Purchase and Sale of Assets Purchase Price. Pursuant to the terms and subject to the conditions of this Agreement, on the date hereof, Seller shall (and, as applicable, shall cause its Affiliates to) sell, transfer and assign to Buyer, free and clear of all Liens, and Buyer shall purchase and acquire from Seller (and its Affiliates, as applicable), all of Seller’s right, title and interest in, to and under all of the Acquired Assets. In consideration of the sale, conveyance, delivery, transfer, and assignment of the Acquired Assets to Buyer and Seller’s other covenants and obligations hereunder, on the date hereof, Buyer shall deliver to Seller $2,500,000.00 (the “Purchase Price”), payable by wire transfer of immediately available U.S. funds.
Purchase and Sale of Assets Purchase Price. Pursuant to the terms and subject to the conditions of this Agreement, at the Closing, Seller shall (and, as applicable, shall cause its Affiliates to) sell, convey, deliver, transfer and assign to Buyer, free and clear of all Liens (other than Permitted Liens), and Buyer shall purchase, take delivery of and acquire from Seller (and its Affiliates, as applicable), all of Seller's (and, as applicable, its Affiliates') right, title and interest in, to and under all of the Purchased Assets of Seller (and, as applicable, its Affiliates). In consideration of the sale, conveyance, delivery, transfer, and assignment of the Purchased Assets to Buyer and Seller's other covenants and obligations hereunder, at the Closing and pursuant to the terms and subject to the conditions hereof, Buyer shall: pay Seller an amount equal to $30,000,000.00 (the "Purchase Price"); and assume the Assumed Liabilities. Buyer shall deliver the Purchase Price, by wire transfer of immediately available funds to the account set forth on Schedule 6.4(b)(i).
Purchase and Sale of Assets Purchase Price. 1.1 Sale of Assets 1.2 Liabilities
Purchase and Sale of Assets Purchase Price. 8 2.01 Sale of the Acquired Assets.......................................8 2.02
Purchase and Sale of Assets Purchase Price. (a) Subject to the terms and conditions of this Agreement, Seller shall sell to Purchaser, and Purchaser shall purchase from Seller, the Assets, free and clear of all liens, pledges, claims, charges, security interests or other encumbrances ("Liens") other than Permitted Liens. Subject to the terms and conditions of this Agreement, the aggregate purchase price to be paid by Purchaser to Seller for the purchase of the Assets shall be (i) Forty Two Million Dollars ($42,000,000) (a) (the "Purchase Price"), plus or minus (ii) the amount of Net Working Capital (as defined below) on the Closing Date, minus (iii) the amount of Seller's capital lease obligations with respect to the Hospital, if any, that are assumed by Purchaser pursuant to Section 1.11 of this Agreement (the "Assumed Capital Lease Obligations"), minus (iv) 16.17 percent (16.17%) of the Sick Pay Amount (the sum of (i), (ii), (iii), and (iv) being referred to for purposes of this Agreement as the "Cash Purchase Price").
Purchase and Sale of Assets Purchase Price. (a) Pursuant to the terms and subject to the conditions of this Agreement, at the Closing, Seller shall sell, convey, deliver, transfer and assign to Buyer, free and clear of all Liens (other than Permitted Liens), and Buyer shall purchase, take delivery of and acquire from Seller, all of Seller’s right, title and interest in, to and under all of the Purchased Assets. In consideration of the sale, conveyance, delivery, transfer, and assignment of the Purchased Assets to Buyer and Seller’s other covenants and obligations hereunder, at the Closing and pursuant to the terms and subject to the conditions hereof, Buyer shall:
Purchase and Sale of Assets Purchase Price. CLOSING 6 Section 2.1 Purchase and Sale of Assets 6 Section 2.2 Excluded Assets 8 Section 2.3 Assumption of Liabilities 8 Section 2.4 Excluded Liabilities 8 Section 2.5 Instruments of Sale and Transfer 10 Section 2.6 Purchase Price 11 Section 2.7 Closing Date 11 Section 2.8 Closing Payments and Deliveries 11
Purchase and Sale of Assets Purchase Price. On the date hereof and upon the terms and subject to the conditions provided below, Seller shall convey, assign, transfer and deliver to Purchaser all of Seller’s right, title and interest in, to and under, if any, consistent with Section 3.3, the assets listed on Schedule 1.1 hereto, (the “Assets”). In exchange for the Assets, Purchaser shall pay to Seller cash in the aggregate amount of $7,075,000 (the “Purchase Price”). Seller shall be entitled to retain all revenues that are received with respect to the Assets through the Closing (as defined below), and Purchaser shall be entitled to retain all revenues that are received with respect to the Assets after the Closing (determined in both cases by using a cash basis method of accounting).
Purchase and Sale of Assets Purchase Price. Pursuant to the terms and subject to the conditions of this Agreement, on the date hereof, Seller shall (and, as applicable, shall cause its Affiliates to) sell, convey, deliver, transfer and assign to Buyer, free and clear of all Liens (other than Permitted Liens), and Buyer shall purchase, take delivery of and acquire from Seller (and its Affiliates, as applicable), all of Seller’s (and, as applicable, its Affiliates’) right, title and interest in, to and under all of the Acquired Assets of Seller (and, as applicable, its Affiliates). In consideration of the sale, conveyance, delivery, transfer, and assignment of the Acquired Assets to Buyer and Seller’s other covenants and obligations hereunder, on the date hereof and pursuant to the terms and subject to the conditions hereof, Buyer shall:
Purchase and Sale of Assets Purchase Price. 2.1 Purchase and Sale of Purchased Assets............................2 2.2 Consideration....................................................2 2.3 Buyer's Assumed Obligations......................................2 2.4 Seller's Retained Liabilities....................................3 2.5 Earn-Out Payments................................................3 2.6 Date and Form of Payment.........................................3 2.7 Net Working Capital Adjustment...................................4
