Purchase Price and Related Matters Sample Clauses

Purchase Price and Related Matters. 2 1.3 The Closing....................................................................3 1.4 Post-Closing Adjustment........................................................4 1.5

Purchase Price and Related Matters. In consideration of the sale and transfer of all of Seller’s rights, title and interests in the Acquired Assets, Buyer shall assume the Assumed Liabilities and shall pay to Seller an aggregate purchase price equal to the Closing Cash Payment, the Closing Stock Payment and the Escrow Payment (collectively, the “Purchase Price”), as follows:

Purchase Price and Related Matters. Section 3.01 Purchase Price 10 Section 3.02 [Reserved] 10 Section 3.03 Payment of Purchase Price by the Purchaser 10 Section 3.04 Custodial Funds and Advances 11 Section 3.05 Certain Adjustments and Refunds 11

Purchase Price and Related Matters. 13 Section 3.1 Consideration ......................................................................................... 13 ARTICLE IV

Purchase Price and Related Matters. 7.1 The purchase price of the business, the Trek shares and the claims shall be R48898000. This amount shall be settled as follows:- 7.1.1 a first instalment of R24000000 payable as to:- 7.1.1.1 R6000000 by the issue on the completion date of FSAH "B" shares. The FSAH "B" shares shall be issued at a price equal to the US Dollar denominated closing price of the ordinary NASDAQ listed shares of FSAC on 3 February 1997, converted into Rand at the average of the spot buy and sell exchange rates of US Dollars for South African Rand quoted by Nedbank at close of business on that date. This rate shall be established, in the event of a dispute, by a certificate given by any manager of Nedbank whose appointment and designation it shall not be necessary to prove and whose determination shall be proof of the rate until the contrary is proved;

Purchase Price and Related Matters. 10 1.3 The Closing.................................................................................14 1.4 Additional Action to Assure Transfer........................................................15

Purchase Price and Related Matters. In consideration of the sale and transfer of all of Seller’s rights, title and interests in the Acquired Assets, Buyer shall assume the Assumed Liabilities and shall pay to the Seller an aggregate purchase price of $8,700,000 (the “Purchase Price”), subject to adjustment pursuant to Section 2.06 below. At the Closing, except as provided in Section 2.07, Buyer shall pay the Purchase Price to Seller by: (a) wire transfer of immediately available funds (the “Cash Payment”) equal to the sum of (i) $2,762,000 and (ii) the aggregate amount of cash payments made, or to be made, by Seller to the Seller Rights Holders in settlement of the Seller’s Unit Appreciation Rights granted pursuant to the Unit Plan, as set forth on Schedule 2.05(a); and (b) a number of shares of Parent Common Stock (the “Stock Payment”) equal to (i) $5,938,000, less the cash payment amount described in Section 2.05(a)(ii), and subject to adjustment pursuant to Section 2.06(a) and Section 2.06(d), divided by (ii) (A) $3.75 if the Parent Stock Per Share Price is equal to or less than $3.75, (B) the Parent Stock Per Share Price if the Parent Stock Per Share Price is between $3.75 and $4.75, or (C) $4.75 if the Parent Stock Per Share Price is equal to or greater than $4.75 (the “Applicable Stock Price”).

Purchase Price and Related Matters. The Purchaser shall issue at the Closing (hereinafter define) 250,000 shares of its Rule 144 Common Stock, issued pursuant to Rule 506 of Regulation D of the Securities Act of 1933, as amended (the "Purchase Price"). The Seller's accounts payables and all other liabilities, through and including the Closing date (hereinafter defined) shall remain the responsibility of Seller. At Closing (hereinafter defined), the parties shall execute a hold harmless and indemnification agreement in favor of each other for any and all claims that may arise as a result of (i) Seller's ownership of Starting Point, L.L.C. prior to Closing in favor of Purchaser; and (ii) Purchaser's ownership of Starting Point, L.L.C. from and after Closing in favor of Seller. The Indemnification Agreements are attached hereto as Exhibit "B".

Purchase Price and Related Matters. 3.1 Amount of Purchase Price 3.1.1 Canadian Purchase Price