Purchase Price and Purchase Price Adjustment. The aggregate purchase price for the Shares (the “Final Price”) shall be the amount which results from taking EUR 12,750,000 (the “Base Purchase Price”) and:
Purchase Price and Purchase Price Adjustment. (a) Subject to Sections 2.3(b) and (c) hereof, the purchase price for the Assets (the "Purchase Price") shall be Forty Million Dollars ($40,000,000), payable as follows at Closing or as otherwise provided: (i) Twenty Million Dollars ($20,000,000) in cash by wire transfer of immediately available funds, plus (ii) a fixed number of shares of PCC Common Stock (the "PCC Stock Consideration") equal to (x) Ten Million Dollars ($ 1 0,000,000) divided by (y) the arithmetic average of the closing prices per share of PCC Common Stock as reported on the American Stock Exchange for the sixty (60) consecutive trading days commencing on the first trading day following the date of execution of this Agreement, plus (iii) a contingent payment (the "Contingent Cash Payment"), equal to Ten Million Dollars ($10,000,000), payable in the event of an Affirmative Decision in the case of Turnxx Xxxadcasting Systems. Inc. v. FCC, No. 95-922 ("Turnxx x. FCC") on the later to occur of (x) the Closing Date and (y) thirty (30) days after any Final Decision that constitutes an Affirmative Decision.
Purchase Price and Purchase Price Adjustment. 2.2.1. The purchase price for the Purchased Interests (the "PURCHASE PRICE") shall equal Thirty Million Six Hundred and Fifty Thousand Dollars ($30,650,000) (the "INITIAL PURCHASE PRICE") as such amount is adjusted pursuant to Section 2.2.2, 2.2.3 and Section 2.4.3.
Purchase Price and Purchase Price Adjustment. 6 2.4 The Post-Closing Adjustment Payments............................ 7 2.5
Purchase Price and Purchase Price Adjustment. (a) The aggregate purchase price for the Purchased Assets (the "Purchase Price") shall be equal to the sum of (i) $40,000,000, less (ii) an amount equal to the Estimated Net Book Value Adjustment, less (iii) the Contract Adjustment Amount. For purposes of this Agreement, "Estimated Net Book Value Adjustment" shall be equal to an amount equal to the Target Net Book Value (as defined below), less the Estimated Net Book Value.
Purchase Price and Purchase Price Adjustment. (a) Purchase Price and Payment
Purchase Price and Purchase Price Adjustment. Purchase Price. In consideration for the sale, assignment, transfer and delivery of the Acquired Assets by the Sellers to the Purchaser, and upon the terms and subject to the conditions contained herein, the Purchaser shall pay to the Sellers the following at the Closing, subject to increase or reduction before the Closing pursuant to Section 3.3 hereof and after the Closing pursuant to Sections 3.1 and 3.4 hereof (as so adjusted, the "Purchase Price") in the manner set forth below: Thirty-Seven Million Dollars ($37,000,000) in cash (the "Closing Cash Payment"), of which: an amount of cash (but in any event not more than Thirty-Seven Million Dollars ($37,000,000)) sufficient to fully repay all of the Indebtedness of the Sellers under the CapitalSource Facility, under any other bank or revolving credit facility and under any other arrangement pursuant to which a Lien may exist on any of the Acquired Assets shall be paid by the Purchaser on behalf of the Sellers at the Closing directly to the holders of such Indebtedness against receipt by the Sellers and the Purchaser of payoff letters duly executed by the lenders of such Indebtedness, which payoff letters shall be in customary form and shall otherwise be reasonably acceptable to the Purchaser, together with documentation reasonably acceptable to the Purchaser releasing any Liens securing such Indebtedness; an amount of cash equal to One Hundred Thousand Dollars ($100,000) (which is intended to cover the fees and expenses of the Accounting Firm contemplated under Section 3.5 hereof) shall be paid by the Purchaser to the Escrow Agent to be held as part of the Working Capital Escrow Fund under the Escrow Agreement (the "Working Capital Escrow Cash"); the remainder shall be paid by the Purchaser directly to the Sellers at the Closing by wire transfer of immediately available funds; and Twelve Million Five Hundred Thousand Dollars ($12,500,000) in shares (as such shares may be reduced pursuant to the proviso below, the "Consideration Shares") of the Lifetime's common stock, par value $0.01 per share (the "Lifetime Common Stock"), of which, subject to the proviso below: Four million Dollars ($4,000,000) shall be paid by the Purchaser by delivery to the Escrow Agent, pursuant to the Escrow Agreement to be executed and delivered pursuant to Section 3.8 hereof, of a number of shares (the "Working Capital
Purchase Price and Purchase Price Adjustment. In consideration for the sale and delivery of the Shares, BUYER hereby agrees to pay a total purchase price of $3,500,000.00 (the "Purchase Price") to SELLERS and NCT, payable as follows:
Purchase Price and Purchase Price Adjustment. 8 2.4 Working Capital Credits and Payment .................. 9 (a) Prorations ...................................... 9 (b) Expenses and Revenues Not Prorated .............. 9 (c) Manner of Determining Prorations and Credits .... 10 (d) Payments at Closing With Respect to Working Capital Credits ......................... 10 (e) Payments to Reflect Final Determination of Working Capital Credits ......................... 11 2.5 Assumption of Liabilities and Obligations ............ 11 SECTION 3
Purchase Price and Purchase Price Adjustment. (a) Subject to Sections 2.3(b) and (c) hereof, the purchase price for the Assets (the "Purchase Price") shall be Forty Million Dollars ($40,000,000), payable as follows at Closing or as otherwise provided: (i) Twenty Million Dollars ($20,000,000) in cash by wire transfer of immediately available funds, plus (ii) a fixed number of shares of PCC Common Stock (the "PCC Stock Consideration") equal to (x) Ten Million Dollars ($10,000,000) divided by (y) the arithmetic average of the closing prices per share of PCC Common Stock as reported on the
