Purchase Price Payment Sample Clauses

Purchase Price Payment. The total Purchase Price for the Property is the amount of the successful bid for the parcel at public auction.

Purchase Price Payment. The grand total price shown on Schedule 1 (the “Purchase Price”) plus the grand total tax shall be paid by Buyer in full, free of bank charges, within 5 banking days of the Effective Date in accordance with the banking information shown on Schedule 1.

Purchase Price Payment. The purchase price for the Shares to be purchased pursuant to the terms hereof shall be the sum of Forty Million Five Hundred Seventy-Six Thousand United States Dollars (US$40,576,000) (the "BASE PURCHASE PRICE"), which amount shall be subject to adjustment pursuant to Section 2(c) and Section 2(g). The Base Purchase Price as adjusted pursuant to clauses (A) and (B) of Section 2(c)(ii) (the "CLOSING PURCHASE PRICE") shall be paid by the Buyer at the Closing in cash by wire transfer or delivery of other immediately available funds as follows: (i) ninety percent (90%) of the Closing Purchase Price shall be paid to the Seller, to an account or accounts designated by the Seller not less than one (1) Business Day prior to the Closing Date, and (ii) ten percent (10%) of the Closing Purchase Price shall be paid to the Escrow Agent, to the account designated by the Escrow Agent pursuant to the Escrow Agreement, to be held in escrow, invested and disbursed by the Escrow Agent in accordance with the terms and conditions of the Escrow Agreement. Any further adjustments to the Base Purchase Price shall be made and paid in accordance with the applicable provisions of Section 2(g) and Section 2(h). All fees and expenses of the Escrow Agent and all other costs associated with the escrow arrangement thereunder shall be borne and paid by the Buyer and the Seller in equal shares.

Purchase Price Payment. (a) The consideration payable by the Acquiror to the Company for the Acquired Assets will be (i) cash in an amount of $10,000, (ii) the termination as of the Closing Date (pursuant to Section 5.9) of the NCI Liabilities and (iii) the assumption of the Assumed Liabilities (collectively the "Purchase Price"). On the Closing the Acquiror will pay to the Company by wire transfer to an account designated by the Company in cash the amount of the cash portion of the Purchase Price. (b) The allocation of the total consideration for the Acquired Assets for Tax reporting purposes shall be as follows: (i) to cash and cash equivalents, the amount thereof; (ii) to Closing Accounts Receivable, the amount determined by the Acquiror from the Company's records, adjusted by the Acquiror to conform to GAAP; (iii) to inventory, the amount determined by the Acquiror from the Company's records, adjusted by the Acquiror to conform to GAAP; (iv) to leasehold improvements, the greater of fair market value (determined by the Acquiror from its historical experience, or in the Acquiror's sole discretion, by independent appraisal) or the current book value thereof as reflected in the Company's records, adjusted by the Acquiror to conform to GAAP; and (v) the entire remaining balance of the consideration shall be allocated to the goodwill of the Company's business or, at the Acquiror's sole discretion, to the other intangible assets which are included in the Acquired Assets. The parties acknowledge that such allocations for Tax reporting purposes were determined pursuant to arm's length bargaining regarding the fair market values of the Acquired Assets in accordance with the provisions of Code Section 1060. The parties agree to be bound by these allocations for all federal, state and local Tax reporting purposes, including for purposes of determining any income, gain, loss, depreciation or other deductions in respect of such assets. The parties further agree to prepare and file all Tax Returns (including Form 8594 under the Code) in a manner consistent with such allocations. If the Acquiror makes adjustments to conform to GAAP pursuant to clauses (ii), (iii) or (iv) above, the Acquiror will bear any out-of-pocket expense of making such adjustments.

Purchase Price Payment. Purchaser shall deliver to SAFEDOX the sum of $10,000 in payment of the 33,333 shares of Common Stock purchased by Purchaser hereunder, a per share price of $.30, which payment shall be delivered as provided in paragraphs VI and VII hereinbelow.

Purchase Price Payment. Buyer paid Seller the aggregate Purchase Price for the Assets.

Purchase Price Payment. The aggregate consideration for the Target Shares shall consist of (i) a percentage payment calculated as a percentage of Target’s Sales, as described in sub-section (ii) below; and (ii) a grant of Ultralife Shares as described in subsection (i) below (together, the “Purchase Price”). On the terms and subject to the conditions set forth herein, Buyer shall pay the Purchase Price to Sellers as follows: (i) At Closing, Buyer shall deliver to each Seller a certificate representing 50,000 Ultralife Shares. (ii) Following the Closing, if Target achieves certain Sales targets during the Measuring Periods, then Buyer shall deliver payments to Sellers as follows (the “Holdback Amount”): (A) Buyer shall deliver the Holdback Amount to Sellers, calculated at the rate of 5% of Target’s Sales, up to the operating plan amount set by Buyer in consultation with Sellers (“Plan Amount”) for the remainder of the calendar year following the Closing and for each of the subsequent three calendar years. (B) Buyer shall deliver the Holdback Amount to Sellers, calculated at the rate of 10% of the amount by which Target’s Sales exceed the Plan Amount for any of the following calendar years: 2008, 2009 and 2010. (C) The following illustrates how the Holdback Amounts are earned. If the Plan Amount is set at $5,000,000 for calendar year 2008 and Sales for 2008 are $6,000,000, the Holdback Amount for 2008 would be calculated on 5% of $5,000,000, plus 10% on $1,000,000 for a total of $350,000. (D) Any payments of Holdback Amounts due from Buyer to Sellers hereunder shall be made by wire transfer of immediately available funds to such account or accounts as designated by Sellers within 60 days of the conclusion of the applicable Measuring Period, so long as no Seller has violated any terms of this Agreement or the Post-Closing Agreement. Buyer shall distribute any Holdback Amounts paid pursuant to this Section equally to each Seller. (E) The following items shall be excluded from Sales for the purpose of calculating the Holdback Amount pursuant to this Section: (i) Sales made to Buyer or its Subsidiaries unless Buyer or any Buyer Subsidiary resells the products underlying such Sales to Target customers in which event the Sales by Buyer or any Buyer Subsidiary shall be included in Sales for purposes of calculating the Holdback Amount pursuant to this Section but shall not be included in sales for Stationary Power Systems, Inc. (“SPS”) for purposes of Section 2(b) of that certain Stock Pur...

Purchase Price Payment. The Purchase Price in the amount and manner set forth in Section 2.

Purchase Price Payment. (a) The purchase price for the Seller Assets is $1,415,000, increased or decreased as appropriate for the Net Rental Equipment Adjustment, and the purchase price for the Corporation Assets is $436,500. At the Closing, the Buyer will, (i) by wire transfer or other delivery of immediately available funds, (A) pay to the Seller $1,230,000, subject to increase or decrease as applicable for the Net Rental Equipment Adjustment, (B) deposit $185,000 into the Escrow Account and (C) pay to the Corporation $436,500, less $11,250 representing the Estimated Pre-Closing Personal Property Tax Amount and (ii) assume the Assumed Liabilities (and the amounts paid and deposited to and in respect of the Seller and the Corporation and the Assumed Liabilities will constitute the full purchase price for the Acquired Assets). The amount deposited in the Escrow Account will belong to the Seller, subject to the Seller's indemnification obligations set forth in this Agreement, and will be held, invested, administered and disbursed according to Section 7.1(b) hereof and the Escrow Agreement. 6 (b) At the Closing, the Buyer will deposit into a demand deposit account in the names of the Buyer and the Shareholders' Agent, from the amount otherwise payable to the Corporation pursuant to Section 2.3(a)(i)(A), an amount equal to the Reserve Amount, and such funds shall initially constitute the Liabilities Reserve. The funds on deposit in the Liabilities Reserve will belong to the Corporation, subject to the provisions of this Section 2.3(b). Following the Closing, the Liabilities Reserve will be applied to the payment of Reserved Corporation Liabilities, by disbursements from that account upon the joint signatures of a representative of the Buyer and the Shareholders' Agent, as the Reserved Corporation Liabilities are ascertained. To the extent that the Buyer receives a bill ▇▇ invoice representing, or is otherwise aware of, any Reserved Corporation Liabilities, the Shareholders' Agent shall sign checks drawn on the Liabilities Reserve to satisfy such Reserved Corporation Liabilities promptly upon the request of Buyer. Reserved Corporation Liabilities representing accrued vacation and other accrued employee benefits with respect to those persons who are employees of the Corporation as of immediately prior to the Closing Date and who become employees of the Buyer effective as of the Closing will be satisfied by payment of the amount thereof to the Buyer as the Buyer provides such benefits ...