Purchase Price Assumption of Liabilities Clause Samples

Purchase Price Assumption of Liabilities. In consideration for the Securities, at the Closing, (a) Purchaser shall (or shall cause Waste Connections or one of its wholly owned Subsidiaries to) pay to Sellers (or to an Affiliate designated by Sellers) (i) (x) an aggregate of $1,316,000,000 in cash, plus (y) an amount in cash equal to interest that would accrue on $1,094,571,000, starting on and including June 30, 2012 through and including the Closing Date at a rate of 4% per annum (based on a 365-day year) (the aggregate amount described in this clause (i) being the “Aggregate Value Amount”), plus (ii) the Adjustment Amount (if the Adjustment Amount is positive), less (iii) the absolute value of the Adjustment Amount (if the Adjustment Amount is negative) (the result of such calculation of clauses (i), (ii) and (iii), the “As-Adjusted Amount)”, less (iv) the Credit Agreement Payoff Amount, less (v) the aggregate outstanding principal and accrued but unpaid interest and any other amounts payable under the Prairie Note and any other Debt as of the Closing Date (the result of such calculation of clauses (i) through (v), the “Purchase Price”) and (b) Purchaser shall assume and be responsible for all the Assumed Liabilities.

Purchase Price Assumption of Liabilities. Subject to the terms and conditions of this Agreement, and in reliance on the representations, warranties, undertakings and agreements of Seller made hereunder, and in consideration of such sale, conveyance, transfer, assignment and delivery, Buyer agrees: (i) to pay to Seller the amounts set forth in Sections 1.02(b)(ii) and 1.02(b)(iii), which payment amounts total $5,125,000 (assuming each of the Deferred Payments (as defined below) is made) (the "Purchase Price"); and (ii) to undertake, assume and agree to perform and otherwise pay, satisfy and discharge in accordance with their respective terms, and to indemnify and hold Seller harmless with respect to, each of the debts, liabilities and obligations of Seller specified in the Undertaking. Except as and to the extent expressly provided in this Agreement, nothing herein shall be interpreted as constituting an assumption by Buyer, or as requiring Buyer to pay or otherwise be responsible for, and Buyer expressly disclaims any liability or obligation of Seller other than the liabilities and obligations of Seller specified in the Undertaking. Seller shall retain and be solely responsible for paying or otherwise discharging or satisfying any and all other liabilities and obligations of Seller, including but not limited to: (i) liabilities under contracts which are not assumed by Buyer and (ii) employment or personnel-related liabilities or obligations of Seller, including obligations or liabilities arising from or in connection with any employee benefit plan, program or arrangement sponsored or maintained by Seller.

Purchase Price Assumption of Liabilities. (a) Subject to the terms and conditions of this Agreement, in reliance on Seller’s representations, warranties and agreements contained herein, as the consideration of the sale, conveyance, assignment, transfer and delivery of the Assets, together with the assumption of the Assumed Liabilities (as defined below), Buyer shall pay or cause to be paid to Seller at the Closing by wire transfer of immediately available funds the sum of Forty Five Million Two Hundred Thousand Dollars (US $45,200,000.00) (the “Purchase Price”). (b) At the Closing, Buyer will deliver to Seller an instrument of assignment and assumption substantially in the form of Exhibit C attached hereto (the “Instrument of Assumption”), whereby Buyer will solely and exclusively undertake, assume and agree to perform, pay, become liable for and discharge when due (without limiting any rights of indemnification in favor of Buyer Indemnitees hereunder), the Assumed Liabilities. The term “Assumed Liabilities” means only the following Liabilities:

Purchase Price Assumption of Liabilities. (a) Subject to the adjustments set forth in Section 2.08, at the Closing Purchaser shall pay THIRTY-SEVEN MILLION DOLLARS ($37,000,000) (the "Base Price") in cash to Seller as follows: (i) an escrow deposit equal to THREE MILLION SEVEN HUNDRED THOUSAND DOLLARS ($3,700,000) (the "Escrow Deposit") shall be deposited with the Escrow Agent (as hereinafter defined) upon the execution of this Agreement pursuant to an escrow agreement to be entered into by Purchaser, Seller and an escrow agent reasonably acceptable to Purchaser and Seller (the "Escrow Agent") in substantially the form attached hereto as Exhibit A (the "Escrow Agreement") which Escrow Agreement shall provide that the interest earned on the Escrow Deposit shall be paid periodically to Purchaser by the Escrow Agent unless or until a claim to the Escrow Deposit is made by Seller, and unless it is otherwise released prior to Closing pursuant to Section 8.02 hereof, the Escrow Deposit shall be transferred to Seller by wire transfer at the Closing and credited to the Purchase Price and (ii) (x) the balance of the Base Price, and (y) if applicable, the Interest Amount provided by Section 2.05 at the Closing as provided in Section 2.07(a) (the Base Price and the Interest Amount are referred to collectively herein as the "Purchase Price"). (b) At the Closing, Purchaser shall assume only the liabilities and obligations of Seller or, if applicable, WDRQ, Inc. pursuant to the Contracts to be performed after the Closing Date and as otherwise expressly set forth in this Agreement (the "Assumed Liabilities"). (c) Except as expressly provided in Section 2.02(b) and Article VI hereof, Purchaser shall not and does not assume any liability or obligation of Seller or Viacom, fixed or contingent, disclosed or undisclosed, including without limitation, lease or contractual obligations, employment contracts or commitments, obligations to employ any employee of Seller or Viacom or for pensions, severance or other employee benefit plans programs or practices, Tax liabilities, any other claims against Seller or Viacom of any kind or nature whatsoever involving facts, events or circumstances arising on or prior to the Closing, no matter when raised. Except as expressly provided in this Section 2.02(c), Purchaser shall not be required to defend any suit or claim arising out of any act, event or transaction occurring on or prior to the Closing Date or out of any condition existing on or prior to the Closing Date, in connectio...

Purchase Price Assumption of Liabilities. (a) The aggregate purchase price for the Assets will be 6,200,000 shares of the Buyer’s common stock, valued by Buyer and Seller at $2,271,000 (the “Purchase Price”). (b) Other than the liabilities related to the Assigned Seller Contracts being assigned to Buyer pursuant to Section 2.1(c), all liabilities of Seller of every kind or nature (the “Retained Liabilities”) shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by Seller.

Purchase Price Assumption of Liabilities. As consideration for the Assets and the representations, warranties and agreements of Dentist contained herein, Pentegra shall, on the Closing Date: (a) Cause to be transferred to Dentist the consideration specified in ANNEX I attached hereto (the "Acquisition Consideration"); and. (b) Except as otherwise provided herein, assume and perform or discharge on or after the Closing Date, the contracts, leases, obligations, commitments, liabilities and indebtedness of Dentist listed on EXHIBIT 1.3(b) attached hereto to the extent that such obligations, commitments, liabilities and indebtedness are current and not otherwise in default. (the "Assumed Liabilities"). Notwithstanding any contrary provision contained herein, Pentegra shall not be deemed to have assumed, nor shall Pentegra assume: (i) any liability, commitment or obligation or trade payable or indebtedness not specifically disclosed on EXHIBIT 1.3(b), (ii) any liability set forth on EXHIBIT 1.3(b) which may be incurred by reason of any breach of or default under such contracts, leases, commitments or obligations which occurred on or before the Closing Date; (iii) any liability for any employee benefits payable to employees of Dentist, including, but not limited to, liabilities arising under any Dentist Plan (as defined in SECTION 2.21 hereof); (iv) any liability based upon or arising out of a violation of any antitrust or similar restraint-of-trade laws by Dentist, including, without limiting the generality of the foregoing, any such antitrust liability which may arise in connection with agreements, contracts, commitments or orders for the sale of goods or provision of services by Dentist reflected on the books of Dentist at or prior to the Closing Date; (v) any liability based upon or arising out of any tortious or wrongful actions of Dentist, any licensed professional employee or independent contractor of Dentist, (vi) any liability for the payment of any taxes of Dentist, including without limitation, sales, use and other transfer taxes and income taxes arising from or by reason of the transactions contemplated by this Agreement; (vii) any indebtedness secured by deeds of trust or mortgages on real property; nor (viii) any liability incurred or to be incurred pursuant to any malpractice or other suits or actions pending against Dentist.

Purchase Price Assumption of Liabilities. As consideration for the sale of the Assets by Seller, PRG Sub shall, on the Closing Date, provide Seller with the following consideration:

Purchase Price Assumption of Liabilities. (a) The aggregate purchase price (the “Purchase Price”) for the Assets will be $1,050,00 payable as follows: (i) $1,000,000 (the “Cash Portion of the Purchase Price”) in cash, and (ii) common stock of the Buyer with a fair market value of $50,000 (the “Stock Portion of the Purchase Price”). (b) Other than the liabilities related to the Assigned Seller Contracts being assigned to Buyer pursuant to Section 2.1(c), all liabilities of Seller of every kind or nature (the “Retained Liabilities”) shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by Seller.

Purchase Price Assumption of Liabilities. (a) Subject to the adjustments as provided by this Agreement, the total purchase price of the Assets and the Business (the “Purchase Price” ) shall be an amount equal to the sum of the Initial Purchase Price, which amount shall be adjusted pursuant to Section 1.7 (as so adjusted, the “Final Closing Purchase Price”), and the Earn Out Payment and the Warrants. (i) The “Initial Purchase Price” equals $38.4 million in cash. (ii) The “Earn Out Payment” equals the amount payable to the Target under Section 1.8.