Purchase Price and Assumption of Liabilities Sample Clauses

Purchase Price and Assumption of Liabilities. (a) The total consideration to be paid for the Initial Contributed Interests will consist of such number of the duly authorized, fully paid and nonassessable Acquiror Parent Shares as shall be determined by dividing the Initial Contributed Interests Value (as defined in Section 3.1) by the Per Share Value (the “Purchase Price”); provided, however, that the Transaction Shares shall consist of shares of Acquiror Common Stock and Acquiror Preferred Stock as follows (i) a number of shares of Acquiror Common Stock that constitutes 19.9% of the issued and outstanding Acquiror Common Stock immediately prior to the Initial Closing shall be issued to the Contributor, and (ii) a number of shares of Acquiror Preferred Stock that constitutes the balance of the Transaction Shares after the issuance of the Acquiror Common Stock as described in Section 2.1(a)(i) shall be issued to the Contributor.
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Purchase Price and Assumption of Liabilities. 1.2.1 The purchase price for the Purchased Assets (including all Gaming Devices) will be $58,200,000 (the "Purchase Price"). Within two business days after the execution of this Agreement by all the parties hereto, Seller and Purchaser shall execute the form of escrow agreement attached hereto as Exhibit H (the "Escrow Agreement"). By 5:00 p.m. central standard time on the first business day after the date on which the parties have executed this Agreement, Purchaser will deposit into escrow, by wire transfer in immediately available funds to the account or accounts designated by Escrow Agent, a deposit of three million five hundred dollars ($3,500,000). Upon Closing, the Deposit will be applied toward the payment of the Purchase Price. At Closing, Purchaser will pay to Seller the Purchase Price (less the Deposit less any amounts due to Purchaser pursuant to Section 1.6 plus any amounts due to Seller pursuant to Section 1.6) by wire transfer of immediately available funds to the account or accounts designated by Seller.
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Purchase Price and Assumption of Liabilities. 3.1 In consideration of and in exchange for the Assets, Purchaser shall:
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Purchase Price and Assumption of Liabilities. (a) The cash purchase price for the Sold Interests (the “Cash Purchase Price”) shall be € 1.00 (in words: Euro one) (the “Fixed Purchase Price”).
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Purchase Price and Assumption of Liabilities. (a) On the terms set forth in this Agreement, on the Closing Date, the Buyers agree (i) jointly and severally to pay an amount equal to the Purchase Price less the Escrow Holdback Amount to the Seller by wire transfer of immediately available funds and (ii) to assume the Assumed Liabilities.
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Purchase Price and Assumption of Liabilities. In full consideration of the sale, conveyance, assignment and transfer of the Assets to Buyer, (a) Buyer will pay (in the manner to be specified by Seller prior to the Closing) to Seller at the Closing a purchase price (the "Purchase Price") in immediately available federal funds in an amount equal to $78,000,000, such amount to be payable by wire transfer to a bank account designated by Seller in writing prior to the Closing; and (b) Buyer will assume the Assumed Liabilities as of the Closing Date. The Purchase Price will be subject to adjustment, as described in Section 2.2.
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Purchase Price and Assumption of Liabilities. (a) No later than five (5) Business Days prior to the scheduled Closing Date, Seller shall deliver to Purchaser Seller’s good faith calculation of the Purchase Price based upon (i) the Base Purchase Price and (ii) Seller’s good faith estimate of (A) the Working Capital Adjustment (which may be a positive or negative number), (B) the amount of Closing Indebtedness, (C) the amount of Closing Date Cash and (D) the amount of Closing Date Transaction Expenses (such calculation of the Purchase Price, the “Estimated Purchase Price”). Such Estimated Purchase Price and all computations and components thereof shall be (x) prepared in accordance with IFRS and the Business Accounting Principles, and accompanied by reasonable detail and supporting documentation, and (y) subject to the reasonable review and comment of Purchaser, and Parent and Seller agree to consider such comments in good faith and in accordance with the requirements of, and the definitions set forth in, this Agreement.
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Purchase Price and Assumption of Liabilities 
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Related to Purchase Price and Assumption of Liabilities

  • Non-Assumption of Liabilities Neither Party shall be liable for the prior, existing or future obligations, liabilities or debts of the other Party.

  • Transfer of Assets and Assumption of Liabilities (a) On or prior to the Effective Time, but in any case prior to the Distribution, in accordance with the Plan of Reorganization:

  • Indemnification and Assumption of Risk – Vendor Data VENDOR AGREES THAT IT IS VOLUNTARILY PROVIDING DATA (INCLUDING BUT NOT LIMITED TO: VENDOR INFORMATION, VENDOR DOCUMENTATION, VENDOR’S PROPOSALS, VENDOR PRICING SUBMITTED OR PROVIDED TO TIPS, TIPS CONTRACT DOCUMENTS, TIPS CORRESPONDENCE, VENDOR LOGOS AND IMAGES, VENDOR’S CONTACT INFORMATION, VENDOR’S BROCHURES AND COMMERCIAL INFORMATION, VENDOR’S FINANCIAL INFORMATION, VENDOR’S CERTIFICATIONS, AND ANY OTHER VENDOR INFORMATION OR DOCUMENTATION, INCLUDING WITHOUT LIMITATION SOFTWARE AND SOURCE CODE UTILIZED BY VENDOR, SUBMITTED TO TIPS BY VENDOR AND ITS AGENTS) (“VENDOR DATA”) TO TIPS. FOR THE SAKE OF CLARITY, AND WITHOUT LIMITING THE BREADTH OF THE INDEMNITY OBLIGATIONS IN SECTION 14 ABOVE, VENDOR AGREES TO PROTECT, INDEMNIFY, AND HOLD THE TIPS INDEMNITEES HARMLESS FROM AND AGAINST ANY AND ALL LOSSES, CLAIMS, ACTIONS, DEMANDS, ALLEGATIONS, SUITS, JUDGMENTS, COSTS, EXPENSES, FEES, INCLUDING COURT COSTS, ATTORNEY’S FEES, AND EXPERT FEES AND ALL OTHER LIABILITY OF ANY NATURE WHATSOEVER ARISING OUT OF OR RELATING TO: (I) ANY UNAUTHORIZED, NEGLIGENT OR WRONGFUL USE OF, OR CYBER DATA BREACH INCIDENT AND VIRUSES OR OTHER CORRUPTING AGENTS INVOLVING, VENDOR’S DATA, PRICING, AND INFORMATION, COMPUTERS, OR OTHER HARDWARE OR SOFTWARE SYSTEMS, AND; (II) ALLEGATIONS OR CLAIMS THAT ANY VENDOR DATA INFRINGES ON THE INTELLECTUAL PROPERTY RIGHTS OF A THIRD-PARTY OR VENDOR.

  • Assignment and Assumption of Contracts Two (2) counterpart originals of the Assignment and Assumption of Contracts, duly executed by Seller.

  • Assignment and Assumption of Leases Two (2) counterparts of the Assignment and Assumption of Leases, executed, acknowledged and sealed by Purchaser;

  • Assumption of Assumed Liabilities Buyer hereby assumes, accepts and agrees to fully pay, perform, satisfy and discharge all of the Assumed Liabilities, in accordance with the terms and conditions set forth in the Asset Purchase Agreement.

  • Assignment and Assumption Agreement The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption Agreement, together with a processing and recordation fee of $3,500, and the assignee, if it is not a Lender, shall deliver to the Administrative Agent an administrative questionnaire provided by the Administrative Agent.

  • No Assumption of Liabilities Except as expressly provided in this Agreement, TJC shall not assume any debts, liabilities or obligations of Seller or its shareholders, members, affiliates, officers, employees or agents of any nature, whether known or unknown, fixed or contingent, including, but not limited to, debts, liabilities or obligations with regard or in any way relating to any contracts (including, without limitation, any employee agreements), leases for real or personal property, trade payables, tax liabilities, disclosure obligations, product liabilities, liabilities to any regulatory authorities, liabilities relating to any claims, litigation or judgments, any pension, profit-sharing or other retirement plans, any medical, dental, hospitalization, life, disability or other benefit plans, any stock ownership, stock purchase, deferred compensation, performance share, bonus or other incentive plans, or any other similar plans, agreements, arrangements or understandings which Seller, or any of its affiliates, maintain, sponsor or are required to make contributions to, in which any employee of Seller participates or under which any such employee is entitled, by reason of such employment, to any benefits (collectively the (“Excluded Liabilities”). For the avoidance of doubt, any liability under any lease for real property for a Subject Franchise, whether or not assumed by TJC, for the period before Closing, shall be an Excluded Liability. However, any liability for periods after Closing under any assigned lease for real property for a Subject Franchise shall not be an Excluded Liability.

  • Assumption of Liabilities On and subject to the terms and conditions of this Agreement, the Buyer agrees to assume and become responsible for all of the Assumed Liabilities at the Closing. The Buyer will not assume or have any responsibility, however, with respect to any other obligation or Liability of the Seller not included within the definition of Assumed Liabilities.

  • Assignment and Assumption of Lease The Assignment and Assumption ---------------------------------- of Lease;

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