Common use of Unadjusted Purchase Price Clause in Contracts

Unadjusted Purchase Price. At the Closing, in addition to assuming the Assumed Liabilities, Purchaser will pay for the Purchased Assets and the covenants of Seller and Parent included herein an aggregate purchase price in the amount of $14,250,000 (the "Unadjusted Purchase Price"), subject to adjustment as provided in Section 3.2 (as adjusted, the "Purchase Price"), which amount shall be payable as follows: (a) $13,250,000 of the Purchase Price (the "Cash Portion") shall be paid to Seller by wire transfer of immediately available funds to an account designated by Seller in writing; (b) $1,000,000 of the Purchase Price (the "Escrow Portion") shall be deposited with an escrow agent mutually acceptable to the parties (the "Escrow Agent") pursuant to the terms of an escrow agreement substantially in the form attached hereto as Exhibit C (the "Escrow Agreement") to be executed by Parent, Seller, Purchaser and the Escrow Agent on the Closing Date. The Escrow Portion of the Purchase Price shall be held in, and released from, escrow in accordance with the terms of the Escrow Agreement to secure Parent's and Seller's indemnity obligations pursuant to Section 10.3; and (c) any amounts payable after the Closing on account of adjustments to the Unadjusted Purchase Price pursuant to Section 3.2 shall be paid by the party required to make such payment in the amount and at the time specified in Section 3.2.

Unadjusted Purchase Price. (a) At the Closing, in addition the consideration to assuming the Assumed Liabilities, Purchaser will pay be paid by Buyer for the Purchased Assets Shares shall be equal to Two Hundred and the covenants of Seller and Parent included herein an aggregate purchase price in the amount of Four Million Dollars ($14,250,000 204,000,000) (the "Unadjusted Purchase Price"), subject to adjustment as provided in Section 3.2 2.03 (as adjusted, the "Purchase Price"), which amount shall be payable as follows: (a) $13,250,000 of the . The Unadjusted Purchase Price (the "Cash Portion") shall be paid as follows: (i) an amount equal to Seller the Unadjusted Purchase Price minus the Deposit shall be paid by the Buyer and (ii) pursuant to the terms of the Escrow Agreement, in accordance with joint written instructions of the Buyer and the Company, an amount equal to the Deposit shall be paid by the Escrow Agent, in each case by wire transfer of immediately available funds to an account such account(s) as shall have been designated by Seller the Estate Representative to the Buyer and the Escrow Agent in writing;writing prior to the Closing. (b) Of the Unadjusted Purchase Price, the Estate Representative shall hold Ten Million Dollars ($1,000,000 of the Purchase Price 10,000,000) in an interest bearing segregated account (the "Escrow PortionWorking Capital Adjustment Account") shall be deposited with an escrow agent mutually acceptable for purposes of any adjustment provided for in Section 2.03 and until such time as the Final Working Capital has been determined and any payment due to the parties (the "Escrow Agent") pursuant to the terms Buyer as a result of an escrow agreement substantially any adjustment provided for in the form attached hereto as Exhibit C (the "Escrow Agreement") to be executed by Parent, Seller, Purchaser and the Escrow Agent on the Closing Date. The Escrow Portion of the Purchase Price shall be held in, and released from, escrow in accordance with the terms of the Escrow Agreement to secure Parent's and Seller's indemnity obligations pursuant to Section 10.3; and2.03 has been made. (c) any amounts payable after Further, the Closing on account Estate Representative shall hold Seven Million Dollars ($7,000,000) of adjustments to the Unadjusted Purchase Price pursuant to Section 3.2 shall be paid in an interest bearing segregated account (the "Indemnity Account") for a period of six months following the Closing for the purpose of satisfying claims by Buyer for Buyer Indemnified Losses, provided, that if there is then pending a claim by the party required to make such payment Buyer for Buyer Indemnified Losses, the Estate Representative shall retain in the Indemnity Account, pending resolution of such claim, an amount and at equal to the time specified amount so claimed by the Buyer (but in Section 3.2no event more than the amount then remaining in the Indemnity Account).