Purchase Price and Assumption of Liabilities Sample Clauses

The "Purchase Price and Assumption of Liabilities" clause defines the total amount the buyer agrees to pay for the assets or business being acquired, as well as which specific debts or obligations the buyer will take on as part of the transaction. Typically, this clause outlines the payment structure—such as lump sum, installments, or contingent payments—and lists the liabilities included or excluded from the deal, like outstanding loans, contracts, or employee obligations. Its core function is to clearly allocate financial responsibility between the parties, ensuring both sides understand the exact terms of payment and which liabilities are being transferred, thereby reducing the risk of future disputes.
Purchase Price and Assumption of Liabilities. (a) The cash purchase price for the Sold Interests (the “Cash Purchase Price”) shall be € 1.00 (in words: Euro one) (the “Fixed Purchase Price”). (b) In addition, Purchaser will assume the aggregate principal balance of the five loans that the Company will have outstanding with ▇▇▇▇▇- und Stadtsparkasse ▇▇▇▇. ▇▇▇▇▇▇ (the “Existing Lender”) as of the Closing Date as defined in Section 1.2 (the “Existing Debt”) which are listed under (1) through (5) below with their individual principal balances as of May 31, 2015: (1) Account number: [***] - €1,159,764.06 (in words: Euro one million one hundred fifty-nine thousand seven hundred sixty-four and six cents; (2) Account number: [***] - €246,544.87 (in words: Euro two hundred forty-six thousand five hundred forty-four and eighty-seven cents; (3) Account number: [***] - €257,585.04 (in words: Euro two hundred fifty-seven thousand five hundred eighty-five and four cents; [***]Confidential Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to this omitted information. (4) Account number: [***] - €281,717.77 (in words: Euro two hundred eighty-one thousand seven hundred seventeen and seventy-seven cents; and (5) Account number: [***] - €72,415.96 (in words: Euro seventy-two thousand four hundred fifteen and ninety-six cents. As of May 31, 2015, the balance of the Existing Debt equals, and on the Closing Date shall not exceed, €2,018,027.70 (in words: Euro two million eighteen thousand twenty-seven and seventy cents). (c) Furthermore, Purchaser will assume a portion of Seller 2´s existing shareholder´s loan dated 1 June, 2014, due to the Company and maturing on 1 June 2014 in an amount to be calculated as follows: The balance of the assumed total fair market value of the acquired business (the “Fair Value”) of EUR 4,500,000.00, minus the Existing Debt as defined under Section 2.1 (b)above, and subject to adjustment by the Adjustment Amount as set forth in Sections 2.2 and 3.5 below will equal the remaining shareholder´s loan made by Seller 2 to the Company which shall be assumed by Purchaser (in the following the “Remaining Shareholder´s Loan”). Based on the preliminary balance of the Existing Debt as of May 31, 2015 of EUR 2,018,027.70 subject to continuing debt service, the Remaining Shareholder´s Loan will amount to EUR 2,231,972.30. Any amounts of Seller 2’s shareholder´s loans made to the Company in excess of the Rem...
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Purchase Price and Assumption of Liabilities. (a) The total consideration to be paid for the Initial Contributed Interests will consist of such number of the duly authorized, fully paid and nonassessable Acquiror Parent Shares as shall be determined by dividing the Initial Contributed Interests Value (as defined in Section 3.1) by the Per Share Value (the “Purchase Price”); provided, however, that the Transaction Shares shall consist of shares of Acquiror Common Stock and Acquiror Preferred Stock as follows (i) a number of shares of Acquiror Common Stock that constitutes 19.9% of the issued and outstanding Acquiror Common Stock immediately prior to the Initial Closing shall be issued to the Contributor, and (ii) a number of shares of Acquiror Preferred Stock that constitutes the balance of the Transaction Shares after the issuance of the Acquiror Common Stock as described in Section 2.1(a)(i) shall be issued to the Contributor. (b) At the Initial Closing, the Acquiror shall assume the Assumed Liabilities associated with the Initial Contributed Interests.
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Purchase Price and Assumption of Liabilities. 3.1 In consideration of and in exchange for the Assets, Purchaser shall: (a) pay to Sellers an amount equal to $5,225,129.00 ("Purchase Price"); and (b) assume, perform and in due course pay and discharge the obligations and liabilities of Sellers which are being assumed by Purchaser pursuant to Section 3.3 hereof. 3.2 The Purchase Price shall be paid by Purchaser to Sellers at the Closing on the Closing Date by a certified or cashier's check payable to the order of Sellers, or at the option of Sellers, by transfer of immediately available funds for credit to Sellers, at a bank account designated by Sellers in writing prior to the Closing. 3.3 As additional consideration for the purchase of the Assets, Purchaser shall, at the Closing on the Closing Date, assume, agree to perform, and in due course pay and discharge, the following debts, obligations and liabilities of Sellers (collectively the "Assumed Liabilities"): (a) The obligations and liabilities of Sellers with respect to the Business arising after the Closing Date under (i) the leases, contracts, agreements and commitments set forth in the Disclosure Schedule which Purchaser specifically agrees to assume; and (ii) any leases, contracts, agreements and commitments which are not required to be listed in the Disclosure Schedule pursuant to Section 7.15(a) of this Agreement; and (b) The obligations and liabilities of Sellers with respect to the Business for product warranty work with respect to buildings and improvements constructed by the Business or services performed on or prior to the Closing Date by the Business to the extent specifically provided in Section 3.5 of this Agreement. 3.4 Purchaser shall not assume or pay, and Sellers shall continue to be responsible for, any debt, obligation or liability, of any kind or nature (fixed or contingent, known or unknown) of Sellers, not expressly assumed by Purchaser in Section 3.3 of this Agreement (collectively the "Excluded Liabilities"). Specifically, without limiting the foregoing, Purchaser shall not assume: (a) any claim, action, suit or proceeding pending as of the Closing Date or any subsequent claim, action, suit or proceeding arising out of or relating to such pending matters or arising out of or relating to any such other event occurring or, with respect to the manner in which Sellers conducted the Business, on or prior to the Closing Date; (b) any liability arising out of or relating to the Retained Assets; (c) any liability of the Sellers for...
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Purchase Price and Assumption of Liabilities. (a) No later than five (5) Business Days prior to the scheduled Closing Date, Seller shall deliver to Purchaser Seller’s good faith calculation of the Purchase Price based upon (i) the Base Purchase Price and (ii) Seller’s good faith estimate of (A) the Working Capital Adjustment (which may be a positive or negative number), (B) the amount of Closing Indebtedness, (C) the amount of Closing Date Cash and (D) the amount of Closing Date Transaction Expenses (such calculation of the Purchase Price, the “Estimated Purchase Price”). Such Estimated Purchase Price and all computations and components thereof shall be (x) prepared in accordance with IFRS and the Business Accounting Principles, and accompanied by reasonable detail and supporting documentation, and (y) subject to the reasonable review and comment of Purchaser, and Parent and Seller agree to consider such comments in good faith and in accordance with the requirements of, and the definitions set forth in, this Agreement. (b) Subject to the adjustment set forth in Section 2.5, in full consideration for the Purchased Units and Purchased Assets, at the Closing, Purchaser shall (i) pay or cause to be paid to the Seller an amount in cash equal to the Estimated Purchase Price (as may be adjusted in accordance with Section 2.3(a)) and (ii) assume or cause to be assumed the Assumed Liabilities.
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Purchase Price and Assumption of Liabilities. In full consideration of the sale, conveyance, assignment and transfer of the Assets to Buyer, (a) Buyer will pay (in the manner to be specified by Seller prior to the Closing) to Seller at the Closing a purchase price (the "Purchase Price") in immediately available federal funds in an amount equal to $78,000,000, such amount to be payable by wire transfer to a bank account designated by Seller in writing prior to the Closing; and (b) Buyer will assume the Assumed Liabilities as of the Closing Date. The Purchase Price will be subject to adjustment, as described in Section 2.2.
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Purchase Price and Assumption of Liabilities. (a) On the terms set forth in this Agreement, on the Closing Date, the Buyers agree (i) jointly and severally to pay an amount equal to the Purchase Price less the Escrow Holdback Amount to the Seller by wire transfer of immediately available funds and (ii) to assume the Assumed Liabilities.
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Purchase Price and Assumption of Liabilities 
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Related to Purchase Price and Assumption of Liabilities

  • Non-Assumption of Liabilities Purchaser shall not, by the execution and performance of this Agreement or otherwise, assume, become responsible for, or incur any liability or obligation of any nature of the Sellers, except for the Assumed Liabilities being assumed under Section 1.6 hereof. By way of illustration, Purchaser shall not assume, become responsible for, or incur any liability for whether legal or equitable, matured or contingent, known or unknown, foreseen or unforeseen, ordinary or extraordinary, patent or latent, arising out of occurrences prior to the Closing Date arising out of or relating to: (a) violation of the requirements of any governmental authority or of the rights of any third person, relating to the reporting and payment of federal, state, or other income Tax Liabilities of Sellers; (b) any severance pay, or accrued vacation pay obligation or any other potential claims that could be brought or alleged by any of the Sellers employees for periods prior to the Closing Date, or any obligations under any employee benefit plan (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended) or any other fringe benefit program maintained or sponsored by Sellers or to which any of the Sellers contributes or any contributions, benefits or liabilities therefore or any liability for the withdrawal or partial withdrawal from or termination of any such plan or program by the Sellers; (c) the interest bearing debts of the Sellers, (d) any violation by the Sellers of any federal, state or local antitrust, racketeering or trade practice law, (e) liabilities or obligations of the Sellers for brokerage or other commissions relative to this Agreement or the transactions contemplated hereunder, (f) any and all liability and obligation for commissions and bonuses listed on Schedule 3.13; and (g) any rights, liabilities or responsibilities for any lease agreement that is not listed in Schedule 1.4(e).

  • Transfer of Assets and Assumption of Liabilities (a) On or prior to the Effective Time, but in any case prior to the Distribution, in accordance with the Plan of Reorganization:

  • Indemnification and Assumption of Risk – Vendor Data VENDOR AGREES THAT IT IS VOLUNTARILY PROVIDING DATA (INCLUDING BUT NOT LIMITED TO: VENDOR INFORMATION, VENDOR DOCUMENTATION, VENDOR’S PROPOSALS, VENDOR PRICING SUBMITTED OR PROVIDED TO TIPS, TIPS CONTRACT DOCUMENTS, TIPS CORRESPONDENCE, VENDOR LOGOS AND IMAGES, VENDOR’S CONTACT INFORMATION, VENDOR’S BROCHURES AND COMMERCIAL INFORMATION, VENDOR’S FINANCIAL INFORMATION, VENDOR’S CERTIFICATIONS, AND ANY OTHER VENDOR INFORMATION OR DOCUMENTATION, INCLUDING WITHOUT LIMITATION SOFTWARE AND SOURCE CODE UTILIZED BY VENDOR, SUBMITTED TO TIPS BY VENDOR AND ITS AGENTS) (“VENDOR DATA”) TO TIPS. FOR THE SAKE OF CLARITY, AND WITHOUT LIMITING THE BREADTH OF THE INDEMNITY OBLIGATIONS IN SECTION 14 ABOVE, VENDOR AGREES TO PROTECT, INDEMNIFY, AND HOLD THE TIPS INDEMNITEES HARMLESS FROM AND AGAINST ANY AND ALL LOSSES, CLAIMS, ACTIONS, DEMANDS, ALLEGATIONS, SUITS, JUDGMENTS, COSTS, EXPENSES, FEES, INCLUDING COURT COSTS, ATTORNEY’S FEES, AND EXPERT FEES AND ALL OTHER LIABILITY OF ANY NATURE WHATSOEVER ARISING OUT OF OR RELATING TO: (I) ANY UNAUTHORIZED, NEGLIGENT OR WRONGFUL USE OF, OR CYBER DATA BREACH INCIDENT AND VIRUSES OR OTHER CORRUPTING AGENTS INVOLVING, VENDOR’S DATA, PRICING, AND INFORMATION, COMPUTERS, OR OTHER HARDWARE OR SOFTWARE SYSTEMS, AND; (II) ALLEGATIONS OR CLAIMS THAT ANY VENDOR DATA INFRINGES ON THE INTELLECTUAL PROPERTY RIGHTS OF A THIRD-PARTY OR VENDOR.

  • Assignment and Assumption of Contracts Two (2) counterpart originals of the Assignment and Assumption of Contracts, duly executed by Buyer.

  • Assignment and Assumption of Leases Two (2) counterparts of the Assignment and Assumption of Leases, executed, acknowledged and sealed by Purchaser;