Purchase Price Assumption of Liabilities. As consideration for the Assets and the representations, warranties and agreements of Dentist contained herein, Pentegra shall, on the Closing Date:
Purchase Price Assumption of Liabilities. As consideration for the Assets and the representations, warranties and agreements of Contributor contained herein, Pentegra shall, on the Closing Date:
Purchase Price Assumption of Liabilities. As consideration for the sale of the Assets by Seller, PRG Sub shall, on the Closing Date, provide Seller with the following consideration:
Purchase Price Assumption of Liabilities. (a) Subject to the adjustments set forth in Section 2.08, at the Closing, Purchaser shall pay TWENTY-ONE MILLION DOLLARS ($21,000,000) (the "Base Price") in cash to Seller as follows: (i) an escrow deposit equal to ONE MILLION FIFTY THOUSAND DOLLARS ($1,050,000) (the "Escrow Deposit") shall be deposited with the Escrow Agent (as hereinafter defined) upon the execution of this Agreement pursuant to an escrow agreement to be entered into by Purchaser, Seller and an escrow agent reasonably acceptable to both Purchaser and Seller (the "Escrow Agent") in substantially the form attached hereto as Exhibit A (the "Escrow Agreement") and unless it is otherwise released prior to Closing pursuant to Section 8.02 hereof, the Escrow Deposit shall be transferred to Seller by wire transfer at the Closing and credited to the Purchase Price and (ii) the balance of the Base Price at the Closing as provided in Section 2.07(a) (the Base Price, including the Escrow Deposit, are referred to collectively herein as the "Purchase Price").
Purchase Price Assumption of Liabilities. In consideration of the Transfer of the Assets and the other undertakings of Seller hereunder and subject to the provisions of Section 2.3 hereof, (i) Purchaser will pay $14,000,000 U.S. Dollars (the "Purchase Price") for the Assets and (ii) Purchaser will assume the Assumed Liabilities.
Purchase Price Assumption of Liabilities. (a) In consideration for the transfer of the Assets to Transferee, Transferee agrees to and does hereby assume all of the "Liabilities" of Transferor (as defined below). The parties agree that, in connection with the transfer of the Assets and assumption of the Liabilities, they will execute such documents and deliver such instruments as may be reasonably necessary to effect such conveyance and assumption.
Purchase Price Assumption of Liabilities. As consideration for the ------------------------------------------ sale of the Assets by Seller, BMC shall, on the date of execution and delivery hereof, pay to the Seller One Million Five Hundred Thousand and No/100 Dollars ($1,500,000) in immediately available funds ("Purchase Price"). The Purchase Price shall be allocated to the purchase of the Assets as set forth on Exhibit 1.3 (a) attached hereto. The Purchase Price shall be paid by wire transfer into an account designated by Seller. The parties recognize that the transfer of the HCPP agreement to BMC or its designee is a significant factor in the Purchasers' willingness to pay the agreed upon purchase price. The parties further recognize that assigning a specific value to the transfer of that contract is extremely difficult. Additionally the parties recognize that approval by HCFA of the transfer will take an indeterminate period of time. While awaiting HCFA approval, Seller and Businesses hereby agree that, effective as of April 1, 1998, as specified in section 1.10(a), the full benefit or burden of the HCPP agreement shall flow to BMC or its designee. Moreover in the event approval is not secured from HCFA, this agreement to assign the benefit or burden to BMC or its designee shall remain in effect as long as the HCPP contract shall remain in effect.
Purchase Price Assumption of Liabilities. 3 Section 2.1 Amount of the Purchase Price . . . . . . . . . . . . . . 3 Section 2.2
Purchase Price Assumption of Liabilities. (a) The aggregate purchase price in consideration for the Assets shall be an amount equal to the sum of (i) US$48 million in cash, plus (ii) if and only if the Closing Date is not the first day of a calendar month, the Closing Payment Adjustment, plus (iii) GST (if any) payable on the sum of amounts in clauses (i) and (ii) (such sum, the “Closing Payment”), subject to adjustment as set forth in Section 2.6 (as so adjusted, the “Purchase Price”). The payment of the Purchase Price and the assumption of the Assumed Liabilities shall constitute full payment for the sale, conveyance, assignment, transfer and delivery to Buyer of the Assets.
Purchase Price Assumption of Liabilities. (a) In consideration of the aforesaid sale, transfer, conveyance, assignment and delivery of the Purchased Assets, the Purchaser agrees to: (i) pay the Purchase Price and (ii) assume all of the liabilities (including contingent liabilities and claims) of the Seller (including the assumed Gyneco liabilities) at the date hereof.
