Purchase Price for the Assets Sample Clauses

Purchase Price for the Assets. The consideration for the Assets shall be the (i) assumption by the Buyer of the Assumed Liabilities; and (ii) the payment of the Buyer of $100,000 in immediately availible funds on the Closing Date (the "Cash Amount"). The Cash Amount shall be deposited on the date hereof with Xxxxxxxxx & Xxxxxxxxx, LLP, as escrow agent, pursuant to the terms of that certain Escrow Agreement, a form of which is attached hereto as Exhibit C.
AutoNDA by SimpleDocs
Purchase Price for the Assets. The consideration for the Assets shall be the (i) assumption by the Buyer of the Assumed Liabilities; (ii) the payment of the Buyer of $5,000 in immediately availible funds on the Closing Date (the "Cash Amount"); and (iii) the delivery by the Buyer to the Seller on the Closing Date of a secured promissory note in the aggregate principal amount of $95,000 (the "Note") in the form attached hereto as Exhibit C. The Cash Amount shall be deposited on the date hereof with Xxxxxxxxx & Xxxxxxxxx, LLP, as escrow agent, pursuant to the terms of that certain Escrow Agreement, a form of which is attached hereto as Exhibit D.
Purchase Price for the Assets. As consideration for the transfer of the Assets to DNAC, DNAC shall issue to Lynx 4,900,000 (4.9 million) shares of DNAC common stock (the “Purchase Price” or the “Shares”). The Shares shall be delivered to Lynx no later than five days following Closing. .
Purchase Price for the Assets. Immediately prior to the Closing and subject to the terms and conditions set forth in this Agreement, in consideration of the sale and transfer of the Assets, Seller shall pay to Pyramid an amount equal to $1,000,000 (the "Asset Purchase Price") by wire transfer of immediately available funds to an account or accounts designated no later than two (2) business days prior to the Closing Date by Pyramid.
Purchase Price for the Assets. The total consideration to be paid by Buyer to purchase the Assets is $9,750,000.00, subject to adjustment as set forth in this Section 2.4 (the “Purchase Price”). As soon as practicable prior to or after the Closing, Seller shall (a) sell all of the equipment located at the Moapa facility listed on Schedule 5.1 (the “Moapa Equipment”) (the parties expressly agree that if the sale of the Moapa Equipment occurs post-Closing, Buyer will fully cooperate with Seller in completing such sale), (b) pay off any and all Encumbrances on the Moapa Equipment, (c) pay all fees and expenses incurred in connection with the sale of the Moapa Equipment, and (d) promptly place the amount of proceeds from (a), less the amounts expended in (b) and (c) (the “Actual Net Proceeds”) into a separate bank account (the “Retained Seller Cash Account”) and Seller shall hold any Actual Net Proceeds in excess of the Retained Seller Cash (the “Buyer Cash Amount”) in constructive trust for the benefit of Buyer. The Retained Seller Cash Account shall be the sole source of funding for the Retained Seller Cash.
Purchase Price for the Assets. (a) In consideration of the transfer to the Buyer of the Transferred Assets, the Buyer shall (i) pay to the Seller an amount in cash equal to the Cash Purchase Price plus or minus, as appropriate, the net amount provided in SECTION 1.7 (the "Net Cash Purchase Price") and (ii) assume (A) the payment obligations of the Seller with respect to all Trade Payables, Accrued Liabilities and Notes Payable as of the Closing Date, (B) the obligations of the Seller and the Affiliated Companies under the express written terms of the Entitlements to the extent and only to the extent such obligations are not Pre-Closing Obligations (other than as provided for under clauses (C) and (D)), (C) the liabilities and obligations of the Seller or the Affiliated Companies under the Allseas Contract, whether incurred prior to the Closing Date or following the Closing Date, (D) the liabilities and obligations of the Seller or the Affiliated Companies as a result of claims made with respect to warranties given or made by the Seller or the Affiliated Companies on or prior to the Closing Date that relate to products shipped by the Seller or the Affiliated Companies in the conduct of the Business on or prior to the Closing and services rendered by the Seller or the Affiliated Companies with regard to commissioning of such products (and, in the case of Pipeline Induction Heat Limited CRC-Evans Automatic Welding, Inc. or the automatic welding division of thx Xxxler, that relate to any services rendered in the conduct of the Business), and (E) the liabilities and obligations of the Seller and the Affiliated Companies with respect to the litigation described in SECTION 1.4 of the Disclosure Schedule (the "Assumed Litigation") (collectively, the "Assumed Liabilities"). Notwithstanding the foregoing, the Buyer shall not assume any liabilities and obligations for the Warranty Obligations and the Allseas Obligations that in the aggregate are in excess of the Ceiling Amount, and such liabilities and obligations that in the aggregate are in excess of the Ceiling Amount shall not be deemed to be Assumed Liabilities. The Net Cash Purchase Price and the Assumed Liabilities are herein collectively referred to as the "Purchase Price". A portion of the Cash Purchase Price in the amount of $2,491,280 shall be deemed to have been paid in cash upon the payment at the Closing of the outstanding debt owed by Pipeline Induction Heat Limited to Weatherford U.K. Ltd. in a like amount (the "PIH Debt").
Purchase Price for the Assets. Subject to Section 2.5, the aggregate purchase price for the Assets shall be $13,500,000 (the "Purchase Price") payable as follows: (a) $12,225,000 to MSC, (b) $475,000 to MSC-UK and (c) $800,000 to Anacon.
AutoNDA by SimpleDocs
Purchase Price for the Assets. The purchase price (the “Purchase Price”) for the Assets shall consist of the following consideration:
Purchase Price for the Assets. The purchase price for the Assets shall be the issuance of Eight Hundred Thousand (800,000) shares of common stock of Buyer (the "Shares") at the time of the Closing.
Purchase Price for the Assets. The consideration for the Assets shall be the (i) the payment to Seller for a period of three (3) years of ten percent (10%) of all revenues derived by Buyer from the Assets and (ii) payment to Seller on the Closing Date of an amount equal to the cost of all inventory sold to Buyer as shown on Schedule 1.3.
Time is Money Join Law Insider Premium to draft better contracts faster.