Purchase Price and Adjustment Sample Clauses
Purchase Price and Adjustment. (a) In consideration for the sale of the Mediaco Assets and assumption of the Mediaco Liabilities, on the Closing Date, immediately prior to or simultaneous with Closing (as defined in Section 4.1 below), Mediaco shall (i) pay the Emmis Purchase Price, subject to adjustment as provided in this Section 3.1, by wire transfer of immediately available funds pursuant to wire transfer instructions to be provided by Emmis to Mediaco and (ii) issue to Emmis a number of shares of the Class A Common Stock as shall represent as of the completion of Closing a 23.72% equity interest in Mediaco (the “Emmis Stock Consideration”).
(b) To the extent not included in the Mediaco Current Assets or Mediaco Current Liabilities, all income and expenses from the ownership or holding of the Mediaco Assets (including Taxes only to the extent referenced in Section 3.1(c)) shall be prorated between Emmis and Mediaco as of Closing, with all expenses incurred and income earned prior to Closing for the account of Emmis (including income earned from advertising which has been broadcast on the Purchased Stations prior to Closing, but not yet billed), and all income earned and expenses incurred after Closing, for the account of Mediaco. The prorations of income and expense provided for in this Section 3.1 shall be estimated at the Closing based on the best information then available (the “Estimated Closing Adjustment”) and shall be subject to adjustment post-Closing as provided in this Section 3.1. Based on the Estimated Closing Adjustment, the Emmis Purchase Price paid at Closing (i) shall be increased by the amount, if any, by which the prorated income allocated to Emmis exceeds the prorated expenses allocated to Emmis or (ii) shall be decreased by the amount, if any, by which the prorated expenses allocated to Emmis exceed the prorated income allocated to Emmis. The Emmis Purchase Price shall also be increased by the aggregate value of the Lease Deposits.
(c) To the extent not included in the Mediaco Current Assets or Mediaco Current Liabilities, the adjustments provided for in this Section 3.1 shall include prorations to account for all property taxes and similar ad valorem taxes, business and license fees, including FCC regulatory fees, utility expenses, liabilities and obligations under the Assumed Contracts and Real Estate Leases, rents and similar prepaid and deferred items and all other expenses and obligations, such as deferred revenue and prepayments attributable to the ownershi...
Purchase Price and Adjustment. In consideration for the sale of the Assets, at Closing Buyers shall pay Sellers the sum of Fifteen Million Dollars ($15,000,000) (the “Purchase Price”), subject to adjustment as provided in this Section 2.1, by wire transfer of immediately available funds pursuant to wire transfer instructions to be provided by Sellers to Buyers.
(a) Except as provided in the LMA, all income and expenses from the ownership or holding of the Assets shall be prorated between Sellers and Buyers as of Closing, with all expenses incurred or income earned prior to Closing for the account of Sellers (including income earned from advertising which has been broadcast on the Stations prior to Closing, but not yet billed), and all income earned and expenses incurred after Closing, for the account of Buyers.
(b) Except as provided in the LMA, the prorations shall account for all ad valorem and other property taxes, business and license fees, including FCC regulatory fees, utility expenses, liabilities and obligations under the Assumed Contracts and Real Estate Leases, rents and similar prepaid and deferred items and all other expenses and obligations, such as deferred revenue and prepayments attributable to the ownership or holding of the Assets and operation of the Stations that straddle the period before and after Closing. If such amounts were prepaid by Sellers prior to Closing, and Buyers will receive a benefit after Closing, then Sellers shall receive a credit for such amounts (which would include security deposits made by Sellers but assumed by Buyers). If Sellers received a benefit prior to Closing, and such amounts will be paid by Buyers after Closing, Buyers will receive a credit for such amounts. To the extent not known, real estate and personal property Taxes shall be apportioned on the basis of taxes assessed for the preceding year. Notwithstanding the foregoing, there shall be no proration on account of trade or barter arrangements except to the extent that the aggregate net liability for the contracted balance of the air time remaining as of Closing under all such arrangements exceeds the balance of the consideration to be received at or after Closing under all such arrangements by more than Twenty Five Thousand Dollars ($25,000) per Station.
(c) Within forty-five (45) days after the Closing Date, Buyers shall prepare and deliver to Sellers a proposed pro rata adjustment of income and expenses in the manner described in Section 2.1(a) and Section 2.1(b) for the Stations...
Purchase Price and Adjustment. 1Subject to clause 3.6, the purchase price for the Assets to be paid by the Buyer to the Sellers at Completion pursuant to this agreement shall be the sum of:
Purchase Price and Adjustment. 7 Section 2.03
Purchase Price and Adjustment. 5.1 The total purchase price for all the Vessels is USD 153,000,000 (the "Purchase Price").
5.2 Subject to Clause 5.3, the allocated purchase price for each of the Vessels is USD 17,000,000 (each, an "Allocated Purchase Price").
5.3 The Allocated Purchase Price for each Vessel in the Six Fleet shall be reduced by the amount of USD 500,000 to USD 16,500,000 per Vessel (such that the total purchase price for the Six Fleet shall be USD 99,000,000) if, for any reason, the conditions set out in Clause 10 of this Agreement in relation to the Three Fleet Vessels have not been satisfied on or prior to 31st March 2017.
Purchase Price and Adjustment. Purchase Price 4 2.3 Payment of Purchase Price at Closings and Related Payments 4
Purchase Price and Adjustment. 4 2.2.1 Purchase Price and Noncompetition Payment. . . . . . . . . . . . . . . . . . . . . . . . . 4 2.2.2 Post-Closing Adjustment to Purchase Price. . . . . . . . . . . . . . . . . . . . . . . . . . 4 2.3 Payment to Silver State on Closing Date . . . . . . . . . . . . . 4 2.4 Instruments of Conveyance and Transfer. . . . . . . . . . . . . . 4 2.5
Purchase Price and Adjustment. Subject to reduction pursuant to Section 1.3(b) or increase pursuant to the last paragraph of this Section 1.2, the Buyer shall pay to the Seller on the Closing Date, as purchase price for the Shares, $401.72 per Share, for an aggregate amount of $1,004,702, (the "Purchase Price"). Such payment will be in the form of the release of certain debt owed to Buyer by Seller under that certain Second Amended and Restated Loan Agreement (the "Loan Agreement") dated as of November 1, 2000 by and among Seller, Day Runner UK plc, a company incorporated with limited liability under the laws of England and Wales and a wholly-owned indirect subsidiary of Day Runner, Filofax Limited, a company incorporated with limited liability under the laws of England and Wales and a wholly-owned indirect subsidiary of Day Runner UK plc, each lender whose name is set forth on the signature pages of Loan Agreement and each lender which may have become a party to Loan Agreement pursuant to Section 12.8 thereof, and W▇▇▇▇ Fargo Bank, National Association, as Administrative Agent pursuant to a Satisfaction Agreement in the form attached hereto as Exhibit A. In the event that the Company is sold by the Buyer to a third party within a period of four months from the Closing Date for an amount greater than the Purchase Price, the Purchase Price shall be increased by an amount (the "Purchase Price Adjustment") equal to the sale price to such third party minus the Purchase Price. Any Purchase Price Adjustment shall be payable in the same manner as the Purchase Price.
Purchase Price and Adjustment. 16 Section 2.03 Transactions to be Effected at the Closing ............................................... 19 Section 2.04 Closing ...................................................................................................... 21 ARTICLE III
Purchase Price and Adjustment. As a consideration for the Buyer's purchase of the Assets, and upon and subject to all of the terms and conditions contained herein and upon the performance by each of the parties hereto of their obligations hereunder, the Buyer agrees to pay the following ("Purchase Price"):
3.1.1. Subject to the hereinafter described conditions Buyer shall pay the following payments and shall deliver to Seller shares of CEC Common Stock, $.01 par value in the following amounts at the following times: On the Seven Month Anniversary Date Consideration At Closing of the Closing ------------- ---------- ------------------ Cash $125,000 $75,000 Shares of CEC Common Stock 640,000 _
3.1.1.1. Of the shares provided hereinabove to be delivered to Seller at the Closing Buyer will deliver 194,560 of such shares to ▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, divided as Seller shall advise Buyer provided they each agree to execute a copy of Schedule 10 in connection with and as a condition to such delivery.
3.1.1.2. Of the shares provided hereinabove to be delivered to Seller at the Closing, Buyer will deliver 336,000 of said shares to a mutually agreed upon Pledgeholder, to be held in pledge pursuant to the terms of the Pledge Agreement attached hereto as Schedule 3.
1.1.2. The Pledge provides that subject to the following conditions 176,000 of the shares are released to Seller following the fiscal year ending October 31, 1999 and 160,000 shares are released following the fiscal year ending October 31, 2000, with any remaining undelivered shares subject to delivery following the fiscal year ending October 31, 2001. However, in the event the "Net Earnings" before taxes, to Buyer as a result of the acquisition of the Assets for each of the two full fiscal years of Buyer subsequent to the Closing Date commencing with the fiscal year ending October 31, 1999, shall not equal at least One Million Six Hundred Thousand Dollars ($1,600,000) per year (the "Target Earnings") then and in that event the number of shares to be delivered to Seller for the applicable year shall be reduced by a percentage determined as follows: Target Earnings: $1,600,000 Stock to be disbursed for fiscal 1999: 176,000 shares Assume as an example that Net Earnings are $1,000,000 then the following calculations shall take place: Target Earnings: $1,600,000 Actual Net Earnings: (1,000,000) ----------- 1,000,000 / 1,600,000 = .625 ---------- 176,000 x .625 ----------- 110,000 shares