Base Purchase Price Sample Clauses
The Base Purchase Price clause defines the initial amount that the buyer agrees to pay for the asset, business, or property being acquired under the agreement. This clause typically specifies the total sum, the currency, and may outline the timing or method of payment, such as lump sum or installments. By clearly stating the agreed-upon price, it establishes a concrete financial foundation for the transaction and helps prevent disputes over payment expectations.
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Base Purchase Price. Buyer agrees to pay for the Assets the total sum of Thirty Million and No/100 Dollars ($30,000,000.00) (“Base Purchase Price”) to be paid by direct bank deposit or wire transfer in same day funds at the Closing, subject only to the price adjustments set forth in this Agreement.
Base Purchase Price. The base purchase price for the Subject Assets shall be Thirty-five Million Three Hundred Thousand Dollars ($35,300,000.00) (the “Base Purchase Price”). The Base Purchase Price shall be adjusted as provided herein and as adjusted is referred to herein as the “Purchase Price.”
Base Purchase Price. Buyers shall provide the following to Sellers as the “Base Purchase Price,” subject to the adjustments provided in Section 3.2 et seq herein (the “Adjusted Base Purchase Price.”)
Base Purchase Price. Buyer will pay to Seller total cash ------------------- consideration of $2,600,000 (the "Base Purchase Price"), subject to adjustment as provided in SECTIONS 3.2 and 3.
Base Purchase Price. 10 3.2 Adjustments to Base Purchase Price..................................... 10 3.3
Base Purchase Price. (a) No more than five (5) nor fewer than three (3) Business Days before the Closing, the Company shall furnish to Purchaser the Company’s good faith estimate of the balance sheet of the Company as of the Adjusted Time, prepared in accordance with GAAP (as in effect as of the Adjusted Time), consistently applied by the Company (such estimate of the balance sheet the “Estimated Closing Balance Sheet”) (except for such deviations from GAAP as are specifically described in Schedule 2.3(a)(i) hereto), together with a statement reflecting the Company’s good faith estimate of the Estimated Base Purchase Price and the Estimated Net Working Capital, which shall be prepared applying the methodologies and assumptions set forth on Schedule 2.3(a)(ii) applied in the calculation of the Net Working Capital as of December 31, 2008, a copy of which is attached hereto as Schedule 2.3(a)(ii).
(b) On the Closing Date, Purchaser shall pay the Estimated Base Purchase Price, to be paid as follows:
(i) The Escrow Amount to the Escrow Agent to be available as a non-exclusive source (subject to the limitations set forth in Article VIII hereof) of funds to satisfy claims by the Purchaser (or any Purchaser Indemnitee) for indemnification by the Stockholders pursuant to this Agreement;
(ii) The Indebtedness for Borrowed Money and any unpaid Transaction Expenses in accordance with the Payoff Instructions contemplated by Section 2.3(k) hereof; and
(iii) The Indemnification Expense Cash to the Seller Representatives’ Custody Account.
(iv) To each Stockholder, a promissory note, (each a “Note” and collectively the “Notes”) in the form attached hereto as Exhibit D, with an aggregate amount equal to Fifteen million forty-nine thousand one hundred twenty three dollars and seventy four cents ($15,049,123.74), made payable to each Stockholder pro rata (determined in accordance with the respective percentages set forth on Schedule 2.3(b) (the “Pro Rata Portions”).
(c) Following the Closing Date, Purchaser shall prepare the Closing Balance Sheet and a statement (the “Closing Date Statement”) reflecting the Purchaser’s determination of Net Working Capital as of the Adjusted Time, as determined in accordance with GAAP (as in effect as of the Adjusted Time), consistently applied by the Company, which determination shall be prepared applying the methodologies and assumptions set forth on Schedule 2.3(a)(ii) applied in the calculation of the Net Working Capital as of December 31, 2008, a copy of whic...
Base Purchase Price. The amount set forth in Section 3.01.
Base Purchase Price. Subject to Section 2.9(c), the Base Purchase Price shall be Four Million Seven Hundred Fifty Thousand dollars ($4,750,000), subject to adjustments as set forth herein (the "Base Purchase Price").
Base Purchase Price. Article III
Base Purchase Price. On the Closing Date, the Purchase shall pay to the Stockholders in cash, by wire transfer of immediately available funds to separate bank accounts designated by each Stockholder, the sum of Thirty Million ($30,000,000) Dollars (the “Base Purchase Price”). The Base Purchase Price shall be payable to the Stockholders, as follows:
(i) Fifteen Million ($15,000,000) Dollars shall be paid to ▇▇▇▇▇▇▇▇, and
(ii) Fifteen Million ($15,000,000) Dollars shall be paid to ▇▇▇▇▇▇▇.