Purchase Price and Related Matters. With respect to each Purchase:
Purchase Price and Related Matters. 11 1.3 The Closing.............................................................................................12 1.4
Purchase Price and Related Matters. In consideration of the sale and transfer of all of Seller’s rights, title and interests in the Acquired Assets, Buyer shall assume the Assumed Liabilities and shall pay to Seller an aggregate purchase price equal to the Closing Cash Payment, the Closing Stock Payment and the Escrow Payment (collectively, the “Purchase Price”), as follows:
Purchase Price and Related Matters. For each Purchased Receivable:
Purchase Price and Related Matters. In consideration of the sale and transfer of all of Seller’s rights, title and interests in the Acquired Assets, Buyer shall assume the Assumed Liabilities and shall pay to the Seller an aggregate purchase price of $8,700,000 (the “Purchase Price”), subject to adjustment pursuant to Section 2.06 below. At the Closing, except as provided in Section 2.07, Buyer shall pay the Purchase Price to Seller by:
Purchase Price and Related Matters. Section 3.01 Purchase Price 10 Section 3.02 [Reserved] 10 Section 3.03 Payment of Purchase Price by the Purchaser 10 Section 3.04 Custodial Funds and Advances 10 Section 3.05 Certain Adjustments and Refunds 11
Purchase Price and Related Matters. The Purchaser shall issue at the Closing (hereinafter define) 250,000 shares of its Rule 144 Common Stock, issued pursuant to Rule 506 of Regulation D of the Securities Act of 1933, as amended (the "Purchase Price"). The Seller's accounts payables and all other liabilities, through and including the Closing date (hereinafter defined) shall remain the responsibility of Seller. At Closing (hereinafter defined), the parties shall execute a hold harmless and indemnification agreement in favor of each other for any and all claims that may arise as a result of (i) Seller's ownership of Starting Point, L.L.C. prior to Closing in favor of Purchaser; and (ii) Purchaser's ownership of Starting Point, L.L.C. from and after Closing in favor of Seller. The Indemnification Agreements are attached hereto as Exhibit "B".
Purchase Price and Related Matters. 7 1.2A Pre-Closing Actions.....................................9 1.3 The Closing............................................10 1.4 Assignment of Contracts and Rights.....................12 1.5
Purchase Price and Related Matters. Subject to the terms and conditions of this Agreement, in consideration for the purchase and sale of the Outstanding Units, Buyer shall pay and deliver to the Sellers, in proportion to their respective percentage interest in the Outstanding Units as set forth on Section 3.2(a) of the Seller Disclosure Schedule, aggregate consideration consisting of:
Purchase Price and Related Matters. (a) No later than three (3) Business Days prior to the Closing Date, GB Ltd. shall prepare and deliver to Buyer a written statement (the “Estimated Closing Statement”) setting forth its good faith estimates of: (i) the aggregate amount of Cash and Cash Equivalents as of the Calculation Time (the “Estimated Closing Cash”); (ii) the aggregate amount of Indebtedness of the Acquired Companies as of the Closing (the “Estimated Closing Indebtedness”); (iii) the aggregate amount of Retained Payables; and (iv) Working Capital (the “Estimated Closing Working Capital Amount”), in each case, together with reasonable documentation supporting the basis of all such calculations. GB Ltd. shall in good faith consider any changes requested by Buyer with respect to the Estimated Closing Statement.
