Purchase Price Clause Samples
The Purchase Price clause defines the total amount that the buyer agrees to pay to the seller for the goods, services, or assets being transferred under the agreement. It typically specifies the exact sum, the currency, and may outline the timing and method of payment, such as lump sum, installments, or escrow arrangements. This clause ensures both parties have a clear understanding of the financial terms, reducing the risk of disputes over payment obligations and providing a concrete basis for the transaction.
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Purchase Price. (a) As consideration for the Shares and the covenants and agreements of Seller set forth herein, Buyer shall deliver to Seller at the Closing in immediately available funds to be delivered by wire transfer (to a bank account designated at least three business days prior to the Closing Date in writing by Seller) an amount (the "Purchase Price") equal to Five Hundred Seventy Three Million Dollars ($573,000,000) less the sum of: (i) the greater of (A) all Debt and other amounts outstanding under the Existing Orion Credit Facility on December 31, 1996, net of cash on hand of the Entertainment Companies on December 31, 1996, or (B) all Debt and other amounts outstanding under the Existing Orion Credit Facility on the Closing Date, net of cash on hand of the Entertainment Companies on the Closing Date; plus (ii) unpaid interest on Debt under the Existing Orion Credit Facility accrued to, but not including, the Closing Date; plus (iii) the greater of (A) Thirteen Million Dollars ($13,000,000) or (B) all Debt of the Entertainment Companies (other than Debt outstanding under the Existing Orion Credit Facility on the Closing Date) outstanding on the Closing Date; plus (iv) unpaid interest on such Debt (other than the Existing Orion Credit Facility) accrued to, but not including, the Closing Date.
(b) Not later than three Business Days prior to the Closing Date, Seller shall prepare and deliver to Buyer a statement (the "Preliminary Statement") containing (i) a schedule of total Debt anticipated to be outstanding on the Closing Date and an estimate of unpaid interest to be accrued thereon as of the Closing Date and other amounts that then will be payable with respect thereto, and (ii) an estimate of cash that would be reflected on a consolidated balance sheet of Orion and its Subsidiaries prepared as of the Closing Date (adjusted, if necessary, to give pro forma effect to distribution to Seller of all capital stock of Landmark on the Closing Date). Based upon the Preliminary Statement, a preliminary determination of the Purchase Price shall be made (the "Preliminary Purchase Price"), which Preliminary Purchase Price shall be subject to adjustment as provided in Sections 2.03(d) and (e).
(c) Within thirty (30) days after the Closing Date, Buyer shall prepare and deliver to Seller a statement (the "Final Statement") containing (i) a schedule of total Debt outstanding on the Closing Date and accrued and unpaid interest thereon, and other amounts payable with respect the...
Purchase Price. Upon the terms and subject to the conditions contained in this Agreement, in reliance upon the representations, warranties and agreements of the Company contained herein, and in consideration of the sale, assignment, transfer and delivery of the Transferred Assets, the covenants not to compete and the Warrant Purchase Agreement received from the Company, Buyer will assume the Assumed Liabilities and will pay, upon the schedule set forth below, by wire transfer of immediately available funds, to the Company, Ten Million and no/00 Dollars (US$10,000,000.00) the "Purchase Price"). Payment of the Purchase Price to the Company shall be made to the Company's account which shall be provided to the Buyer prior to the Closing. The Purchase Price shall be payable without interest, as follows:
(a) Four Million Dollars (US$4,000,000.00) of the Purchase Price shall be payable in cash at the Closing Date; and
(b) Buyer shall deliver to the Company at the Closing a Promissory Note in the amount of Six Million and no/100 Dollars (US$6,000,000.00), bearing no interest, payable as follows:
(i) Three Million Dollars (US$3,000,000.00) of the Purchase Price shall be payable in cash on September 30, 1998; and
(ii) Three Million Dollars (US$3,000,000.00) of the Purchase Price shall be payable in cash on December 31, 1998. Such promissory note shall be in form attached hereto as Exhibit D and shall become due and payable upon a change of control of BRI and such note shall be made by Buyer and unconditionally guaranteed by BRI in the form of Guaranty attached hereto as Exhibit E.
Purchase Price. The Purchase Price for each Mortgage Loan shall be the percentage of par as stated in the related Purchase Price and Terms Agreement (subject to adjustment as provided therein), multiplied by the aggregate principal balance, as of the related Cut-off Date, of the Mortgage Loans listed on the related Mortgage Loan Schedule, after application of scheduled payments of principal due on or before the related Cut-off Date, but only to the extent such payments were actually received. The initial principal amount of the related Mortgage Loans shall be the aggregate principal balance of the Mortgage Loans, so computed as of the related Cut-off Date. If so provided in the related Purchase Price and Terms Agreement, portions of the Mortgage Loans shall be priced separately. In addition to the Purchase Price as described above, the Purchaser shall pay to the Seller, at closing, accrued interest on the current principal amount of the related Mortgage Loans as of the related Cut-off Date at the weighted average Mortgage Interest Rate of those Mortgage Loans. The Purchase Price plus accrued interest as set forth in the preceding paragraph shall be paid to the Seller by wire transfer of immediately available funds to an account designated by the Seller in writing.
Purchase Price. The purchase price (“Purchase Price”) for the Shares purchased by the Company or its assignee(s) under this Section 5 shall be the Offered Price. If the Offered Price includes consideration other than cash, the cash equivalent value of the non-cash consideration shall be determined by the Board of Directors of the Company in good faith.
Purchase Price. In consideration for the Acquired Assets, the -------------- Buyer agrees to assume the Assumed Liabilities and to deliver to the Seller as set forth below in this (S) 2.5, (i) $15,000,000 (the "Asset Purchase Price") plus (ii) a note, in substantially the form attached hereto as ---- Exhibit C (the "Inventory Note"), payable to the Buyer in an amount equal to the sum of the Raw Materials and Supply Inventory Amount plus the Work- ---- in-Process and Finished Goods Inventory Amount, ((i) and (ii) together, the "Purchase Price").
(a) The Purchase Price shall be payable by the Buyer to the Seller as follows:
(i) Concurrently with the execution and delivery of this Agreement, the Buyer is delivering to the Seller, by wire transfer of immediately available funds, the amount of $2,000,000 (the "Deposit") in prepayment of a portion of the Asset Purchase Price. The Seller shall be entitled to retain the Deposit whether or not the Closing actually occurs, unless any of the following shall have occurred: (A) the Seller shall have failed to issue a WARN notice with respect to all of the employees at the Streamwood facility not more than five (5) Business Days after the date hereof; (B) the Seller shall have failed to publicly announce the transactions contemplated hereby not more than five (5) Business Days after the date hereof; (C) after the date hereof, the Seller shall have failed to provide the Buyer and its representatives with full access to the Streamwood Facility, all of the Acquired Assets and all employees engaged in the Business; or (D) the Selling Parties shall have failed to assist the Buyer in conducting an orderly transition of the Business from the Seller to the Buyer in accordance with the last sentence of (S) 5.3; provided, however, -------- ------- that, if the Closing shall not occur by virtue of either (A) a willful or grossly negligent failure by either of the Selling Parties to satisfy any condition set forth in (S) 6.1 or (B) the Buyer having terminated this Agreement pursuant to (S) 10.1(b) and if a basis for such termination arose by virtue of a willful or grossly negligent act, failure to act or omission by either of the Selling Parties, then the Seller shall promptly, and in any event within two (2) Business Days, return the Deposit to the Buyer.
(ii) Concurrently with the execution and delivery of this Agreement, the Buyer is delivering to State Street Bank and Trust Company, as Escrow Agent (the "Escrow Agent"), pursuant to the Escrow ...
Purchase Price. The Purchase Price for each Class of the Offered Certificates shall be the Class Purchase Price Percentage therefor (as set forth in Section 2(a) above) of the initial Class Certificates Principal Balance thereof plus accrued interest at the rate of [ ]% per annum from and including the Cut-off Date up to, but not including, _________ __, ____ (the "Closing Date").
Purchase Price. The aggregate amount payable by Buyer to Sellers for the Units shall be Sixty Three Million Nine Hundred Thirty-Six Thousand Two Hundred Seven Dollars ($63,936,207) (as adjusted in accordance with Section 2.5), payable as follows and as set forth in Section 2.4(d):
(a) an amount equal to the sum of (i) $30,000,000 minus (ii) all cash payments due to LTIP Participants at or after the Closing minus (iii) the total amount of Estimated Closing Indebtedness due to third parties minus (iv) the total amount of Estimated Seller Transaction Expenses plus (v) the amount of any Estimated Positive NWC Adjustment Amount minus (vi) the amount of any Estimated Negative NWC Adjustment Amount minus (vii) the Adjustment Escrow Amount (such amount actually paid in cash at Closing to the Sellers pursuant to this Section 2.2(a), the “Seller Cash Payment”) shall be paid by Buyer to Sellers (in accordance with their respective Pro Rata Shares) in cash, by wire transfer of immediately available funds to accounts designated by the Sellers prior to Closing;
(b) 101,207,269 Buyer Parent Shares shall be issued by Buyer Parent to the Sellers (the “Share Consideration”). Buyer Parent shall issue the Share Consideration to Sellers in accordance with their respective Pro Rata Shares (registered in accordance with instructions provided by the Seller Representative to Buyer at or prior to the Closing) in installments, as follows: commencing on the first day of the first calendar quarter that begins after the Closing Date, and continuing on the first day of each subsequent calendar quarter until the entire Share Consideration has been issued (each such date upon which Share Consideration is required to be issued, a “Share Issuance Date”), Buyer Parent shall issue a number of Buyer Parent Shares that is equal to 6.25% of the Share Consideration. Any issuance of Share Consideration to the Sellers pursuant to this Section 2.2 shall be treated by Buyer and the Sellers for Tax purposes as additional purchase price and eligible for reporting under the installment method pursuant to Section 453 of the Code to the extent the Sellers are otherwise eligible for such installment method. Buyer shall file (and shall cause its Affiliates to file) all Tax Returns consistent with the foregoing, unless otherwise required to do so pursuant to a “determination” within the meaning of Section 1313(a) of the Code; and
(c) In addition to the Seller Cash Payment, Buyer shall pay to each Seller on each Share Issuan...
Purchase Price. The total purchase price which the Buyer agrees to pay to the Seller and which the Seller agrees to accept for the Property is the sum of TEN MILLION FIVE HUNDRED THOUSAND ($10,500,000.00) DOLLARS (the "Purchase Price"), which Purchase Price shall be paid by Buyer to Seller as follows:
(a) (i) The sum of FIFTY THOUSAND ($50,000.00) DOLLARS (the "Initial Deposit") simultaneously with the execution and delivery of this Agreement and the further sum of ONE HUNDRED FIFTY THOUSAND ($150,000.00) DOLLARS (the "Second Deposit") on or before the expiration of the Feasibility Period or the Extended Feasibility Period (as defined in Paragraph 7) unless this Agreement has been terminated prior to such date. The Initial Deposit shall be hereinafter referred to as the "Deposit" and the Second Deposit, if and when made, shall be included within the definition of the "Deposit". The Deposit shall be deposited with the Escrow Agent, as hereinafter defined, to be held subject to the terms and conditions hereinafter set forth, and shall be treated as payment on account of the Purchase Price if Closing is made for the Property.
(ii) In the event that Closing is extended as hereinafter provided, then the further sum of ONE HUNDRED THOUSAND ($100,000.00) DOLLARS (the "Third Deposit") at the time provided for in Paragraph 3. The Third Deposit, if and when made, shall be included within the definition of the "Deposit". The Third Deposit shall be deposited with the Escrow Agent, as hereinafter defined, to be held subject to the terms and conditions hereinafter set forth, and shall be treated as payment on account of the Purchase Price if Closing is made for the Property.
(b) At the time of Closing, as hereinafter provided, the further sum of TEN MILLION THREE HUNDRED THOUSAND ($10,300,000.00) DOLLARS on account of the Purchase Price by federal funds wire transfer to Seller's account as designated to Buyer in writing; or if Closing is extended as provided in Paragraph 3, at the time of the Extended Closing Date, as provided in Paragraph 3, the further sum of TEN MILLION TWO HUNDRED THOUSAND ($10,200,000.00) DOLLARS on account of the Purchase Price, by federal funds wire transfer to Seller's account as designated to Buyer in writing.
Purchase Price. (a) Subject to the provisions of Section 1.5, in consideration of the transfer of the Assets of the Seller to the Buyer hereunder, the Buyer will: (i) assume the Assumed Liabilities; (ii) pay an aggregate purchase price (the "Purchase Price") equal to $3,700,000 in cash (the "Cash Consideration") payable to the Seller, which amount includes (A) the $500,000 non-refundable deposit (the "Deposit") previously paid in cash by the Buyer to the Seller on February 4, 1999 for the Assets; and (B) an additional $3,200,000 to be paid for the Assets; (iii) pay an additional amount in cash (the "Additional Cash Consideration") for the Apparel Inventory that is equal to the fair market value thereof as reflected by the valuation prepared in good faith by the Seller, setting forth quantities purchased and the fair market value thereof, and delivered to Buyer at Closing, subject only to adjustment as set forth in Section 1.4(b); and (iv) issue restricted shares of the Company's Common Stock (the "Securities") to the Seller or its designees, having an aggregate fair market value equal to $1,000,000 as determined by reference to the average closing price of the Company's Common Stock, on the Nasdaq National Market, for ten (10) trading days immediately preceding the Closing and having such rights as set forth in Section 1.4(c) (which Securities shall be subject to the terms of that certain Pledge Agreement, by and among the parties hereto, dated as of the date hereof).
(b) Buyer shall arrange for, and Seller shall accommodate, a physical count of the Apparel Inventory to be taken on the day of Closing by Buyer's independent auditors. As promptly as possible after such physical count, and in no event later than thirty (30) days after Closing, any discrepancies between such physical count and the quantities previously disclosed by Seller to Buyer shall be resolved by mutual agreement of Buyer and Seller and the appropriate adjustments shall be made to the Purchase Price that was paid by Buyer to Seller on the date of Closing for the Apparel Inventory.
(c) In the event Buyer shall, at any time, undertake an underwritten public offering (the "Offering") of its Common Stock, either for its own account or for the benefit of one or more of the principal shareholders of Buyer (consisting of Messrs. ▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇ ▇. ▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇), or any other third party, Buyer shall, upon Seller's request, include all of the Securities for sale in such Offering; provided, however, t...
Purchase Price. The purchase price for the Mortgage Loans (the "Purchase Price") shall be the percentage of par as stated in the Commitment Letter, multiplied by the aggregate scheduled principal balance, as of the Cut-off Date, of the Mortgage Loans listed on the related Mortgage Loan Schedule, after application of scheduled payments of principal due on or before the Cut-off Date whether or not collected. The Purchase Price may be adjusted as stated in the Commitment Letter. In addition to the Purchase Price as described above, the Purchaser shall pay to the Seller, at closing, accrued interest on the aggregate scheduled principal amount of the Mortgage Loans at the weighted average Mortgage Loan Remittance Rate from the Cut-off Date through the day prior to the Closing Date, inclusive. The Purchaser shall be entitled to (1) all scheduled principal due after the Cut-off Date, (2) all other recoveries of principal collected after the Cut-off Date (provided, however, that all scheduled payments of principal due on or before the Cut-off Date and collected by the Seller after the Cut-off Date shall belong to the Seller), and (3) all payments of interest on the Mortgage Loans at the Mortgage Loan Remittance Rate (minus that portion of any such payment which is allocable to the period prior to the Cut-off Date). The principal balance of each Mortgage Loan as of the Cut-off Date is determined after application of payments of principal due on or before the Cut-off Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid for a Due Date beyond the Cut-off Date shall not be applied to the principal balance as of the Cut-off Date. Such prepaid amounts (minus interest at the Servicing Fee Rate) shall be the property of the Purchaser. The Seller shall deposit any such prepaid amounts into the Custodial Account, which account is established for the benefit of the Purchaser for subsequent remittance by the Seller to the Purchaser.