Purchase Price and Other Payments. As consideration for the transfer of the Assets and the other undertakings of the Seller and PHI in this Agreement, the Buyer shall pay the following amounts to the parties and at the times noted:
Purchase Price and Other Payments. 16 5.1 Closing Consideration 16 5.2 Payment of Royalties; Royalty Rates 17 5.3 Regulatory Milestone Payments 18 5.4 Commercial Milestone Payments 19 5.5 [***] Milestones 19 5.6 Payments in Dollars 20 5.7 Foreign Currency Exchange 20 5.8 Overdue Payments 20 5.9 Taxes 20 ***Certain Confidential Information Omitted ARTICLE 6. REPRESENTATIONS AND WARRANTIES 21 6.1 Representations and Warranties of Seller 21 6.2 Representations and Warranties of Buyer 25 6.3 No Other Warranties 26 ARTICLE 7. Covenants and Confidentiality 26 7.1 Return of Assets; Transfer of Purchased Assets. 26 7.2 Confidentiality. 27 7.3 Patent Covenant. 29 7.4 Payments under Transferred Agreement. 29 ARTICLE 8. TERM 29 8.1 Term 29 ARTICLE 9. SURVIVAL; INDEMNIFICATION; INSURANCE; LIMITATIONS 30 9.1 Survival of Representations, Warranties and Covenants. 30 9.2 Indemnification by Buyer 30 9.3 Indemnification By Seller 31 9.4 Limitations. 31 9.5 Procedures. 32 9.6 Sole Remedy 34 9.7 Insurance 34 9.8 LIMITATION OF DAMAGES 34 ARTICLE 10. MISCELLANEOUS 35 10.1 Entire Agreement; Amendment 35 10.2 Section 365(n) of the Bankruptcy Code 35 10.3 Governing Law; Jurisdiction 35 10.4 Waiver of Jury Trial 35 10.5 Notice 35 10.6 Compliance with Law; Severability 36 10.7 Successors and Assigns 36 10.8 Waivers 37 10.9 Force Majeure 37 10.10 No Third Party Beneficiaries 37 10.11 Headings; Schedules and Exhibits 37 10.12 Counterparts 37 10.13 Specific Performance 37 10.14 Further Assurances 37 SCHEDULES Schedule 1.1(a) Description of Compounds Schedule 1.1(b) Knowledge of Seller Schedule 1.1(c) Materials
Purchase Price and Other Payments. Purchaser shall have delivered to Seller the cash portion of the Purchase Price, the Subordinated Note, the Consideration Note and any other payments required to be made as of the Closing Date.
Purchase Price and Other Payments. As consideration for the transfer of the PH Assets and the NPC Assets and the other undertakings of the parties, the following amounts shall be paid at the times noted:
Purchase Price and Other Payments. As consideration for this Agreement, Buyers will pay Sellers and PHI the following amounts at the times noted:
Purchase Price and Other Payments. Pursuant to Section 2.3, Purchaser shall pay to Seller the Purchase Price on or before the Initial Payment Date, plus or minus any applicable adjustment determined pursuant to Section 2.4 and Section 2.5, by certified check or by wire transfer of immediately available funds of the balance of such amount.
Purchase Price and Other Payments. 2.1 The Seller hereby agrees to sell to the Purchaser, and the Purchaser hereby agrees to purchase from the Seller the Seller Interest, in exchange for a total cash consideration of Eight Million Four Hundred and Twenty Thousand U.S. Dollars (US$8,420,000) (the “Purchase Price”).
Purchase Price and Other Payments. (a) The total purchase price for the Property shall be Nine Million Three Hundred Thousand Dollars ($9,300,000.00) (the “Purchase Price”) and shall be allocated as follows:
Purchase Price and Other Payments. No Person will be entitled to receive or have any claim to a portion of the Purchase Price or any other payment or consideration as a result of the transactions contemplated in this Agreement or any Seller Ancillary Agreement, other than Seller and, by virtue of its ownership of Seller, the Seller Owner.
Purchase Price and Other Payments. Purchaser shall deliver to Seller the Purchase Price, reduced by the Holdback Amount and the other payments described in Section 1.4 hereof.
