Purchase Price Clause Samples
The Purchase Price clause defines the total amount that the buyer agrees to pay to the seller for the goods, services, or assets being transferred under the agreement. It typically specifies the exact sum, the currency, and may outline the timing and method of payment, such as lump sum, installments, or escrow arrangements. This clause ensures both parties have a clear understanding of the financial terms, reducing the risk of disputes over payment obligations and providing a concrete basis for the transaction.
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Purchase Price. (a) Upon the terms and subject to the conditions set forth in this Agreement, in consideration for the Purchased Interests and the Acquired Assets, Buyer shall (or shall cause one or more of its Affiliates as Buyer may designate pursuant to Section 2.2(d) to) (x) assume the Assumed Liabilities as provided in Section 2.2(b) and (y) pay to Sellers cash by wire transfer to one or more bank accounts designated in writing by Parent at least five (5) Business Days prior to the Closing Date in an amount equal to (the “Purchase Price”):
(i) the Base Purchase Price;
(ii) plus the Closing Date Working Capital Adjustment Amount (if the Closing Date Working Capital Adjustment Amount is a positive number);
(iii) minus the absolute value of the Closing Date Working Capital Adjustment Amount (if the Closing Date Working Capital Adjustment Amount is a negative number);
(iv) minus an amount equal to the amount necessary to discharge in full the Indebtedness of the Acquired Company as of immediately prior to the Closing (the “Closing Date Debt”);
(v) minus an amount equal to the Transaction Expenses of the Acquired Company, to the extent not paid prior to the Closing (the “Closing Date Transaction Expenses”); and
(vi) plus an amount equal to the Cash and Cash Equivalents of the Acquired Company as of the close of business on the Business Day immediately preceding the Closing Date (the “Closing Date Cash”); provided, however, that the Australia Allocation portion of the Purchase Price shall be paid to Chart Australia, the US Allocation portion of the Purchase Price shall be paid to Chart US, the China Allocation portion of the Purchase Price shall be paid to the Equity Seller, the France Allocation portion of the Purchase Price shall be paid to Chart France, and the Germany Allocation portion of the Purchase Price shall be paid to Chart Germany, in each case as adjusted pursuant to the foregoing Sections 2.4(a)(ii) through (vi) as each such item relates to the Purchased Interests or Acquired Assets to be sold by such Seller, respectively (except for any such adjustment pursuant to the foregoing Sections 2.4(a)(ii) and (iii), which shall adjust all of such allocations pro rata in proportion to what each bears to the Purchase Price).
(b) Not less than four (4) Business Days prior to the Closing Date, Parent shall deliver to Buyer a certificate setting forth (i) the best and good faith estimate by Parent of (A) the Closing Date Working Capital (the “Estimated Closing Date Worki...
Purchase Price. The Purchase Price for each Class of the Offered Certificates shall be the Class Purchase Price Percentage therefor (as set forth in Section 2(a) above) of the initial Class Certificates Principal Balance thereof plus accrued interest at the rate of [ ]% per annum from and including the Cut-off Date up to, but not including, _________ __, ____ (the "Closing Date").
Purchase Price. The purchase price (the "Purchase Price") for the Mortgage Loans shall consist of cash in the amount of [ ]% of the aggregate Loan Balance thereof as of the Cut-Off Date, plus accrued interest on the aggregate Loan Balance of the Mortgage Loans from and including the Cut-Off Date to but excluding the Closing Date. Such cash shall be payable by CRMSI to the Seller on the Closing Date in same-day funds. Upon payment of the Purchase Price, the Seller shall sell, transfer, assign, set over and otherwise convey to CRMSI without recourse all of the Seller's right, title and interest in and to the Mortgage Loans, including all interest and principal received or receivable by such Seller on or with respect to the Mortgage Loans, including all amounts received or receivable by CRMSI on or with respect to the Mortgage Loans on or after the Cut-Off Date (but not payments of principal and interest received on the Mortgage Loans on or before the Cut-Off Date and not any Prepayment Charges received or receivable with respect to any Mortgage Loan), together with all of the Seller's right, title and interest in and to the proceeds of any related title, hazard or other insurance policies. The Seller agrees to deliver (or cause to be delivered) to CRMSI or its designee all documents, instruments and agreements required to be delivered by CRMSI to the Trustee under the Pooling Agreement and such other documents, instruments and agreements as CRMSI shall reasonably request. CRMSI hereby directs the Seller to execute and deliver to the Trustee assignments of the Mortgages to the Trustee (and endorsements of any Notes relating thereto) in recordable form. Such assignments and endorsements shall not affect the rights of the parties hereto or to the Pooling Agreement.
Purchase Price. The purchase price (“Purchase Price”) for the Shares purchased by the Company or its assignee(s) under this Section 5 shall be the Offered Price. If the Offered Price includes consideration other than cash, the cash equivalent value of the non-cash consideration shall be determined by the Board of Directors of the Company in good faith.
Purchase Price. The Purchase Price for each Mortgage Loan shall be the percentage of par as stated in the related Purchase Price and Terms Agreement (subject to adjustment as provided therein), multiplied by the aggregate principal balance, as of the related Cut-off Date, of the Mortgage Loans listed on the related Mortgage Loan Schedule, after application of scheduled payments of principal due on or before the related Cut-off Date, but only to the extent such payments were actually received. The initial principal amount of the related Mortgage Loans shall be the aggregate principal balance of the Mortgage Loans, so computed as of the related Cut-off Date. If so provided in the related Purchase Price and Terms Agreement, portions of the Mortgage Loans shall be priced separately. In addition to the Purchase Price as described above, the Purchaser shall pay to the Seller, at closing, accrued interest on the current principal amount of the related Mortgage Loans as of the related Cut-off Date at the weighted average Mortgage Interest Rate of those Mortgage Loans. The Purchase Price plus accrued interest as set forth in the preceding paragraph shall be paid to the Seller by wire transfer of immediately available funds to an account designated by the Seller in writing.
Purchase Price. The Purchase Price for the Mortgage Loans in a Mortgage Loan Package shall be equal to the sum of (a) the percentage of par as stated in the related Purchase Price and Terms Letter (subject to adjustment as provided therein), multiplied by the aggregate Scheduled Principal Balance of Mortgage Loans as of the related Cut-off Date listed on the related Mortgage Loan Schedule plus (b) accrued interest on the aggregate Scheduled Principal Balance of the related Mortgage Loans as of the related Cut-off Date at the weighted average Mortgage Loan Remittance Rate of such Mortgage Loans from and including the related Cut-off Date to but not including such Closing Date (the "Purchase Price"). If so provided in the related Purchase Price and Terms Letter, portions of each Mortgage Loan Package shall be priced separately. The Purchase Price as set forth in the preceding paragraph for the Mortgage Loans in a Mortgage Loan Package shall be paid on the related Closing Date by wire transfer of immediately available funds. With respect to each Mortgage Loan, the Purchaser shall be entitled to (1) the principal portion of all Monthly Payments due after the related Cut-off Date, (2) all other recoveries of principal collected on or after the related Cut-off Date (provided, however, that the principal portion of all Monthly Payments due on or before the related Cut-off Date and collected by the Seller or any successor servicer after the related Cut-off Date shall belong to the Seller), and (3) all payments of interest on the Mortgage Loans at the related Mortgage Loan Remittance Rate (minus that portion of any such payment which is allocable to the period prior to the related Cut-off Date). The Scheduled Principal Balance of each Mortgage Loan as of the related Cut-off Date is determined after application of payments of principal due on or before the related Cut-off Date whether or not collected, together with any unscheduled Principal Prepayments collected prior to the related Cut-off Date; provided, however, that Monthly Payments for a Due Date beyond the related Cut-off Date shall not be applied to the principal balance as of the related Cut-off Date. Such Monthly Payments shall be the property of the Purchaser. The Seller shall deposit any such Monthly Payments into the Custodial Account.
Purchase Price. (a) As consideration for the Shares and the covenants and agreements of Seller set forth herein, Buyer shall deliver to Seller at the Closing in immediately available funds to be delivered by wire transfer (to a bank account designated at least three business days prior to the Closing Date in writing by Seller) an amount (the "Purchase Price") equal to Five Hundred Seventy Three Million Dollars ($573,000,000) less the sum of: (i) the greater of (A) all Debt and other amounts outstanding under the Existing Orion Credit Facility on December 31, 1996, net of cash on hand of the Entertainment Companies on December 31, 1996, or (B) all Debt and other amounts outstanding under the Existing Orion Credit Facility on the Closing Date, net of cash on hand of the Entertainment Companies on the Closing Date; plus (ii) unpaid interest on Debt under the Existing Orion Credit Facility accrued to, but not including, the Closing Date; plus (iii) the greater of (A) Thirteen Million Dollars ($13,000,000) or (B) all Debt of the Entertainment Companies (other than Debt outstanding under the Existing Orion Credit Facility on the Closing Date) outstanding on the Closing Date; plus (iv) unpaid interest on such Debt (other than the Existing Orion Credit Facility) accrued to, but not including, the Closing Date.
(b) Not later than three Business Days prior to the Closing Date, Seller shall prepare and deliver to Buyer a statement (the "Preliminary Statement") containing (i) a schedule of total Debt anticipated to be outstanding on the Closing Date and an estimate of unpaid interest to be accrued thereon as of the Closing Date and other amounts that then will be payable with respect thereto, and (ii) an estimate of cash that would be reflected on a consolidated balance sheet of Orion and its Subsidiaries prepared as of the Closing Date (adjusted, if necessary, to give pro forma effect to distribution to Seller of all capital stock of Landmark on the Closing Date). Based upon the Preliminary Statement, a preliminary determination of the Purchase Price shall be made (the "Preliminary Purchase Price"), which Preliminary Purchase Price shall be subject to adjustment as provided in Sections 2.03(d) and (e).
(c) Within thirty (30) days after the Closing Date, Buyer shall prepare and deliver to Seller a statement (the "Final Statement") containing (i) a schedule of total Debt outstanding on the Closing Date and accrued and unpaid interest thereon, and other amounts payable with respect the...
Purchase Price. The aggregate purchase price for the Common Shares and the Warrants to be purchased by each Buyer (the “Purchase Price”) shall be the amount set forth opposite such Buyer’s name in column (5) on the Schedule of Buyers.
Purchase Price. On the terms and subject to the conditions set forth in this Agreement, B▇▇▇▇ agrees to pay or cause to be paid to Sellers an aggregate of $3,600,000 (the “Purchase Price”) for the Business, which consists of the HJH Purchase Price of $600,000 and the Financed Business Purchase Price of $3,000,000, of which (a) $10,000 shall be paid in cash to the escrow accounts of the Sellers as honest money set forth on Exhibit D (the “Escrowed Payment”), (b) a balance of $1,790,000 shall be paid in cash, by wire transfer of immediately available funds to the bank account of the Sellers set forth on Exhibit E (which consists of $295,000 in cash payable for HJH and $1,495,000 in cash payable for the Financed Business), (c) $600,000 shall be paid with the issuance and delivery by the Buyer to the Sellers of Carry Loan Notes (a Carry Loan Note having the principal amount of $100,000 for the purchase of HJH and a Carry Loan Note having a principal amount of $500,000 for the purchase of the Financed Business) and (d) $1,200,000 shall be paid with the issuance of Convertible Notes (a Convertible Note having a principal amount of $200,000 for the purchase of HJH and a Convertible Note of $1,000,000 for the purchase of the Financed Business). The Parties also hereto agree that (i) $2,600,000 of the Purchase Price shall be allocated towards the purchase of Jjanga, (ii) $600,000 of the Purchase Price shall be allocated towards the purchase of HJH and (iii) $400,000 of the Purchase Price shall be allocated towards the purchase of Aku. In the event and to the extent the Purchase Price is mutually adjusted after the date hereof by the parties hereto as a result of an event or condition which has resulted in or that is reasonably likely to result in a Material Adverse Effect on the Business or the Acquired Assets, the parties hereto agree that such adjustment shall be made to the principal amount of the Carry Loan Note, the Convertible Note, or both, and shall not be an adjustment to the cash amount payable by the Buyer to the Sellers pursuant to Section 2.2(b) herein.
Purchase Price. (a) The initial purchase price for the Shares will be calculated as set forth in Section 1.6(b) below (the “Initial Purchase Price”). At the Closing, Purchaser shall transfer an amount of cash (in United States dollars of immediately available funds), or common stock, par value $0.001 per share, of Purchaser (“Purchaser Common Stock”), equal to the Initial Purchase Price minus (i) the Escrow Amounts, (ii) the Seller Funded Expenses and (iii) the Loan Amount (the “Upfront Payment”) to the third party account of the Notary in accordance with the instructions in the Notary Instruction Letter. Prior to the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of Purchaser. After the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of the Sellers. As soon as possible after the Closing, but in any event within one (1) Business Day of the Closing Date, the Notary shall pay to Sellers the Upfront Payment, pursuant to the allocation set forth on Schedule A attached hereto (the “Proceeds Allocation”) and to the bank accounts or brokerage accounts so indicated by the Sellers. If there are any changes to the Proceeds Allocation after the Effective Date, the Sellers’ Representative shall notify Purchaser within five (5) Business Days of any such changes, and shall deliver to Purchaser an updated Proceeds Allocation executed by each of the Sellers (a “Revised Proceeds Allocation”). Unless and until Purchaser receives a Revised Proceeds Allocation, Sellers shall be bound by the Proceeds Allocation set forth on Schedule A attached hereto.
(b) If Purchaser elects to issue shares of Purchaser Common Stock in respect of some or all of the Upfront Payment, then:
(i) prior to such issuance and upon request by Purchaser, (A) Sellers shall deliver to Purchaser such representations and warranties as Purchaser shall reasonably request for purposes of exempting the issuance of such shares from the registration requirements of the Securities Act and (B) the number of shares of Purchaser Common Stock to be issued shall be equal to (x) the Upfront Payment less the amount of any cash transferred to the Notary in respect of the Initial Purchase Price, divided by (y) the closing price of the Purchaser Common Stock on the Qualified Stock Exchange on the Closing Date;
(ii) to the extent that the Upfront Payment consists of cash and Purchaser Common Stock, each Seller shall receive the same proportion of cash and Purchaser Commo...