5Payment of Purchase Price Sample Clauses

5Payment of Purchase Price. At the Closing, Purchaser shall deliver the Purchase Price by wire transfer in immediately available funds to the following account of Seller: Xxxxxxxx Holdings Inc. Account Number 4054-5945 Citibank, N.A. New York, New York ABA NO. 0210-0008
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5Payment of Purchase Price. The Purchase Price, as increased or decreased by prorations and adjustments as herein provided and reduced by the amount of the Xxxxxxx Money, shall be payable in full at Closing in cash by wire transfer of immediately available federal funds to a bank account designated by Escrow Company (as such term is defined in Section 1.6 below) in writing to Purchaser prior to the Closing; provided, however, a portion of the Purchase Price attributable to the 12907 Property shall be credited to Purchaser by Purchaser’s assumption upon the Closing of the 12907 Loan as provided in Section 3.3.
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5Payment of Purchase Price. The Purchase Price shall be paid by Lessee at the Time of Closing by certified, cashier's, treasurer's or bank check(s) or wire transfer pursuant to instructions received from Lessor in accordance with the terms of the Agreement Regarding Related Transactions as reduced by the principal balance of any Fee Mortgage which Lessee has elected to, and has the right to, assume in accordance with the terms hereof.
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5Payment of Purchase Price. 18 Section 2.6Purchase and Sale of New Systems. 20 Section 2.7Purchase Price Adjustments. 20 DELIVERY AND INSTALLATION OF NEW SYSTEMS AND NEW BALANCE OF FACILITIES 22 Section 3.1Access to Site. 22 Section 3.2Delivery; Title; Risk of Loss. 22 Section 3.3Installation Services. 22 Section 3.4Commissioning Date Deadline. 24 Section 3.5Insurance. 24 Section 3.6Disposal; Right of First Refusal. 24 Section 3.7Third Party Warranties. 25 Section 3.8Access; Cooperation. 25 TABLE OF CONTENTS Page Section 3.9Performance Standards. 25 Section 3.10Coordination of Relationship. 26 WARRANTIES 26 Section 4.1Pre-Commissioning Equipment Warranty; Manufacturer’s Warranty. 26 Section 4.2Exclusions. 27 Section 4.3Disclaimers. 28 Section 4.4Title. 28 RECORDS AND AUDITS 29 Section 5.1Record-Keeping Documentation; Audit Rights. 29 Section 5.2Reports; Other Information. 30 REPRESENTATIONS AND WARRANTIES OF SELLER 30 Section 6.1Representations and Warranties of Seller. 30 Section 6.2Survival Period. 35
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Related to 5Payment of Purchase Price

  • Payment of Purchase Price The Purchase Price shall be paid as follows:

  • Purchase Price; Payment of Purchase Price In addition to the Assumed Liabilities described below, the aggregate consideration for the Subject Assets (the "Purchase Price") shall be the amount equal to $1.00 (the "Purchase Price").

  • Adjustment of Purchase Price NUMBER AND KIND OF SHARES OR NUMBER OF RIGHTS. The Purchase Price, the number and kind of shares covered by each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 11.

  • AMOUNT AND PAYMENT OF PURCHASE PRICE The total consideration and method of payment thereof are fully set out in Exhibit "A" attached hereto and made a part hereof.

  • Amount of Purchase Price The purchase price (“Purchase Price”) per Share for each Share which Optionee is entitled to purchase under the Options shall be $2.25 per Share.

  • Method of Payment of Purchase Price No later than 12:00 p.m. Eastern time on the Closing Date, Purchaser shall deposit with Escrow Agent the Purchase Price (less the Xxxxxxx Money Deposit), together with all other costs and amounts to be adjusted, pro-rated or paid by Purchaser at the Closing pursuant to the terms of this Agreement ("Purchaser's Costs"), by Federal Reserve wire transfer of immediately available funds to the account of Escrow Agent. Escrow Agent, following authorization by the parties at Closing, shall (i) pay to Seller by Federal Reserve wire transfer of immediately available funds to an account designated by Seller, the Purchase Price, subject to any costs or other amounts to be adjusted, pro-rated or paid by Seller at Closing pursuant to the terms of this Agreement, (ii) pay to the appropriate payees out of the proceeds of Closing payable to Seller all costs and amounts to be paid by Seller at Closing pursuant to the terms of this Agreement, and (iii) pay Purchaser's Costs to the appropriate payees at Closing pursuant to the terms of this Agreement. ARTICLE IV

  • Allocation of Purchase Price (a) No later than sixty (60) days after Closing or within a reasonable time thereafter as agreed by Sellers and Purchaser, Purchaser shall prepare and deliver to Sellers a proposed allocation of the Purchase Price (plus the Assumed Liabilities and any other Liabilities deemed assumed by the Purchaser for U.S. federal income Tax purposes) among the Transferred Assets which shall be prepared in a manner consistent with Section 1060 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”) (the “Proposed Allocation Schedule”). After receipt of the Proposed Allocation Schedule from Purchaser, the Sellers shall have fifteen (15) days to review the Proposed Allocation Schedule. The Proposed Allocation Schedule will be considered final and binding on the Parties unless Sellers communicate to Purchaser objections to the Proposed Allocation Schedule (an “Allocation Dispute Notice”). Sellers and Purchaser shall, within ten (10) days (or such longer period as Sellers and Purchaser may agree in writing) following delivery of an Allocation Dispute Notice (the “Allocation Resolution Period”), attempt in good faith to resolve their differences and prepare a final allocation schedule that is acceptable to both Sellers and Purchaser. If Sellers and Purchaser are unable to completely resolve any such differences within such ten (10) day period, the unresolved issues (the “Allocation Dispute”) shall be resolved by the Accounting Firm in accordance with Section 1.5(b) (once so resolved, the “Final Allocation Schedule”), subject to approval by the Bankruptcy Court. Purchaser and Sellers shall file all Tax Returns (including amended returns and claims for refund) and information reports in a manner consistent with the Final Allocation Schedule and shall not take any position for Tax purposes (including on IRS Form 8594 or in any audit or other examination or proceeding relating to Taxes) inconsistent with this Section 1.5 unless required to do so by applicable Law.

  • Purchase Price; Allocation of Purchase Price (a) The purchase price for the Purchased Assets and the Shares (the “Purchase Price”) is $3,000,000,000 (three billion dollars) in cash. The Purchase Price shall be paid as provided in Section 2.09 and shall be subject to adjustment as provided in Sections 2.09 and 2.11. Seller shall be treated as receiving a portion of the Purchase Price as agent for its Affiliates actually selling the Purchased Assets and the Shares consistent with the allocation of the Purchase Price pursuant to the Allocation Statement.

  • Calculation of Purchase Price The bank’s ownership interest in a security will be quantified one of two ways: (i) number of shares or other units, as applicable (in the case of equity securities) or (ii) par value or notational amount, as applicable (in the case of non-equity securities). As a result, the purchase price (except where determined pursuant to clause (ii) of the preceding paragraph) shall be calculated one of two ways, depending on whether or not the security is an equity security: (i) the purchase price for an equity security shall be calculated by multiplying the number of shares or other units by the applicable market price per unit; and (ii) the purchase price for a non-equity security shall be an amount equal to the applicable market price (expressed as a decimal), multiplied by the par value for such security (based on the payment factor most recently widely available). The purchase price also shall include accrued interest as calculated below (see Calculation of Accrued Interest), except to the extent the parties may otherwise expressly agree, pursuant to clause (ii) of the preceding paragraph. If the factor used to determine the par value of any security for purposes of calculating the purchase price, is not for the period in which the Bank Closing Date occurs, then the purchase price for that security shall be subject to adjustment post-closing based on a “cancel and correct” procedure. Under this procedure, after such current factor becomes publicly available, the Receiver will recalculate the purchase price utilizing the current factor and related interest rate, and will notify the Assuming Institution of any difference and of the applicable amount due from one party to the other. Such amount will then be paid as part of the settlement process pursuant to Article VIII.

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