Purchase Price and Other Consideration. In exchange for the Jewelry Operations, Buyer shall (i) assume all liabilities, obligations and costs of the Jewelry Operations that are owing, existing, contingent, or which have arisen or may have arisen through the date of this Agreement since inception of the BMI, (ii) indemnify and reimburse the BMI from any and all costs, expense or claims or other losses incurred by the BMI with respect to any matter of any nature that has or have arisen or may be claimed to have arisen from the date of the BMI's inception on October 30, 2013 through the Closing Date and (iii) shall transfer and deliver the Indemnity Shares to the BMI (collectively, the foregoing are the "Jewelry Operations Consideration"). In exchange for the Jewelry Operations Consideration, BMI shall deliver to the Buyer (i) the Jewelry Operations, together with all assets and liabilities related thereto, and (ii) $350,000 (the "Purchase Indemnity Consideration") .
Purchase Price and Other Consideration. In consideration of the purchase of the Assets and of the Seller’s covenants and agreements set forth in this Agreement, Purchaser agrees to pay the Seller, by check or wire transfer as directed by Seller, the following (the “Purchase Price”):
Purchase Price and Other Consideration. The aggregate purchase price for the Shares shall be Four Million Eight Hundred Seventy Five Thousand (4,875,000) shares of Buyer Common Stock (the “Purchase Price,” and such shares of Buyer Common Stock, the “Transaction Shares”), regardless of the trading price per share of the Transaction Shares at the time of Closing.
Purchase Price and Other Consideration. The purchase price for the Properties (the “Purchase Price”) is Four Million Five Hundred Thousand and No/100 Dollars ($4,500,000.00). The Purchaser shall pay the Purchase Price in five (5) equal payments of Nine Hundred Thousand Dollars ($900,000.00) each with the first payment being due and payable on July 1, 2017 and each subsequent payment due on July 1 of the years 2018 through and including 2021. The Purchaser acknowledges intent to issue or to cause to be issued General Obligation Warrants (“Warrants”) for the benefit of the Seller in order to support the construction of a new Xxxxxx P8 school (in connection with conditions set forth in the Consent Order approved by Federal Adjudication on or about April 21, 2015.) The Seller understands that the Purchaser’s acknowledgement does not obligate the Purchaser to issue or to cause to be issued the Warrants. All parties acknowledge that the general feasibility, nature, timing and extent (“Factors”) of future debt instruments and arrangements are dependent on variables that are currently unknown and undeterminable. The Factors of a future Warrant issue for the benefit of the Seller will be assessed at a time that the Seller considers it appropriate to request consideration of the same from the Purchaser. The parties acknowledge that the Seller will, within two (2) weeks of receipt of the same, remit to the Purchaser the full amount of each payment described in this Section 2 for the principal and interest on general obligation warrants to be issued by the City for Huntsville City School projects. The Seller’s debt service obligation for the Warrant issue as set forth in this paragraph shall be limited to Nine Hundred Thousand and No/100 Dollars ($900,000.00) per year in years 2017 through 2021. In addition to the Purchase Price, the Seller acknowledges receipt of the following consideration for the Properties: The Purchaser will convey to the Seller the title to the Columbia High School campus by statutory warranty deed, on the Closing Date, subject only to the title exceptions set out at Section 9 (a)(i)(A) and 9(a)(i)(B) of this Agreement. The property to be conveyed by this provision is the same property conveyed to the Purchaser by deed dated August 20, 2002 and recorded September 28, 2002 in Deed Book 1029 Page 834 Probate Records of Madison County, Alabama. The City acknowledges its intent to use the Properties for public purposes including but not limited to housing of public safety facilities, educ...
Purchase Price and Other Consideration. 2.1 Purchaser agrees to pay the Purchase Price for the acquisition of the Property, subject to the terms of this Agreement. The purchase price is One Hundred Million and 00/100 DOLLARS ($100,000,000) (“Purchase Price”).
Purchase Price and Other Consideration. In exchange for the GEEM Business, Buyer shall (i) assume all liabilities, obligations and costs of the GEEM Business that are owing, existing, contingent, or which have arisen or may have arisen through the date of this Agreement since inception of the Company, (ii) indemnify and reimburse the Company from any and all costs, expense or claims or other losses incurred by the Company with respect to any matter of any nature that has or have arisen or may be claimed to have arisen from the date of the Company's inception on June 8, 2011 through the Closing Date and (iii) shall transfer and deliver the Indemnity Shares to the Company (collectively, the foregoing are the "GEEM Business Consideration"). In exchange for the GEEM Business Consideration, the Company shall deliver to the Buyer (i) the GEEM Business, together with all assets and liabilities related thereto, and (ii) $191,000 (collectively with the GEEM Business, the "Purchase Indemnity Consideration") .
Purchase Price and Other Consideration. The Buyer shall provide the following consideration to Seller in exchange for the Norton Assets :
Purchase Price and Other Consideration. (a) The total consideration to be paid by Buyer to Seller (the "Purchase Price") for all of the Assets purchased hereunder shall be equal to Two Million One Hundred Thousand and No/100 Dollars ($2,100,000.00) in cash, less the cash paid, or amount assumed (on a basis as set forth on SCHEDULE 1.1(C)), by Buyer of long-term liabilities identified on SCHEDULE 1.1(C). However, Buyer agrees to pay in cash Seller's outstanding loan (the "Stockholder Loan") from Owner in the amount of Two Hundred Twenty Four Thousand Three Hundred Twenty Four and No/100 Dollars ($224,324.00). The Purchase Price shall be payable at or before Closing by (a) delivery by Buyer of one or more certified checks or wire transfers drawn on Buyer's bank account of an amount not to exceed Two Million One Hundred Thousand and No/100 Dollars ($2,100,000.00), either payable to Seller or Seller's creditor(s) as set forth specifically on SCHEDULE 1.1(C) hereto, and/or (b) assumption of certain obligations of Seller as set forth specifically on SCHEDULE 1.1(C) hereto.
Purchase Price and Other Consideration. Upon the terms and subject to the conditions set forth in this Agreement, (a) Purchaser agrees to pay the Seller, on the Closing Date, an amount (the "Purchase Price") equal to five hundred thousand dollars ($500,000) by wire transfer to the following account: Mellon Bank Pittsburgh, Routing #000000000, for credit to Xxxxxxx Xxxxx House Account _________ for further credit to EarthWeb Inc. Account __________; (b) Purchaser agrees to promote the Career Channel (as defined below) or the Seller's career services Web sites (as determined by the Seller in its sole discretion) for three years from the date hereof with 3,000,000 ad impressions per month on Purchaser's network of Web sites and related Internet media properties and (c) each of the Seller and Purchaser agree to execute and deliver on the Closing Date a transition services agreement with respect to the Assets (the "Transition Services Agreement") on the terms set forth in Exhibit F. ---------
Purchase Price and Other Consideration. 2.1.1 The cash consideration to be paid by Buyer to Sellers for the Property (the “Purchase Price”) shall be $21,000,000, subject to Section 2.5 of this Agreement.
