Common use of Consideration for the Assets Clause in Contracts

Consideration for the Assets. The aggregate consideration for the Assets shall consist of (i) an amount equal to $43,100,000, subject to proration as set forth in Section 3.2 and adjustment as set forth in Section 3.3 (the "Purchase Price") and (ii) the assumption by Buyer of the Assumed Liabilities. The Purchase Price shall be payable as follows: (a) $1,077,500 (the "Deposit"), payable concurrently with the execution and delivery of this Agreement in cash by means of wire or interbank transfer in immediately available funds to the account of The Chase Manhattan Bank (the "Escrow Agent"), to be held, administered and distributed for the respective benefits of the parties hereto in accordance with the terms of this Agreement and the Escrow Agreement among Seller, Buyer and the Escrow Agent dated the date of this Agreement (the "Escrow Agreement") in the form set forth as Exhibit B attached hereto, and (b) $42,022,500, as adjusted by the prorations and adjustments set forth in the Preliminary Adjustments Report but subject to Sections 3.3(c), (d) and (e) and to the last sentence of Section 3.4(a), payable by Buyer to Seller, or Seller's designee, at Closing in cash by means of wire or interbank transfer in immediately available funds. At Closing, Seller and Buyer shall direct the Escrow Agent to release any interest, earnings and gains then accrued on the Deposit to Buyer, or Buyer's designee, in accordance with the terms of the Escrow Agreement and Escrow Agent shall retain the Deposit, in accordance with the terms of the Escrow Agreement, for the satisfaction of indemnification claims by Buyer against Seller, if any, pursuant to Article XII.

Consideration for the Assets. The aggregate consideration for the Assets shall consist of (i) an amount equal to $43,100,00019,750,000, subject to proration as set forth in Section 3.2 and adjustment as set forth in Section 3.3 (the "Purchase PricePURCHASE PRICE") and (ii) the assumption by Buyer of the Assumed Liabilities. The Purchase Price shall be payable as follows: (a) $1,077,500 493,750 (such amount, as increased by any earnings thereon and as reduced by any disbursements or losses on investments, the "DepositDEPOSIT"), payable concurrently with the execution and delivery of this Agreement in cash by means of wire or interbank transfer in immediately available funds to the trust account of The Chase Manhattan Bank Kaye, Xxholer, Fierman, Hays & Xandler, LLP (the "Escrow AgentESCROW AGENT"), to be held, administered and distributed for the respective benefits of the parties hereto in accordance with the terms of this Agreement and the Escrow Agreement among Seller, Buyer and the Escrow Agent dated the date of this Agreement (the "Escrow AgreementESCROW AGREEMENT") in the form set forth as Exhibit B attached hereto, hereto and (b) $42,022,500, as adjusted by the prorations and adjustments set forth in the Preliminary Adjustments Report but subject to Sections 3.3(c), (d) and (e) and to the last sentence of Section 3.4(a), 19,750,000 payable by Buyer to Seller, or Seller's designee, at Closing in cash by means of wire or interbank transfer in immediately available funds, reduced by the amount, if any, of the Deposit actually released to Seller, or Seller's designee. At Closing, Seller and Buyer shall direct the Escrow Agent to release any interest, earnings and gains then accrued on the Deposit to BuyerSeller, or BuyerSeller's designee, in accordance with the terms of the Escrow Agreement Agreement. Simultaneously with the payment of the Purchase Price, Seller shall deposit $493,750 (such amount, as increased by any earnings thereon and as reduced by any disbursements or losses on investments, "SELLER'S ESCROW") in cash by means of wire or interbank transfer of immediately available funds to the account of the Indemnity Escrow Agent shall retain the DepositAgent, to be held, administered, and distributed in accordance with the terms of this Agreement and the Indemnity Escrow Agreement, for the satisfaction of indemnification claims by Buyer against Seller, if any, pursuant to Article XII.

Consideration for the Assets. The aggregate consideration for the Assets shall consist of (i) an amount equal to $43,100,00019,750,000, subject to proration as set forth in Section 3.2 and adjustment as set forth in Section 3.3 (the "Purchase Price") and (ii) the assumption by Buyer of the Assumed Liabilities. The Purchase Price shall be payable as follows: (a) $1,077,500 493,750 (such amount, as increased by any earnings thereon and as reduced by any disbursements or losses on investments, the "Deposit"), payable concurrently with the execution and delivery of this Agreement in cash by means of wire or interbank transfer in immediately available funds to the trust account of The Chase Manhattan Bank Xxxx, Scholer, Fierman, Xxxx & Handler, LLP (the "Escrow Agent"), to be held, administered and distributed for the respective benefits of the parties hereto in accordance with the terms of this Agreement and the Escrow Agreement among Seller, Buyer and the Escrow Agent dated the date of this Agreement (the "Escrow Agreement") in the form set forth as Exhibit B attached hereto, hereto and (b) $42,022,500, as adjusted by the prorations and adjustments set forth in the Preliminary Adjustments Report but subject to Sections 3.3(c), (d) and (e) and to the last sentence of Section 3.4(a), 19,750,000 payable by Buyer to Seller, or Seller's designee, at Closing in cash by means of wire or interbank transfer in immediately available funds, reduced by the amount, if any, of the Deposit actually released to Seller, or Seller's designee. At Closing, Seller and Buyer shall direct the Escrow Agent to release any interest, earnings and gains then accrued on the Deposit to BuyerSeller, or BuyerSeller's designee, in accordance with the terms of the Escrow Agreement Agreement. Simultaneously with the payment of the Purchase Price, Seller shall deposit $493,750 (such amount, as increased by any earnings thereon and as reduced by any disbursements or losses on investments, "Seller's Escrow") in cash by means of wire or interbank transfer of immediately available funds to the account of the Indemnity Escrow Agent shall retain the DepositAgent, to be held, administered, and distributed in accordance with the terms of this Agreement and the Indemnity Escrow Agreement, for the satisfaction of indemnification claims by Buyer against Seller, if any, pursuant to Article XII.

Consideration for the Assets. The aggregate consideration for the Assets shall consist of (i) an amount equal to $43,100,00030,636,900, subject to proration as set forth in Section 3.2 and adjustment as set forth in Section 3.3 (the "Purchase Price") and (ii) the assumption by Buyer of the Assumed Liabilities. The Purchase Price shall be payable as follows: (a) $1,077,500 765,923 (such amount, as increased by any earnings thereon and as reduced by any disbursements or losses on investments, the "Deposit"), payable concurrently with the execution and delivery of this Agreement in cash by means of wire or interbank transfer in immediately available funds to the trust account of The Chase Manhattan Bank Xxxx, Scholer, Fierman, Xxxx & Handler, LLP (the "Escrow Agent"), to be held, administered and distributed for the respective benefits of the parties hereto in accordance with the terms of this Agreement and the Escrow Agreement among Seller, Buyer and the Escrow Agent dated the date of this Agreement (the "Escrow Agreement") in the form set forth as Exhibit B attached hereto, hereto and (b) $42,022,500, as adjusted by the prorations and adjustments set forth in the Preliminary Adjustments Report but subject to Sections 3.3(c), (d) and (e) and to the last sentence of Section 3.4(a), 30,636,900 payable by Buyer to Seller, or Seller's designee, at Closing in cash by means of wire or interbank transfer in immediately available funds, reduced by the amount, if any, of the Deposit actually released to Seller, or Seller's designee. At Closing, Seller and Buyer shall direct the Escrow Agent to release any interest, earnings and gains then accrued on the Deposit to BuyerSeller, or BuyerSeller's designee, in accordance with the terms of the Escrow Agreement Agreement. Simultaneously with the payment of the Purchase Price, Seller shall deposit $765,923 ("Seller's Escrow") at Closing in cash by means of wire or interbank transfer of immediately available funds to the account of the Indemnity Escrow Agent, to be held, administered and Escrow Agent shall retain the Deposit, distributed in accordance with the terms of this Agreement and the Indemnity Escrow Agreement, for the satisfaction of indemnification claims by Buyer against Seller, if any, pursuant to Article XII.

Consideration for the Assets. The aggregate consideration for the Assets shall consist of (i) an amount equal to $43,100,00033,000,000, subject to proration as set forth in Section 3.2 and adjustment as set forth in Section 3.3 (the "Purchase Price") and (ii) the assumption by Buyer of the Assumed Liabilities. The Purchase Price shall be payable as follows: (a) $1,077,500 825,000 (the "Deposit"), payable concurrently with the execution and delivery of this Agreement in cash by means of wire or interbank transfer in immediately available funds to the trust account of The Chase Manhattan Bank Xxxx, Scholer, Fierman, Xxxx & Handler, LLP (the "Escrow Agent"), to be held, administered and distributed for the respective benefits of the parties hereto in accordance with the terms of this Agreement and the Escrow Agreement among Seller, Buyer and the Escrow Agent dated the date of this Agreement (the "Escrow Agreement") in the form set forth as Exhibit B attached hereto, and (b) $42,022,500, as adjusted by the prorations and adjustments set forth in the Preliminary Adjustments Report but subject to Sections 3.3(c), (d) and (e) and to the last sentence of Section 3.4(a), 30,675,000 payable by Buyer to Seller, or Seller's designee, at Closing in cash by means of wire or interbank transfer in immediately available funds at Closing and (c) $1,500,000 (the "Seller's Escrow") payable by Buyer to the Indemnity Escrow Agent at Closing in cash by means of wire or interbank transfer in immediately available funds, to be held, administered and distributed for the respective benefits of the parties hereto in accordance with the terms of the Indemnity Escrow Agreement. At Closing, Seller and Buyer shall direct the Escrow Agent to release any interest, earnings and gains then accrued on the Deposit to BuyerSeller, or BuyerSeller's designee, in accordance with the terms of the Escrow Agreement and Escrow Agent shall retain the Deposit, in accordance with the terms of the Escrow Agreement, for the satisfaction of indemnification claims by Buyer against Seller, if any, pursuant to Article XII.

Consideration for the Assets. The aggregate consideration for the Assets shall consist of (i) an amount equal to $43,100,00030,636,900, subject to proration as set forth in Section 3.2 and adjustment as set forth in Section 3.3 (the "Purchase PricePURCHASE PRICE") and (ii) the assumption by Buyer of the Assumed Liabilities. The Purchase Price shall be payable as follows: (a) $1,077,500 765,923 (such amount, as increased by any earnings thereon and as reduced by any disbursements or losses on investments, the "DepositDEPOSIT"), payable concurrently with the execution and delivery of this Agreement in cash by means of wire or interbank transfer in immediately available funds to the trust account of The Chase Manhattan Bank Kaye, Xxholer, Fierman, Hays & Xandler, LLP (the "Escrow AgentESCROW AGENT"), to be held, administered and distributed for the respective benefits of the parties hereto in accordance with the terms of this Agreement and the Escrow Agreement among Seller, Buyer and the Escrow Agent dated the date of this Agreement (the "Escrow AgreementESCROW AGREEMENT") in the form set forth as Exhibit B attached hereto, hereto and (b) $42,022,500, as adjusted by the prorations and adjustments set forth in the Preliminary Adjustments Report but subject to Sections 3.3(c), (d) and (e) and to the last sentence of Section 3.4(a), 30,636,900 payable by Buyer to Seller, or Seller's designee, at Closing in cash by means of wire or interbank transfer in immediately available funds. At Closing, Seller and Buyer shall direct reduced by the Escrow Agent to release any interest, earnings and gains then accrued on the Deposit to Buyer, or Buyer's designee, in accordance with the terms of the Escrow Agreement and Escrow Agent shall retain the Deposit, in accordance with the terms of the Escrow Agreement, for the satisfaction of indemnification claims by Buyer against Selleramount, if any, pursuant of the Deposit actually released to Article XII.Seller, or