Common use of Purchase Price and Other Consideration Clause in Contracts

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. 2.1 Purchaser agrees 2.1.1 The cash consideration to pay the Purchase Price be paid by Buyer to Sellers for the acquisition of Property (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 $21,000,000, subject 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 2.5 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, 2.1.2 The Purchase Price shall be paid as follows: (a) Concurrently with 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 mutual execution and delivery of this Agreement (the date of such mutual execution and delivery is sometimes referred to herein as the “Execution Date”), Buyer shall deposit into an escrow (the “Escrow”) with an escrow agent (the “Escrow Holder”) reasonably designated by Sellers an amount equal to $500,000 (the “Initial Deposit”) in immediately available, good funds (funds delivered in this manner are referred to herein as “Good Funds”), pursuant to joint escrow instructions to be delivered by Buyer and Sellers to the Escrow Holder on or before the Execution Date. On the business day following entry of the Procedures Order (as defined in Section 8.1(b) below), Buyer shall deposit into the Escrow, in Good Funds, an additional $1,500,000 (the “Second Deposit” and, together with the Initial Deposit, the “Deposit”). Upon Escrow Holder’s receipt of the Initial Deposit and of the Second Deposit, the Escrow Holder shall immediately deposit such funds into an interest-bearing account. The Deposit shall become nonrefundable upon the termination of the transaction contemplated by this Agreement by reason of Buyer’s default of its material obligations hereunder (a “Buyer Default Termination”), it being agreed that Sellers shall not have the right to so terminate this Agreement and retain any portion of the Deposit unless Buyer has failed to cure the applicable default within five (5) days following its receipt of written notice thereof from Sellers, and, at such time, Sellers shall not be in material default of their obligations under this Agreement. The Independent Consideration is At the Closing, the Deposit (and any interest accrued thereon) shall be credited and applied toward payment of the Purchase Price (with such portion of the Purchase Price deposited into Escrow in addition accordance with the Supply Agreement (as defined in Section 3.3.5 below). In the event the Deposit becomes nonrefundable by reason of a Buyer Default Termination, subject to the qualifications set forth above, Escrow Holder shall immediately disburse the Deposit and all other consideration provided in interest accrued thereon to Sellers to be retained by Sellers for their own account. If the transactions contemplated herein terminate by reason of (A) Sellers’ material default under this Agreement, and is non-refundable except as expressly provided otherwise in this Agreement. Upon any termination of it being agreed that Buyer shall not have the right to so terminate this Agreement during unless Sellers have failed to cure the Feasibility Period applicable default within five (5) days following their receipt of written notice thereof from Buyer, or (B) the failure of a condition to Buyer’s obligations hereunder (including the condition set forth in Section 4.2.7, below), the Escrow Holder shall return to Buyer the Deposit (together with all interest accrued thereon) but less Buyer’s one-half share of the Escrow Holder’s escrow fees and charges, and provided that, notwithstanding anything to the contrary herein, if Buyer is required to remain the “back-up bidder” pursuant to Section 5.38.1(a) below, Seller Buyer shall not be paid entitled to the Independent Consideration refund of the Deposit until the earlier of (i) the consummation in all material respects of the sale the Property to the Upset Purchaser (as its sole defined in Section 8.1(a) hereof) or (ii) the Outside Date, if the Closing has not occurred on or prior thereto. (b) On the Closing Date, Buyer shall (A) cause the Escrow Holder to deliver the Deposit (together with all accrued interest thereon) to Sellers, and exclusive remedy against Purchaser for such termination (B) pay and deliver, in Good Funds, the balance of this Agreement during the Feasibility Period or pursuant Purchase Price to Section 5.3Sellers.

Purchase Price and Other Consideration. 2.1 Purchaser agrees (a) The total consideration to pay be paid by Buyer to Seller (the "Purchase Price") for all of the Assets purchased hereunder shall be equal to (i) Thirty-Three Thousand Five Hundred (33,500) shares of Buyer's common stock, (ii) the payment of Seller's outstanding loan (the (c) hereto, as may be adjusted by Buyer upon Buyer's determination of a material change in the Business, as set forth in Section 1.2(b) below. Buyer hereby grants the option to Seller to receive, at Seller's sole option, a portion of the Purchase Price for the acquisition in cash at Closing in an amount not to exceed Thirty-Five Thousand and No/100 Dollars ($35,000.00) in lieu in a portion of the PropertyBuyer's common stock set forth above. In the event Seller elects for a portion of the Purchase Price to be paid in cash, subject the number of shares of Buyer's common stock to be issued to Seller shall be proportionately decreased by a number of shares equal to the terms cash Purchase Price divided by the fair market value of a share of Buyer's common stock as of the Closing Date, which fractional number shall be rounded to the nearest whole share. The Purchase Price shall be payable at or before Closing by (a) the issuance to Seller or Seller's designee(s)of certain common stock of Buyer, and, if Seller so elects, (b) delivery by Buyer of one or more certified checks or wire transfers drawn on Buyer's bank account of an amount not to exceed Thirty-Five Thousand and No/100 Dollars ($35,000.00), either payable to Seller, and (c) 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 November 30, 1998 financial statements which were previously provided to Buyer below the amount of Two Hundred Fifty and 50/100 Dollars ($250,000.00). For purposes of this AgreementSection 1.2(b) and Section 3.1 below, the term "net asset value" shall mean the book value of Seller's cash, accounts receivables and Inventory, less accounts payable, the Union Bank of California Loan (as defined below) and the shareholders loans set forth on Seller's November 30, 1998 financial statements. The purchase price is One Hundred Million parties agree 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 acknowledge that Seller's loss of Texas, Inc., ▇▇▇▇ ▇Morrow-Mealows as a customer ▇▇▇▇▇ ▇▇▇▇▇▇, 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 ($1,000,000.00be an exception to this Section 1.2(b), 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.