Consideration for the Purchased Assets. Subject to the terms and conditions of this Agreement, and in reliance on the representations, warranties and covenants contained herein, in consideration of the sale, conveyance, assignment, transfer and delivery of the Purchased Assets, Buyer agrees (a) subject to adjustment pursuant to Section 2.5, to pay and deliver to Seller on the Closing Date the Purchase Price, as set forth in Section 2.4, and (b) to assume as of the Closing Date the Assumed Liabilities, as set forth in Section 2.6.
Consideration for the Purchased Assets. (a) Section 2.2(a) of the Prior Agreement is hereby amended to read as follows (added language in bold, deleted language in strikethrough): "Subject to the terms and conditions of this Agreement, in consideration of the sale, transfer, assignment, conveyance and delivery of the Purchased Assets (including the assignment of the Assigned Contracts (to the extent actually assumed and assigned)), the Buyer shall (i) assume the Assumed Liabilities; (ii) pay to Exodus at Closing by wire transfer, in immediately available funds, an amount equal to the Cash Consideration (subject to adjustment as provided herein) minus ([BEGIN STRIKETHROUGH]x[END STRIKETHROUGH]W) the Initial Deposit, together with any interest or other income earned thereon (less any fees payable to the Deposit Escrow Agent under the Deposit Escrow Agreement) minus ([BEGIN STRIKETHROUGH]y[END STRIKETHROUGH]X) the Escrowed Amount minus ([BEGIN STRIKETHROUGH]z[END STRIKETHROUGH]Y) the Scheduled Lease Amount MINUS (Z) THE TITLE COMPANY ESCROW AMOUNT; (iii) deposit with the Escrow Agent, as escrow agent, $56,000,000 in cash (the "Escrowed Amount"), to be held in escrow and released by the Escrow Agent in accordance with the terms of the Escrow Agreement; [BEGIN STRIKETHROUGH]and[END STRIKETHROUGH] (iv) deposit with the Escrow Agent, to be held in escrow and released by the Escrow Agent in accordance with the terms of the Escrow Agreement, an amount in cash (the "Scheduled Lease Amount") equal to $50,000,000; AND (V) DEPOSIT WITH THE TITLE COMPANY ESCROW AGENT, TO BE HELD IN ESCROW AND RELEASED BY THE TITLE COMPANY ESCROW AGENT IN ACCORDANCE WITH THE TERMS OF THE TITLE COMPANY ESCROW AGREEMENT, AN AMOUNT IN CASH (THE "TITLE COMPANY ESCROW AMOUNT") EQUAL TO $31,206,666. The "Cash Consideration" shall, prior to adjustment as provided herein, equal (A) $560,000,000 plus (B) the Security Deposit Amount minus (C) the Excluded Lease Amount. Following the Closing, the Buyer shall also pay the Agreed Operating Lease Cure Amounts, and make available the Operating Lease Amount, to the extent required by Section 2.10. The Cash Consideration shall be adjusted in accordance with this Section 2.2, Section 6.12(c) and Section 6.20(g)(ii)."
Consideration for the Purchased Assets. (a) Concurrently with the execution and delivery of this Agreement, Buyer, Parent and Southwest Bank of Texas, N.A. (the "Escrow Agent") have executed and delivered the escrow agreement among Buyer, Parent and the Escrow Agent (the "Escrow Agreement"), a copy of which is attached as Exhibit 3.1(a), and Buyer has delivered to the Escrow Agent an amount in cash equal to $10,000,000. Buyer shall deliver an additional $10,000,000 to the Escrow Agent by no later than February 21, 1997 (such $10,000,000, together with the $10,000,000 delivered concurrently with the execution and delivery of this Agreement, is referred to herein as the "Escrow Funds"). Buyer, Parent and Sellers agree that the Escrow Agent shall hold and deliver the Escrow Funds in accordance with the terms and conditions set forth in the Escrow Agreement. Buyer shall have the right at any time to substitute on a dollar for dollar basis an irrevocable letter of credit in favor of Parent (drawn on a bank and containing terms and conditions satisfactory to Parent) for all or a part of the Escrow Funds. For purposes of this Agreement, any such letter of credit, together with the Escrow Funds, if any, held by the Escrow Agent shall be referred to herein as the "Deposit".
Consideration for the Purchased Assets. At the Closing, Buyer shall pay to Seller the Purchase Consideration by delivering to Seller:
Consideration for the Purchased Assets. 4.1 Purchase Price for the Purchased Assets. --------------------------------------- Subject to the other terms of this Agreement, the Purchase Price for the Purchased Assets shall be the sum of:
Consideration for the Purchased Assets. As full consideration for the Purchased Assets, Purchaser shall deliver and pay Seller the following consideration (the "Purchase Price"):
Consideration for the Purchased Assets. Subject to the terms and conditions of this Agreement, and in reliance on the representations, warranties and covenants contained herein, in consideration of the sale, conveyance, assignment, transfer and delivery of the CSSS Stock, and the obligations of the Shareholders under Section 8 of this Agreement, Buyer agrees (a) subject to adjustment following Closing pursuant to Section 2.05, to pay and deliver to CSSS on the Closing Date the Purchase Price, as set forth in Section 2.04, and (b) to assume as of the Closing Date the Assumed Liabilities, as set forth in Section 2.06.
Consideration for the Purchased Assets. Subject to the terms and conditions of this Agreement, the aggregate purchase price for the Purchased Assets (the "Purchase Price") shall be $3,820,000.00 in cash, subject to any adjustments pursuant to Section 3.3.
Consideration for the Purchased Assets. (2) As consideration for the Purchased Assets the Purchaser shall assume the Liabilities of the company owed to John Rocker and outstanding business debts of the Seller. A full list xx xxx xxx Liabilities to be assumed by the Purchaser shall be listed in Schedule 3.4 ________________________ _________________________ (initials) (initials)
Consideration for the Purchased Assets. (a) The purchase price for the Purchased Assets shall be $309,000,000, subject to adjustment in accordance with this Section 2.2 (as adjusted, the "Purchase Price"). Subject to the terms and conditions of this Agreement, in consideration of the sale, transfer, assignment, conveyance and delivery of the Purchased Assets, Buyer shall (i) assume the Assumed Liabilities; and (ii) pay to Seller at Closing by wire transfer in immediately available funds, $284,000,000 (subject to adjustment as provided herein) (the "Cash Consideration"); less the Initial Deposit, plus accrued interest thereon at the Prime Rate; and (iii) issue and deliver to Seller a promissory note of Buyer having
