Consideration for the Purchased Assets. Subject to the terms and conditions of this Agreement, and in reliance on the representations, warranties and covenants contained herein, in consideration of the sale, conveyance, assignment, transfer and delivery of the Purchased Assets, Buyer agrees (a) subject to adjustment pursuant to Section 2.5, to pay and deliver to Seller on the Closing Date the Purchase Price, as set forth in Section 2.4, and (b) to assume as of the Closing Date the Assumed Liabilities, as set forth in Section 2.6.
Consideration for the Purchased Assets. (a) Concurrently with the execution and delivery of this Agreement, Buyer, Parent and Southwest Bank of Texas, N.A. (the "Escrow Agent") have executed and delivered the escrow agreement among Buyer, Parent and the Escrow Agent (the "Escrow Agreement"), a copy of which is attached as Exhibit 3.1(a), and Buyer has delivered to the Escrow Agent an amount in cash equal to $10,000,000. Buyer shall deliver an additional $10,000,000 to the Escrow Agent by no later than February 21, 1997 (such $10,000,000, together with the $10,000,000 delivered concurrently with the execution and delivery of this Agreement, is referred to herein as the "Escrow Funds"). Buyer, Parent and Sellers agree that the Escrow Agent shall hold and deliver the Escrow Funds in accordance with the terms and conditions set forth in the Escrow Agreement. Buyer shall have the right at any time to substitute on a dollar for dollar basis an irrevocable letter of credit in favor of Parent (drawn on a bank and containing terms and conditions satisfactory to Parent) for all or a part of the Escrow Funds. For purposes of this Agreement, any such letter of credit, together with the Escrow Funds, if any, held by the Escrow Agent shall be referred to herein as the "Deposit".
Consideration for the Purchased Assets. (a) Subject to the terms and conditions of this Agreement, in consideration of the sale, transfer, assignment, conveyance and delivery of the Purchased Assets (including the assignment of the Assigned Contracts (to the extent actually assumed and assigned)), the Buyer shall (i) assume the Assumed Liabilities; (ii) pay to Exodus at Closing by wire transfer, in immediately available funds, an amount equal to the Cash Consideration (subject to adjustment as provided herein) minus (x) the Initial Deposit minus (y) the Escrowed Amount minus (z) the Scheduled Lease Amount; (iii) deposit with the Escrow Agent, as escrow agent, $56,000,000 in cash (the "Escrowed Amount"), to be held in escrow and released by the Escrow Agent in accordance with the terms of the Escrow Agreement, (iv) deposit with the Escrow Agent, to be held in escrow and released by the Escrow Agent in accordance with the terms of the Escrow Agreement, an amount in cash (the "Scheduled Lease Amount") equal to (x) $50,000,000 minus (y) the sum of all Pre-Closing Lease Adjustments (provided that the Scheduled Lease Amount shall not be less than zero) minus (z) the amount of aggregate remaining capital lease obligations relating to Selected Financing Leases (A) as to which the Primary Sale Order (or the Secondary Sale Order, if prior to Closing) authorizes the transfer of the equipment, pursuant to Section 363(f) of the Bankruptcy Code, free and clear of all Liens and Claims or (B) as to which the lessor has agreed that such lease is a Financing Lease, and (v) pay the Agreed Operating Lease Cure Amounts to the extent required by Section 2.4. The "Cash Consideration" shall, prior to adjustment as provided herein, equal (A) $560,000,000 plus (B) the Security Deposit Amount minus (C) the sum of all Pre-Closing Lease Adjustments minus (D) the Excluded Lease Amount. The Cash Consideration shall be adjusted in accordance with this Section 2.2, the penultimate sentence of Section 2.1(a)(ii), Section 6.12(c) and Section 6.20(g)(ii).
Consideration for the Purchased Assets. At the Closing, Buyer shall pay to Seller the Purchase Consideration by delivering to Seller:
Consideration for the Purchased Assets. As full consideration for the Purchased Assets, Purchaser shall deliver and pay Seller the following consideration (the "Purchase Price"):
Consideration for the Purchased Assets. 4.1 Purchase Price for the Purchased Assets. --------------------------------------- Subject to the other terms of this Agreement, the Purchase Price for the Purchased Assets shall be the sum of:
Consideration for the Purchased Assets. Subject to the terms and conditions hereof, at the Closing, as consideration for the sale, transfer, assignment and delivery of the Purchased Assets to Purchaser, Purchaser shall (i) assume the Assumed Liabilities, (ii) pay to Seller Three Hundred Thousand Dollars ($300,000) by wire transfer to such account as Seller may designate and (iii) deem the Assigned Account Receivable (as such term is defined in Section 4.6 below) to be paid in full. The purchase price shall be allocated among the Purchased Assets in the manner required by Section 1060 of the Internal Revenue Code and the regulations thereunder.
Consideration for the Purchased Assets. (2) As consideration for the Purchased Assets the Purchaser shall assume the Liabilities of the company owed to John Rocker and outstanding business debts of the Seller. A full list xx xxx xxx Liabilities to be assumed by the Purchaser shall be listed in Schedule 3.4 ________________________ _________________________ (initials) (initials)
Consideration for the Purchased Assets. The purchase price for the Purchased Assets shall be as follows: (1) $2,000,000 payable in cash by wire transfer of immediately available funds at the Closing (the “Cash Purchase Price”); (2) Purchaser shall execute and deliver to Parent a convertible promissory note in the principal amount of $1,400,000 in the form attached hereto as Exhibit 2.5(i) at the Closing (the “Non-Transferable Note”); and (3) Purchaser shall execute and deliver to each of the holders of the Bridge Notes, a convertible promissory note, in the form attached hereto as Exhibit 2.5(ii) (the “Debtholder Notes”), in the principal amount equal to the aggregate principal amount of and accrued interest on each of the Bridge Notes held by such holder, all in accordance with Section 2.9 hereof; and (4) Purchaser shall execute and deliver to Parent a convertible promissory note in the form attached hereto as Exhibit 2.5 (iii), in the principal amount equal to $10,600,000 less the aggregate principal amount of the Debtholder Notes, at the Closing (the “Transferable Note”, and together with the Non-Transferable Note and the Debtholder Notes, the “Notes”) The Notes, together with the Cash Purchase Price shall be referred to herein as the “Purchase Price”. Subject to the terms and conditions of this Agreement, in consideration of the sale, transfer, assignment, conveyance and delivery of the Purchased Assets, Purchaser shall (i) assume the Assumed Liabilities, (ii) pay to Parent at the Closing, the Cash Purchase Price, and (iii) deliver to Parent and each of the holders of the Bridge Notes at the Closing, the applicable Notes. Notwithstanding Purchaser’s direct delivery of the Debtholder Notes to the holders of the Bridge Notes at the Closing, the Debtholder Notes shall be deemed received by Parent as partial consideration for the Purchased Assets and thereafter transferred by Parent to such holders in satisfaction of the Bridge Notes.
Consideration for the Purchased Assets. The Purchaser, at the -------------------------------------- Purchaser's sole discretion, will deliver to the Seller by wire transfer or cashier's check to the credit of such account as Seller shall designate the Purchase Price of $____(the "Purchase Price") or shares of $0.01 par value Sylvan Common Stock, with the number shares to be transferred by Purchaser determined by dividing (x) the Purchase Price by (y) the average closing price of the Sylvan Common Stock as quoted on NASDAQ for the fifteen (15) trading days prior to the Closing; provided that, for purposes of calculating the average stock price during such fifteen (15) day period, the single highest and single lowest closing stock prices shall be disregarded. Nothing herein shall be construed as requiring Purchaser to transfer any fractional shares; and, Purchaser at its sole election shall have the right to pay to the Seller cash payments in lieu of any fractional shares.
