CASH PURCHASE PRICE AT CLOSING Sample Clauses

CASH PURCHASE PRICE AT CLOSING. The aggregate cash consideration payable by Buyer to the Principal Stockholder (the "Cash Purchase Price") shall equal ONE MILLION FIVE HUNDRED THIRTY-TWO THOUSAND DOLLARS ($1,532,000) minus the Company Deficit (as hereinafter defined). The "Company Deficit" shall mean the amount by which the Company's total liabilities through and including the Closing (including, without limitation, the expenses incurred by the Company and the Principal Stockholder in connection with the transaction contemplated hereby, the Option Payment (as defined in Section 2.3(a) hereof) and the indebtedness under that certain promissory note dated as of December 18, 1998 issued by the Company for the benefit of Buyer) exceed the Company's total current assets as reflected on the balance sheet of the Company as of the close of business on the Closing Date. Such Closing Date balance sheet which was prepared on a pro forma basis (the "Closing Date Balance Sheet") and delivered by the Company on the day preceding the Closing Date was agreed to by Buyer and the Company. The parties agree that the Cash Purchase Price is subject to a post-closing adjustment based on the review and determination as provided under Section 1.6(b)(ii) hereof. As used herein the Cash Purchase Price determined based on the Closing Date Balance Sheet shall be referred to as the "Closing Date Cash Purchase Price." At the Closing, Buyer shall issue to the Principal Stockholder a promissory note with a principal amount equal to the Closing Date Cash Purchase Price, $100,000 (the "Cash Escrow Amount") of which shall be payable on January 4, 1999, without interest, to the Principal Stockholder but shall be delivered to Peabody & Xxxxxx LLP (the "Escrow Agent") to be held in escrow in accordance with the terms of an Escrow Agreement in the form of EXHIBIT A attached hereto (the "Escrow Agreement") and the remainder shall be payable, without interest, to the Principal Stockholder on January 4, 1999. As used herein the "Per Share Cash Payment" shall be determined by dividing the Cash Purchase Price by the total number of Company Shares outstanding immediately prior to the Effective Time (the "Company Share Number").
Sample 1
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CASH PURCHASE PRICE AT CLOSING. The aggregate cash consideration payable by Buyer to the Stockholders shall equal SEVEN HUNDRED AND FIFTY THOUSAND DOLLARS ($750,000) (the "Cash Purchase Price"). As used herein, the term "Per Share Cash Payment" shall mean the per share cash consideration payable by Buyer to the Stockholders determined by dividing the Cash Purchase Price by the total number of Company Shares outstanding immediately prior to the Effective Time (the "Company Share Number").
Sample 1

Related to CASH PURCHASE PRICE AT CLOSING

  • Payment at Closing The Borrower shall have paid (A) to the Administrative Agent, the Arrangers and the Lenders the fees set forth or referenced in Section 4.3 and any other accrued and unpaid fees or commissions due hereunder, (B) all reasonable fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent accrued and unpaid prior to or on the Closing Date, plus such additional amounts of such reasonable fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent) and (C) to any other Person such amount as may be due thereto in connection with the transactions contemplated hereby, including all taxes, fees and other charges in connection with the execution, delivery, recording, filing and registration of any of the Loan Documents.

  • Cash Purchase Price The term "Cash Purchase Price" shall have the meaning set forth in Section 2.3(a).

  • Purchase Price Closing (a) The total amount which the buying party shall pay the selling party in a purchase shall be the amount that the selling party would have received if the Company (i) sold the Property for an amount equal to the Buy-Sell Stated Value, (ii) satisfied the indebtedness of the Company specifically referred to in subsection (b) below (and no other liabilities) out of the sale proceeds and (iii) distributed the remaining balance to Administrative Agent and PACOP in accordance with their respective percentage ownership interests in the Company (i.e., 51%, in the case of PACOP, and up to 49%, in the case of Administrative Agent).

  • Purchase Price; Consideration Purchaser shall, on the date hereof (the “Closing Date”), issue to Seller a promissory note, substantially in the form attached hereto as Exhibit B, in the sum of Fifteen Thousand Dollars ($15,000) (the “Promissory Note”) as the consideration for the Ownership Interests.

  • Cash at Closing At Closing, Purchaser shall pay to Seller, by wire transferred current federal funds, an amount equal to the Purchase Price, minus the sum of the Xxxxxxx Money which Seller receives at Closing from the Escrowee, and plus or minus, as the case may require, the closing prorations and adjustments to be made pursuant to Section 4(C) below.

  • Closing Purchase Price The Closing Purchase Price (the "Closing Purchase Price") shall be paid or delivered by Buyer at Closing in the following manner:

  • Post-Closing Purchase Price Adjustment (a) As promptly as practicable, but in no event later than ninety (90) days following the date of the Applicable Closing, Parent shall prepare and deliver to SunGard Data a statement (the “Post-Closing Statement”), certified by the chief financial officer of Parent and accompanied by reasonable supporting detail, setting forth the Closing Net Working Capital, the Company Transaction Fees and Expenses and the Merger Consideration, including, in each case, the calculation thereof in reasonable detail. The calculations set forth in the Post-Closing Statement shall be final and binding on all Parties unless SunGard Data gives Parent written notice of its objections thereto (an “Objection Notice”), with reasonable supporting detail as to each such objection (each, a “Post-Closing Calculation Objection”), within forty-five (45) days after receipt of the Post-Closing Statement (the “Objection Period”). In the event SunGard Data fails to give Parent an Objection Notice prior to the expiration of the Objection Period or otherwise earlier notifies Parent in writing that SunGard Data has no objections to the calculations set forth in the Post-Closing Statement, the Post-Closing Statement shall be deemed final and binding on all Parties hereto, and all payments to be made in accordance with Section 3.4(d) shall be derived therefrom. Any component of the calculations set forth in the Post-Closing Statement that is not the subject of a timely delivered Objection Notice by SunGard Data shall be final and binding on all Parties except to the extent such component could be affected by other components of the calculations set forth in the Post-Closing Statement. Throughout the period following the Closing Date until the components of the calculations set forth in the Post-Closing Statement are deemed final and binding pursuant to this Section 3.4, subject to Section 7.21, Parent shall permit SunGard Data and its Representatives reasonable access (with the right to make copies), during business hours upon reasonable advance notice, to the financial books and records of the Surviving Corporation and its Subsidiaries for the purposes of the review and objection right contemplated herein.

  • The Purchase Price Notwithstanding the termination of the Option, Grantee will be entitled to exercise its rights under this Section 6(c) if it has exercised such rights in accordance with the terms hereof prior to the termination of the Option.

  • Share Purchase Price The aggregate purchase price for the Purchased Shares (the "Share Purchase Price") will consist of the payment of an amount of cash, equal to $30.10 per Purchased Share, as set forth on Schedule I.

  • Purchase Price; Allocation of Purchase Price (a) Subject to the terms and conditions of this Agreement, the purchase price for the Interests and the Purchased Assets (other than the Specified OUS Assets) (such amount, the “Purchase Price”) is payable as follows:

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