Purchase Price and Other Consideration Clause Samples
Purchase Price and Other Consideration. In consideration of the purchase of the Assets and of the Seller’s covenants and agreements set forth in this Agreement, Purchaser agrees to pay the Seller, by check or wire transfer as directed by Seller, the following (the “Purchase Price”):
a. one and one-half times (1.5x) the net revenue, as calculated by U.S. GAAP, for the Pages of $ , for the months of Month A, 201_ to Month B, 201_, for a total initial payment of $ which shall be payable as follows:
(i) A payment of ($ , ) (50%) upon execution of this Agreement by the parties;
(ii) A payment of ($ , ) (50%) upon successful transfer of the Pages to Purchaser's server logs and the transfer of the Domain Names to Purchaser in the Internic Whois database.
b. In addition, a payment of fifteen cents ($0.15) per page view of the Pages for Month B, 201_ of in the amount of $ which shall be paid as follows:
(i) A payment of ($ , ) (50%) upon execution of this Agreement by the parties;
(ii) A payment of ($ , ) (50%) upon successful transfer of the Pages to Purchaser's server logs and the transfer of the Domain Names to Purchaser in the Internic Whois database.
a. An additional one-time payment on or before Date, 201_, equal to one and one-quarter times (1.25x) the net revenue for the Pages, as calculated under U.S. GAAP (excluding site acquisitions or site mergers with the Pages) for the seven calendar months of Month C, 201_ to Month D, 201_.
b. On or before Date, 201_, an additional one-time payment by Purchaser to Seller of fifteen cents ($0.15) per monthly page view for any increase in monthly page views in the month of Month D, 201_ for the Pages that are in excess of (Month B, 201_) monthly page views (excluding Site acquisitions or Site mergers). Page views shall be calculated based on Purchaser’s servers consistent with its standard method for counting page views.
c. An additional one-time payment on or before Date, 201_, equal to one and one-quarter times (1.25x) the net revenue for the Pages, as calculated under U.S. GAAP (excluding site acquisitions or site mergers with the Pages) for the seven calendar months of Month D, 201_ to Month E, 201_.
d. On or before Date, 201_, an additional one-time payment by Purchaser to Seller of fifteen cents ($0.15) per monthly page view for any increase in monthly page views in the month of Month B, 201_ for the Pages that are in excess of (Month C, 201_) monthly page views (excluding Site acquisitions or Site mergers). Page views shall be calculated based on Purc...
Purchase Price and Other Consideration. 2.1 Purchaser agrees to pay the Purchase Price for the acquisition of the Property, subject to the terms of this Agreement. The purchase price is One Hundred Million and 00/100 DOLLARS ($100,000,000) (“Purchase Price”).
2.2 Within five (5) business days after the Execution Date, Purchaser shall deposit at Republic Title of Texas, Inc., ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, 10th Floor, Dallas, Texas 75204, Attn: ▇▇ ▇▇▇▇▇▇ (the “Title Company”) by cash, check, wired funds, or cashier’s check the sum of One Million and 00/100 DOLLARS ($1,000,000.00), to be held as ▇▇▇▇▇▇▇ money (the “▇▇▇▇▇▇▇ Money”) in accordance with the terms of this Agreement. At Closing, the ▇▇▇▇▇▇▇ Money shall be applied to the Purchase Price. The ▇▇▇▇▇▇▇ Money shall be held in an interest-bearing account and released by the Title Company in accordance with this Agreement and Section 14.15 hereof. All interest accruing on the ▇▇▇▇▇▇▇ Money shall be considered a part of the ▇▇▇▇▇▇▇ Money. The ▇▇▇▇▇▇▇ Money will become non-refundable at the end of the Feasibility Period, except as provided in Section 5.3, or in the event of a default by Seller or as otherwise expressly provided in this Agreement.
2.3 If this Agreement terminates, the Title Company will deliver to Seller Four Hundred Thousand and 00/100 DOLLARS ($400,000.00) out of the ▇▇▇▇▇▇▇ Money (“Independent Consideration”), which amount has been bargained for and agreed to as consideration for Purchaser’s exclusive option to purchase the Property and for Seller’s execution and delivery of this Agreement. The Independent Consideration is in addition to all other consideration provided in this Agreement, and is non-refundable except as expressly provided otherwise in this Agreement. Upon any termination of this Agreement during the Feasibility Period or pursuant to Section 5.3, Seller shall be paid the Independent Consideration as its sole and exclusive remedy against Purchaser for such termination of this Agreement during the Feasibility Period or pursuant to Section 5.3.
Purchase Price and Other Consideration. The aggregate purchase price for the Shares shall be Four Million Eight Hundred Seventy Five Thousand (4,875,000) shares of Buyer Common Stock (the “Purchase Price,” and such shares of Buyer Common Stock, the “Transaction Shares”), regardless of the trading price per share of the Transaction Shares at the time of Closing.
Purchase Price and Other Consideration. In exchange for the Jewelry Operations, Buyer shall (i) assume all liabilities, obligations and costs of the Jewelry Operations that are owing, existing, contingent, or which have arisen or may have arisen through the date of this Agreement since inception of the BMI, (ii) indemnify and reimburse the BMI from any and all costs, expense or claims or other losses incurred by the BMI with respect to any matter of any nature that has or have arisen or may be claimed to have arisen from the date of the BMI's inception on October 30, 2013 through the Closing Date and (iii) shall transfer and deliver the Indemnity Shares to the BMI (collectively, the foregoing are the "Jewelry Operations Consideration"). In exchange for the Jewelry Operations Consideration, BMI shall deliver to the Buyer (i) the Jewelry Operations, together with all assets and liabilities related thereto, and (ii) $350,000 (the "Purchase Indemnity Consideration") .
Purchase Price and Other Consideration. (a) The total consideration to be paid by Buyer to Seller (the "Purchase Price") for all of the Assets purchased hereunder shall be equal to Two Million One Hundred Thousand and No/100 Dollars ($2,100,000.00) in cash, less the cash paid, or amount assumed (on a basis as set forth on SCHEDULE 1.1(C)), by Buyer of long-term liabilities identified on SCHEDULE 1.1(C). However, Buyer agrees to pay in cash Seller's outstanding loan (the "Stockholder Loan") from Owner in the amount of Two Hundred Twenty Four Thousand Three Hundred Twenty Four and No/100 Dollars ($224,324.00). The Purchase Price shall be payable at or before Closing by (a) delivery by Buyer of one or more certified checks or wire transfers drawn on Buyer's bank account of an amount not to exceed Two Million One Hundred Thousand and No/100 Dollars ($2,100,000.00), either payable to Seller or Seller's creditor(s) as set forth specifically on SCHEDULE 1.1(C) hereto, and/or (b) assumption of certain obligations of Seller as set forth specifically on SCHEDULE 1.1(C) hereto.
(b) In addition, Buyer and Seller agree and acknowledge that, at the sole option of Buyer, (i) the Purchase Price may be adjusted by Buyer, or (ii) Buyer may elect to terminate all of its obligations under this Agreement with no further obligation of Buyer, in the event of a material change in the Business prior to the Closing; for purposes of illustration but not for purposes of exclusion, a "material change" in the Business would include but shall not be limited to (x) a loss of a one or more customer relationship(s) which constitute individually or in the aggregate more than ten percent (10%) by gross revenue of Seller or (y) a decrease in the "net asset value" of Seller's December 31, 1998 financial statements which were previously provided to Buyer below the amount of Four Hundred Twenty Five Thousand and No/100 Dollars ($425,000.00). For purposes of this Section 1.2(b) and Section 3.1 below, the term "net asset value" shall mean the book value of Seller's Assets, less the Assumed Liabilities, set forth on Seller's December 31, 1998 financial statements.
Purchase Price and Other Consideration. As consideration for this transaction, Purchaser shall assume all of Sellers’ debt and liability to American Bank of Texas, Sherman, Texas (“American Bank”), as evidenced by various deeds of trust and UCC’s filed of record against the Properties with an outstanding debt balance of $1,906,846.75 as of January 1, 2003, subject to approval of American Bank loan terms by Purchaser. As additional consideration for this transaction , Purchaser shall pay to Sellers, as an additional part of the purchase price, the equivalent amount of the net profits from the Properties through June 30, 2003, as described on Exhibit “C” attached hereto.
Purchase Price and Other Consideration. 2 2.1 Sale of MZCG Shares; Purchase Price.........................................................2 2.2 Seller Disclosure Schedule..................................................................2
Purchase Price and Other Consideration. The purchase price for the Preferred Stock shall be $400.00 per share of Preferred Stock (the “Purchase Price”). In addition, Purchaser shall extend the maturity of all outstanding loans to the Company until October 1, 2025 and cause its affiliates to do the same.
Purchase Price and Other Consideration. In consideration for purchase of the Shares hereby, the Subscriber:
(i) herewith tenders the price of $.0001 per Share, for an aggregate purchase price of $135.00;
(ii) agrees to pay all costs and expenses of any kind or nature to be incurred by the Company after the date hereof in connection with its operations generally and specifically those costs and expenses the Corporation will incur in connection with satisfying its reporting obligations under the Securities Exchange Act of 1934, as amended,
(iii) agrees to actively engage in the identification of and negotiation with an operating company with which this Corporation will merge or acquire; and
(iv) agrees not to seek any contribution of capital from any other stockholder or affiliate of the Corporation with respect to any matter after payment is made for the Quarterly Report on Form 10-Q for the period ended June 30, 2011.
Purchase Price and Other Consideration. The Purchase Price for the Property shall be three-million dollars ($3,000,000) for the property as is.