a 1:1 ratio into 1,000 shares of the Purchaser Common Stock issuable at Closing. Collectively, the Closing Common Stock and the Purchaser Series C Preferred Stock are herein referred to as, the “Closing Shares.” 2.1.4 The additional sum of (i) Five Million Dollars (USD $5,000,000) (the “Contingent Post-Closing Cash Consideration”) and (ii) Five Million (5,000,000) restricted shares of Purchaser Common Stock (the “Post-Closing Shares”, and together with the Contingent Post-Closing Cash Consideration, the “Contingent Post-Closing Consideration”) shall be paid and issued to the Sellers within five (5) Business Days following the Determination Date (hereafter defined) if (and only if) Purchaser has determined that each of the Post-Closing Payment Conditions (hereafter defined) have been satisfied, which Post-Closing Shares have an agreed aggregate value of Fifteen Million Dollars (USD $15,000,000). For purposes of the foregoing, the “Determination Date” means the date that is six (6) months after the Closing Date and the “Contingent Post-Closing Payment Conditions” are as follows: the Sellers and their Affiliates are not then in default in any of their material obligations, covenants or representations under this Agreement, any of the Transaction Documents, or any other agreement with Purchaser beyond any applicable cure periods herein or therein, as confirmed by Sellers in a signed writing delivered to Purchaser and verified by the Purchaser within five (5) Business Days thereafter. The date the Post-Closing Shares are issued shall be defined herein as the “Post-Closing Issuance Date”.