Common use of Purchase Price Closing Clause in Contracts

Purchase Price Closing. (a) The purchase price for the Purchased Assets (the "Purchase Price") shall be as follows: (i) At the Closing, Buyer shall pay to Seller the amount of $7,980,491, less the amounts set forth on Schedule 2.06 (Schedule 2.06 to be amended at the Closing pursuant to Section 5.07 to reflect certain payments by licensees and on-line customers to Seller from January 1, 2005 to the Closing Date), in cash (the "Initial Cash Payment"), and shall assume the Assumed Liabilities. (ii) For the purpose of securing Seller's obligations under Article X, Buyer shall hold back an additional One Million Three Hundred Thirty Thousand Dollars ($1,330,000) in cash to be used to satisfy claims and obligations under Article X (the "Escrowed Cash"). Buyer shall withhold the Escrowed Cash in a separate, interest-bearing account and shall apply such funds in accordance with Article X to make payments due under Article X, or to the extent of the remaining Escrowed Cash to make an additional payment to Seller following the 16-month anniversary of the Closing and the resolution and satisfaction of all claims and obligations under Article X. (iii) Buyer shall reserve the amount (in cash, restricted stock or otherwise) of $789,509 for the employees and consultants of Seller continuing in the Business with Buyer following the Closing, on the terms and subject to the conditions set forth in the Retention Agreements. (b) The closing (the "Closing") of the purchase and sale of the Purchased Assets and the assumption of the Assumed Liabilities hereunder shall take place at the offices of Choate, Hall & Stewart LLP, Exchange Place, 53 State ▇▇▇▇▇▇ i▇ ▇▇ston, ▇▇▇▇achusetts, as soon as possible, but in no event later than three (3) business days after satisfaction of the conditions set forth in Article IX, or at such other time or place as Buyer and Seller may agree. At the Closing, (i) Buyer shall pay to Seller the Initial Cash Payment to an account maintained by Seller, such account to be designated by Seller by written notice to Buyer not later than two (2) business days prior to the Closing Date. (ii) Seller and Buyer shall enter into an Assignment and Assumption Agreement substantially in the form attached hereto as Exhibit A, and Seller shall deliver to Buyer such bills of sale, endorsements, consents, assignments and other good and sufficient instruments of conveyance and assignment (the "Conveyance Documents") as the parties and their respective counsel shall deem reasonably necessary or appropriate to vest in Buyer all right, title and interest in, to and under the Purchased Assets, including without limitation a Patent Assignment Agreement in the form reasonably requested by Buyer (the "Patent Assignment Agreement"). (iii) Each of Seller and Buyer shall execute and deliver each of the Ancillary Agreements to be entered into by it at the Closing, in each case substantially in the form attached as an Exhibit to this Agreement. (iv) Without prejudice to Buyer's rights under Section 9.02 and Articles X and XI, Seller shall deliver to Buyer revised schedules to this Agreement updating the information shown thereon to the Closing Date. (v) Seller and Buyer shall execute and deliver all such instruments, documents and certificates as may be reasonably requested by the other party that are necessary, appropriate or desirable for the consummation at the Closing of the transactions contemplated by this Agreement.

Purchase Price Closing. The Closing shall occur no later than August 23, 1999 (a) the "Closing Date"). The purchase price for the Purchased Assets Shares shall be $50,000, subject to Adjustment (as defined below) (the "Purchase Price") ). The Purchase Price shall be as follows:paid to Seller at the Closing by bank check or wire transfer against delivery by Seller to Buyer of (a) a stock certificate of the Corporation representing the Shares, accompanied by a duly executed stock power or endorsed for transfer and (b) all corporate (ia) At the Closing, Seller shall refund to Buyer shall pay to Seller any amount by which the amount of $7,980,491, less 50,000 exceeds the amounts set forth on Schedule 2.06 (Schedule 2.06 to be amended at the Closing pursuant to Section 5.07 to reflect certain payments by licensees and on-line customers to Seller from January 1, 2005 to the Closing Date), in cash (the "Initial Cash Payment"), and shall assume the Assumed Liabilities. (ii) For the purpose of securing Seller's obligations under Article X, Buyer shall hold back an additional One Million Three Hundred Thirty Thousand Dollars ($1,330,000) in cash to be used to satisfy claims and obligations under Article X (the "Escrowed Cash"). Buyer shall withhold the Escrowed Cash in a separate, interest-bearing account and shall apply such funds in accordance with Article X to make payments due under Article XAgreed Price, or to the extent of the remaining Escrowed Cash to make an additional payment to Seller following the 16-month anniversary of the Closing and the resolution and satisfaction of all claims and obligations under Article X. (iii) Buyer shall reserve the amount (in cash, restricted stock or otherwise) of $789,509 for the employees and consultants of Seller continuing in the Business with Buyer following the Closing, on the terms and subject to the conditions set forth in the Retention Agreements. (b) The closing (the "Closing") of the purchase and sale of the Purchased Assets and the assumption of the Assumed Liabilities hereunder shall take place at the offices of Choate, Hall & Stewart LLP, Exchange Place, 53 State ▇▇▇▇▇▇ i▇ ▇▇ston, ▇▇▇▇achusetts, as soon as possible, but in no event later than three (3) business days after satisfaction of the conditions set forth in Article IX, or at such other time or place as Buyer and Seller may agree. At the Closing, (i) Buyer shall pay to Seller any amount by which the Initial Cash Payment to an account maintained by Seller, such account to be designated by Seller by written notice to Buyer not later than two (2) business days prior to Agreed Price exceeds the Closing Date. (ii) Seller and Buyer shall enter into an Assignment and Assumption Agreement substantially in the form attached hereto as Exhibit A, and Seller shall deliver to Buyer such bills of sale, endorsements, consents, assignments and other good and sufficient instruments of conveyance and assignment $50,000 (the "Conveyance DocumentsAdjustment to Purchase Price"). If the parties are unable to reach an Agreed Price, then, within 10 days of receipt by Seller of Buyer's appraisal,Buyer's and Seller's appraisers shall agree upon a third appraiser ( "Independent Appraiser") as to fix the appropriate Purchase Price, which appraisal shall be binding upon the parties and their respective counsel the parties shall deem reasonably necessary make the requisite Adjustment to Purchase Price. The fair market value of the Shares as fixed by the Independent Appraiser shall constitute the Purchase Price for the Shares, and within 10 days after receipt of the Independent Appraiser's determination of the fair market value of the Shares, either Seller or Buyer shall pay the appropriate Adjustment to vest in Buyer all right, title and interest in, the Purchase Price. In order to and under secure the Purchased Assets, including without limitation a Patent Assignment Agreement in the form reasonably requested payment by Buyer (of any additional amounts to Seller upon an adjustment of the "Patent Assignment Agreement"). (iii) Each of Seller and Purchase Price, Buyer shall execute and deliver each of the Ancillary Agreements to be entered into by it at the Closing, deposit in each case substantially in the form attached as an Exhibit to this Agreement. (iv) Without prejudice to Buyer's rights under Section 9.02 and Articles X and XI, Seller shall deliver to Buyer revised schedules to this Agreement updating the information shown thereon to the Closing Date. (v) Seller and Buyer shall execute and deliver all such instruments, documents and certificates as may be reasonably requested by the other party that are necessary, appropriate or desirable for the consummation escrow at the Closing of Date the transactions contemplated by stock certificate representing the Shares which shall be released to Seller if Buyer fails to satisfy its obligation under this AgreementSection 2.

Purchase Price Closing. (a) The purchase price for the Purchased Assets (the "“Purchase Price"”) shall be as follows: is (i) At $37,376,349 million in cash, 290,128 shares of Parent Common Stock and the Closing, Buyer shall pay to Seller the amount of $7,980,491, less the amounts set forth on Schedule 2.06 Earnout Shares (Schedule 2.06 to be amended at the Closing pursuant to Section 5.07 to reflect certain payments by licensees and on-line customers to Seller from January 1, 2005 to the Closing Date), in cash (the "Initial Cash Payment"if any), and shall assume (ii) the assumption of the Assumed Liabilities. (ii) For the purpose of securing Seller's obligations under Article X, Buyer . The Purchase Price shall hold back an additional One Million Three Hundred Thirty Thousand Dollars ($1,330,000) in cash to be used to satisfy claims and obligations under Article X (the "Escrowed Cash"). Buyer shall withhold the Escrowed Cash in a separate, interest-bearing account and shall apply such funds in accordance with Article X to make payments due under Article X, or to the extent of the remaining Escrowed Cash to make an additional payment to Seller following the 16-month anniversary of the Closing and the resolution and satisfaction of all claims and obligations under Article X. (iii) Buyer shall reserve the amount (in cash, restricted stock or otherwise) of $789,509 for the employees and consultants of Seller continuing in the Business with Buyer following the Closing, on the terms and subject to the conditions set forth in the Retention Agreementspaid as provided below. (b) The closing (the "“Closing"”) of the purchase and sale of the Purchased Assets and the assumption of the Assumed Liabilities hereunder shall take place at the offices of Choate, Hall & Stewart LLP, Exchange Place, 53 State ▇▇▇▇▇▇▇▇ i▇ ▇▇ston& Worcester LLP in Boston, ▇▇▇▇achusetts, Massachusetts as soon as possible, but in no event later than three (3) business days after satisfaction of the conditions set forth in Article IX11, or at such other time or place as Parent, Buyer and Seller may agree. At the Closing, (i) Buyer (or Parent on behalf of Buyer) shall pay to Seller the Initial Cash Payment $35,491,031 in cash by wire transfer in immediately available funds to an account maintained by Seller, such account to be designated by Seller by written notice to Buyer not later than two (2) business days prior to the Closing Date. (ii) Parent shall issue to Seller, on behalf of Buyer, 161,032 shares of Parent Common Stock; provided that if Parent is unable to deliver the stock certificates for Parent Common Stock to Seller at the Closing, Parent shall have 20 days after the Closing to deliver such stock certificates to Seller as provided herein. These shares shall be issued directly to the individual Distributees (as defined in the Registration Rights Agreement) in accordance with the amounts set forth in Schedule 2.6(b)(ii). (iii) Buyer (or Parent on behalf of Buyer) shall deliver to the Escrow Agent $1,885,318 in cash, by wire transfer in immediately available funds, to be held by the Escrow Agent in accordance with the Escrow Agreement. (iv) Parent shall deliver to the Escrow Agent, on behalf of Buyer, 129,096 shares of Parent Common Stock to be held in accordance with the Escrow Agreement; provided that if Parent is unable to deliver the stock certificates for Parent Common Stock to the Escrow Agent at the Closing, Parent shall have 20 days after the Closing to deliver such stock certificates to the Escrow Agent as provided herein. These shares shall be issued in the name of the Seller. (v) Parent shall deliver to the Escrow Agent, on behalf of Buyer, the Earnout Shares. Such Earnout Shares shall be paid to Seller only upon the attainment of the Earnout Milestones and then subject to the terms provided in the Escrow Agreement. These shares shall be issued in the name of Seller. (vi) Seller and Buyer shall enter into an Assignment and Assumption Agreement substantially in the form attached hereto as Exhibit AC, and Seller shall deliver to Buyer such bills of sale, endorsements, consents, assignments and other good and sufficient instruments of conveyance and assignment (the "Conveyance Documents") as the parties and their respective counsel shall deem reasonably necessary or appropriate to vest in Buyer all right, title and interest in, to and under the Purchased Assets, including without limitation a Patent Assignment Agreement in the form reasonably requested by Buyer (the "Patent Assignment Agreement"). (iiivii) Each of Seller and Buyer shall execute and deliver each of the Ancillary Agreements to be entered into by it at the Closing, in each case substantially in the form attached as an Exhibit to this Agreement. (ivviii) Without prejudice to Buyer's rights under Section 9.02 and Articles X and XI, Seller shall deliver to Buyer revised schedules to this Agreement updating the information shown thereon to the Closing Date. (v) Seller and Buyer The parties hereto shall execute and deliver all such instruments, documents and certificates as may be reasonably requested by the other party parties that are necessary, appropriate or desirable for the consummation at the Closing of the transactions contemplated by this Agreement. (ix) Seller shall deliver to Buyer, in a form reasonably satisfactory to Buyer, a detailed description of the sources and uses of cash since January 1, 2005 so that Buyer can confirm, among other matters, that no cash has been used to pay for transactional related bonuses and expenses.