Purchase Price for the Acquired Assets Sample Clauses

Purchase Price for the Acquired Assets. (a) The aggregate purchase price to be paid by the Buyer for the Acquired Assets shall be the sum of Five Million Nine Hundred Sixty Thousand Dollars ($5,960,000) plus the Assumed Liabilities (the "Purchase Price"). The Purchase Price shall be payable in the manner described in Subsection 1.3(b) and shall be subject to adjustment as set forth in Section 1.9 below and Section 2.1(d) of the Indemnification Agreement (as defined below).
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Purchase Price for the Acquired Assets. The aggregate purchase price to be paid by the Buyer for the Acquired Assets shall be Eight Million One Hundred Thousand Dollars ($8,100,000) (the “Purchase Price”). The Purchase Price shall be payable by wire transfer of immediately available funds to an account designated by the Company at the Closing.
Sample 1
Purchase Price for the Acquired Assets. The Purchase Price for the Acquired Assets will be Four Million Dollars ($4,000,000), payable by Buyer to Seller as follows: (a) One Million Dollars ($1,000,000) cash payable by wire transfer in immediately available funds delivered at the Closing to an account designated by the Seller in Section 4.2 and (b) a Promissory Note in the amount of Three Million Dollars ($3,000,000) delivered at the Closing, substantially in the form of Exhibit A (the "Promissory Note"), secured by a mortgage on the real property listed on Schedule 1.1(f) and a security interest in all other Acquired Assets. The purchase price will be reduced by an amount equal to the Book Value of any packaging inventory returned to Seller by Buyer, which amount will be set off against the final payment or payments due under the Promissory Note as more fully provided therein. 4.
Sample 1
Purchase Price for the Acquired Assets. As the purchase price for the Acquired Assets, the Buyer shall pay the Sellers the Purchase Price, as determined under Sections 2.4, 2.5, 2.6, 2.7, and 2.8 of this Agreement (sometimes referred to as the “Purchase Price”). Subject to the following sentences of this Section 2.4, the purchase price for the Acquired Assets (the “Purchase Price”) will be the sum of (a) the book value on the books of Sellers of the Acquired Working Capital as of the Effective Date, which was $4,409,626, (b) the book value (net of depreciation) on the books of the Sellers of the Acquired Fixed Assets (excluding the Investment Real Estate), which was $1,878,000, (c) the amortized book value on the books of Sellers of the Acquired Intangibles and Goodwill of the Sellers described in Schedule 2.4 to this Agreement, to be executed and delivered at Closing, which was $135,666, and (d) an additional amount of $7,500,000. The Purchase Price shall be adjusted up or down as specified in Section 2.6 of this Agreement and the Purchase Price will be potentially subject to post-Closing adjustment as specified in Section 2.8 of this Agreement in order to arrive at the final Purchase Price. The Purchase Price shall be payable as set forth in Sections 2.6 and 2.7 of this Agreement. The Purchase Price will be reduced by $500,000 (but without duplication) if Bxxxx does not sign the New Bxxxx Noncompetition Agreement.
Sample 1
Purchase Price for the Acquired Assets. The purchase price (the ----------------------------------------- "Purchase Price") for the Acquired Assets shall consist of three elements payable as follows:
Sample 1
Purchase Price for the Acquired Assets. The aggregate purchase price (the “Purchase Price”) to be paid by the Buyer for the Acquired Assets shall be Twenty Five Million Dollars ($25,000,000.00). The Purchase Price shall be payable by Buyer’s execution of a Promissory Note in the amount of $25,000,000.00 in a form to be mutually agreed upon by the parties prior to the Closing (the “Note”).
Sample 1

Related to Purchase Price for the Acquired Assets

  • Payment of Purchase Price for the Mortgage Loans (a) In consideration of the sale of the Initial Mortgage Loans from each of the Sellers to the Purchaser on the Closing Date, the Purchaser agrees to transfer to the applicable Seller on the Closing Date the purchase price for the applicable Initial Mortgage Loans provided in the Adoption Annex attached as Annex 1 to this Agreement (the "Adoption Annex").

  • Sale and Purchase of the Assets Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, the Seller shall sell, assign, transfer, convey and deliver to the Purchaser, and the Purchaser shall purchase and acquire from the Seller, free and clear of all Liens, all right, title and interest of the Seller in and to all of its properties, assets, Contracts and rights, of every kind and description and wherever located, related to, used in or intended for use in connection with the Business as currently conducted or currently contemplated to be conducted, other than the Excluded Assets (as defined below) (collectively, the “Purchased Assets”), including without limitation the following:

  • Purchase and Sale of Purchased Assets (a) On the terms and conditions of this Agreement, at the Closing (and effective as of the Effective Time), Seller will sell, assign, transfer, convey and deliver to Purchaser, free and clear of all Liens, and Purchaser will purchase, acquire and accept from Seller, the Purchased Assets.

  • 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:

  • The Purchase Price If the sale of the Property is not subject to HST, Seller agrees to certify on or before (included in/in addition to) closing, that the sale of the Property is not subject to HST. Any HST on chattels, if applicable, is not included in the Purchase Price.

  • Closing Purchase Price Buyer shall have delivered the Closing Purchase Price in accordance with Section 2.5. ARTICLE VII

  • Condition of Purchased Assets All of the tangible property included in the Purchased Assets is in good operating condition and repair, ordinary wear and tear excepted, and in the state of maintenance, repair and operating condition required for the proper operation and use thereof in the ordinary and usual course of business by Seller.

  • Acquired Assets 11 Upon the terms and subject to the conditions set forth in this Agree- ment, at the Closing Seller shall sell, assign, transfer, convey and deliver to Buyer free and clear of all Liens, and Buyer shall purchase, acquire and take assignment and delivery of, all right, title and interest of Seller in and to the Acquired Assets, including the following:

  • Post-Closing Purchase Price Adjustment (a) As soon as practicable, but no later than forty-five (45) calendar days after the Closing Date, Buyer shall cause to be prepared and delivered to Griffon a single statement (the “Closing Statement”) setting forth Buyer’s calculation of (i) the Net Working Capital, (ii) based on such Net Working Capital amount, the Net Working Capital Adjustment, (iii) the Closing Date Funded Indebtedness, (iv) the Closing Date Cash, (v) the Transaction Related Expenses and the components thereof in reasonable detail. Buyer’s calculation of the Net Working Capital, the Net Working Capital Adjustment, the Closing Date Funded Indebtedness, the Closing Date Cash and the Transaction Related Expenses set forth in the Closing Statement shall be prepared and calculated in good faith, and in the manner and on a basis consistent with the terms of this Agreement and the Accounting Principles (in the case of Net Working Capital) and the definitions thereof, and in the case of Net Working Capital shall also be in the same form and include the same line items as the Estimated Net Working Capital calculation, and shall otherwise (x) not include any changes in assets or liabilities as a result of purchase accounting adjustments or other changes arising from or resulting as a consequence of the transactions contemplated hereby, (y) be based on facts and circumstances as they exist as of the Closing and (z) exclude the effect of any decision or event occurring on or after the Closing. In furtherance of the foregoing, Buyer acknowledges and agrees that the Accounting Principles are not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies. If the Closing Statement is not so timely delivered by Buyer for any reason, then the Estimated Closing Statement shall be considered for all purposes of this Agreement as the Closing Statement, from which the Seller will have all of its rights under this Section 2.7 with respect thereto, including the right to dispute the calculations set forth in the Estimated Closing Statement in accordance with the procedures set forth in Section 2.7(b) and Section 2.7(c) mutatis mutandis.

  • Segregation of Purchased Securities To the extent required by applicable law, all Purchased Securities in the possession of Seller shall be segregated from other securities in its possession and shall be identified as subject to this Agreement. Segregation may be accomplished by appropriate identification on the books and records of the holder, including a financial or securities intermediary or a clearing corporation. All of Seller’s interest in the Purchased Securities shall pass to Buyer on the Purchase Date and, unless otherwise agreed by Buyer and Seller, nothing in this Agreement shall preclude Buyer from engaging in repurchase transactions with the Purchased Securities or otherwise selling, transferring, pledging or hypothecating the Purchased Securities, but no such transaction shall relieve Buyer of its obligations to transfer Purchased Securities to Seller pursuant to Paragraph 3, 4 or 11 hereof, or of Buyer’s obligation to credit or pay Income to, or apply Income to the obligations of, Seller pursuant to Paragraph 5 hereof. Required Disclosure for Transactions in Which the Seller Retains Custody of the Purchased Securities Seller is not permitted to substitute other securities for those subject to this Agreement and therefore must keep Buyer’s securities segregated at all times, unless in this Agreement Buyer grants Seller the right to substitute other securities. If Buyer grants the right to substitute, this means that Buyer’s securities will likely be commingled with Seller’s own securities during the trading day. Buyer is advised that, during any trading day that Buyer’s securities are commingled with Seller’s securities, they [will]* [may]** be subject to liens granted by Seller to [its clearing bank]* [third parties]** and may be used by Seller for deliveries on other securities transactions. Whenever the securities are commingled, Seller’s ability to resegregate substitute securities for Buyer will be subject to Seller’s ability to satisfy [the clearing]* [any]** lien or to obtain substitute securities.

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