PURCHASE PRICE FOR ACQUISITION ASSETS Sample Clauses

PURCHASE PRICE FOR ACQUISITION ASSETS. The aggregate purchase price for the Acquisition Assets (the "PURCHASE PRICE") shall be $27,500,000, subject to adjustment under Section 2.2. The Purchase Price shall be paid to Seller by wire transfer at the Closing (as hereinafter defined) to an account designated by Seller at least three (3) business days prior to the Closing Date.
Sample 1
AutoNDA by SimpleDocs
PURCHASE PRICE FOR ACQUISITION ASSETS. The aggregate purchase price for the Acquisition Assets (the "Purchase Price") will consist of the components set forth in Sections 2.1.1 and 2.1.2 as adjusted by Section 2.1.3 as follows:
Sample 1
PURCHASE PRICE FOR ACQUISITION ASSETS. The aggregate purchase price for the Acquisition Assets (the "PURCHASE PRICE") shall consist of: (a) Buyer's payment to Seller in cash on the Closing Date of $31,845,000 (the "BASE CASH PAYMENT AMOUNT"), which amount and payment shall be subject to adjustment based on information available as of the Closing Date as provided in SECTION 2.2 (as so adjusted as of the Closing Date, the "CLOSING CASH PAYMENT"), which amount and payment shall be subject to further adjustment after the Closing Date as provided in SECTION 2.2 (as so adjusted after the Closing Date, the "CASH PORTION OF THE PURCHASE PRICE"); (b) Buyer's obligation to pay to Seller up to $3,000,000 of additional cash payments pursuant to the terms and provisions of SECTION 2.2(i) (the "PERFORMANCE PAYMENT"), which payments and amounts shall be determined as provided in SECTION 2.2(i); and (c) Buyer's assumption of the Assumed Liabilities. The Closing Cash Payment shall be paid to Seller by wire transfer at the Closing (as hereinafter defined) to an account designated by Seller at least three (3) business days prior to the Closing Date.
Sample 1
PURCHASE PRICE FOR ACQUISITION ASSETS. The aggregate purchase price (the "Acquisition Price") for the Acquisition Assets shall be $1,822,000, subject to increase or decrease in an amount equal to the increase or decrease in the total combined partners' and shareholders' equity of CRC, LPPC and CRCWA, as shown on the audited consolidating balance sheets of PAMM at December 31, 1996, from the total combined partners and shareholders' equity of CRC, LPPC and CRCWA at November 30, 1996. The Acquisition Price shall be paid $450,000 in cash on the Closing Date and $1,372,000, subject to adjustment as described in the foregoing sentence, under the terms of a secured promissory note of New CRC, New LPPC and CRCWA (the "Note") in the form attached hereto as Exhibit A, secured by a Security Agreement (the "Security Agreement") in the form attached hereto as Exhibit B.
Sample 1
PURCHASE PRICE FOR ACQUISITION ASSETS. The purchase price for the Acquisition Assets (the "Purchase Price") shall be in the amount and shall be payable as follows:
Sample 1
PURCHASE PRICE FOR ACQUISITION ASSETS. At the Closing the purchase price for the Acquisition Assets set forth on Schedule 2.4 (the "Purchase Price") shall be paid by wire transfer.
Sample 1
PURCHASE PRICE FOR ACQUISITION ASSETS. Subject to adjustment as set forth in Section 2.8, the aggregate purchase price for the Acquisition Assets and the Covenant Not to Compete (as hereinafter defined) (the "Purchase Price") shall be (a) $7,550,000 plus (b) the Warrants described in Section 2.3 plus (c) the Promissory Notes described in Section 2.3. Subject to the provisions of Section 2.2, $7,550,000 of the Purchase Price shall be paid to Seller by wire transfer of immediately available funds at the Closing to an account designated by Seller.
Sample 1
AutoNDA by SimpleDocs
PURCHASE PRICE FOR ACQUISITION ASSETS. The aggregate purchase price (the "Purchase Price") to be paid to Seller and Real Property Seller for the Acquisition Assets shall be $9,295,000.00; provided, however that the Purchase Price shall be subject to adjustment under Section 2.2 after the Closing and shall be paid as follows:
Sample 1

Related to PURCHASE PRICE FOR ACQUISITION ASSETS

  • Post-Closing Purchase Price Adjustment (a) As promptly as practicable, but in no event later than ninety (90) days following the date of the Applicable Closing, Parent shall prepare and deliver to SunGard Data a statement (the “Post-Closing Statement”), certified by the chief financial officer of Parent and accompanied by reasonable supporting detail, setting forth the Closing Net Working Capital, the Company Transaction Fees and Expenses and the Merger Consideration, including, in each case, the calculation thereof in reasonable detail. The calculations set forth in the Post-Closing Statement shall be final and binding on all Parties unless SunGard Data gives Parent written notice of its objections thereto (an “Objection Notice”), with reasonable supporting detail as to each such objection (each, a “Post-Closing Calculation Objection”), within forty-five (45) days after receipt of the Post-Closing Statement (the “Objection Period”). In the event SunGard Data fails to give Parent an Objection Notice prior to the expiration of the Objection Period or otherwise earlier notifies Parent in writing that SunGard Data has no objections to the calculations set forth in the Post-Closing Statement, the Post-Closing Statement shall be deemed final and binding on all Parties hereto, and all payments to be made in accordance with Section 3.4(d) shall be derived therefrom. Any component of the calculations set forth in the Post-Closing Statement that is not the subject of a timely delivered Objection Notice by SunGard Data shall be final and binding on all Parties except to the extent such component could be affected by other components of the calculations set forth in the Post-Closing Statement. Throughout the period following the Closing Date until the components of the calculations set forth in the Post-Closing Statement are deemed final and binding pursuant to this Section 3.4, subject to Section 7.21, Parent shall permit SunGard Data and its Representatives reasonable access (with the right to make copies), during business hours upon reasonable advance notice, to the financial books and records of the Surviving Corporation and its Subsidiaries for the purposes of the review and objection right contemplated herein.

  • Asset Purchase Price (a) All Assets and assets of the Failed Bank subject to an option to purchase by the Assuming Institution shall be purchased for the amount, or the amount resulting from the method specified for determining the amount, as specified on Schedule 3.2, except as otherwise may be provided herein. Any Asset, asset of the Failed Bank subject to an option to purchase or other asset purchased for which no purchase price is specified on Schedule 3.2 or otherwise herein shall be purchased at its Book Value. Loans or other assets charged off the Accounting Records of the Failed Bank before the Bid Valuation Date shall be purchased at a price of zero.

  • Purchase Price Adjustments In case at any time and from time to time the Company shall issue any shares of Common Stock or Derivative Securities convertible or exercisable for shares of Common Stock (the number of shares so issued, or issuable upon conversion or exercise of such Derivative Securities, as applicable, being referred to as "Additional Shares of Common Stock") for consideration less than the then Market Price at the date of issuance of such shares of Common Stock or such Derivative Securities, in each such case the Conversion Price shall, concurrently with such issuance, be adjusted by multiplying the Conversion Price immediately prior to such event by a fraction: (i) the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to the issuance of such Additional Shares of Common Stock plus the number of shares of Common Stock that the aggregate consideration received by the Company for the total number of such Additional Shares of Common Stock so issued would purchase at the Market Price and (ii) the denominator of which shall be the number of shares of Common Stock outstanding immediately prior to the issuance of Additional Shares of Common Stock plus the number of such Additional Shares of Common Stock so issued or sold.

  • Cash Purchase Price The term "Cash Purchase Price" shall have the meaning set forth in Section 2.3(a).

  • Acquisition Price The aggregate acquisition price for the JET Shares shall be one share of Common Stock $.001 par value per share, of Buyer, issued by the Buyer, for every one JET Shares transferred hereunder (the "EYEQ Shares"). The acquisition price will be equitably adjusted for any stock splits, reverse stock splits, stock combinations or recapitalizations of Buyer which occur after August 7, 1998 and prior to closing as set forth in Section 3 hereof.

  • Closing Purchase Price The Closing Purchase Price (the "Closing Purchase Price") shall be paid or delivered by Buyer at Closing in the following manner:

  • After-Acquired Shares All of the provisions of this Agreement shall apply to all of the shares of capital stock of Company now owned or which may be issued to or acquired by a Stockholder in consequence of any additional issuance (including, without limitation, by exercise of an option or any warrant), purchase, exchange, conversion or reclassification of stock, corporate reorganization, or any other form of recapitalization, consolidation, merger, stock split or stock dividend, or which are acquired by a Stockholder in any other manner.

  • Purchase Price; Consideration Purchaser shall, on the date hereof (the “Closing Date”), issue to Seller a promissory note, substantially in the form attached hereto as Exhibit B, in the sum of Fifteen Thousand Dollars ($15,000) (the “Promissory Note”) as the consideration for the Ownership Interests.

  • Purchase Price Adjustment (a) Not later than five Business Days prior to the Closing Date, the Contributor Parties shall prepare in good faith and deliver to Acquiror a preliminary settlement statement (the “Estimated Adjustment Statement”) setting forth (i) an estimated combined balance sheet of the Compression Group Entities as of the Closing Date, which balance sheet will be prepared in accordance with GAAP, applied consistently with the Contributor Parties’ past practices (including its preparation of the Unaudited Financial Statements) (the “Estimated Closing Date Balance Sheet”) based on the most recent financial information of the Compression Group Entities reasonably available to the Contributor Parties and the Contributor Parties’ reasonable estimates with respect to the assets, liabilities and members’ equity of the Compression Group Entities as of the Closing Date, (ii) a calculation of the difference, if any, between the Net Working Capital shown on the Estimated Closing Date Balance Sheet (the “Estimated Net Working Capital”) and the Net Working Capital Threshold, (iii) a calculation of the Debt shown on the Estimated Closing Date Balance Sheet (the “Estimated Closing Date Debt”), (iv) a calculation of the Cash shown on the Estimated Closing Date Balance Sheet (the “Estimated Closing Date Cash Amount”) and (v) a calculation of the estimated Purchase Price Adjustment Amount. Acquiror shall have the right, following Acquiror’s receipt of the Estimated Adjustment Statement, to object thereto by delivering written notice to ETP, on behalf of the Contributor Parties, no later than two Business Days before the Closing Date. To the extent Acquiror timely objects to the Estimated Adjustment Statement (or any component thereof), Acquiror and ETP, on behalf of the Contributor Parties, shall enter into good faith negotiations and attempt to resolve any such objection; provided, however, that if Acquiror and ETP, on behalf of the Contributor Parties, are unable to resolve such objection prior to the Closing Date, then the Contributor Parties’ calculations as reflected in the Estimated Adjustment Statement shall control solely for purposes of the payments to be made at Closing. To the extent Acquiror and ETP, on behalf of the Contributor Parties, resolve any such objection prior to the Closing, then the Parties shall jointly agree on a revised Estimated Adjustment Statement that shall control solely for purposes of the payments to be made at the Closing. The estimated Purchase Price Adjustment Amount that controls for purposes of the payments to be made at the Closing is referred to herein as the “Estimated Purchase Price Adjustment Amount.”

  • Purchase Price; Allocation of Purchase Price (a) Subject to the terms and conditions of this Agreement, the purchase price for the Interests and the Purchased Assets (other than the Specified OUS Assets) (such amount, the “Purchase Price”) is payable as follows:

Time is Money Join Law Insider Premium to draft better contracts faster.