Common use of Balance of Purchase Price Clause in Contracts

Balance of Purchase Price. Buyer shall pay the balance of the Purchase Price to Escrow Agent in good and immediately available funds by a single wire transfer in accordance with Escrow Agent’s Wiring Instructions no later than 2:00 p.m. Eastern Time on the Closing Date and Escrow Agent shall immediately upon Closing disburse in accordance with the Closing Statement. Buyer agrees that wired funds must be received in Escrow Agent’s account pursuant to the Escrow Agent’s Wiring Instructions prior to 2:00 p.m. Eastern Time on the Closing Date in order for Seller to receive the benefit of such funds. Accordingly, if wired funds are received after 2:00 p.m. Eastern Time on any day, they shall not be deemed received until the following Business Day. If Escrow Agent does not receive wired funds prior to 2:00 p.m. Eastern Time on the Closing Date and Seller elects not to exercise any of its default remedies, Buyer shall pay Seller $5,000.00 per day from the Closing Date until the wired funds are deemed to have been received. Except as provided in the last sentence of Section 3.1 above and the seventh sentence of this Section 3.2, Buyer shall not be entitled to any credits on the Closing Statement including, without limitation, any credit with respect to Escrowed Funds. In addition, Buyer acknowledges and agrees that it shall not be entitled to receive the Escrowed Funds after the Closing Date and that it shall be solely responsible for establishing and funding the Escrowed Funds under the Loan Documents upon Closing, which obligation shall survive Closing. Subject to Section 3.4 and notwithstanding Sections 3.6 and 3.7, if any principal payments are received by Seller from or on behalf of Borrower on account of the Loan after the Cut-Off Date and prior to Closing, the Purchase Price shall be adjusted to equal the then outstanding principal balance of the Loan (after application of said principal payments) multiplied by the Applicable Bid Percentage. Notwithstanding anything contained herein to the contrary, if, on the Closing Date, Borrower is a debtor in bankruptcy proceedings filed under the United States Bankruptcy Code (“Bankruptcy Proceedings”) and Special Servicer has actual knowledge of the Bankruptcy Proceedings, then DocuSign Envelope ID: 71F2AF04-7D64-469E-B64F-6D74397F087E Buyer shall pay to Seller at Closing, in addition to the Purchase Price reflected in Part I of this Agreement, an amount equal to the amount of the Escrows and Seller shall wire transfer the Escrows to Buyer within ten (10) Business Days of Closing. In addition, notwithstanding anything contained herein to the contrary, if, on the Closing Date, Borrower is not a debtor under any Bankruptcy Proceedings but the Escrows or any portion thereof are subject to a bankruptcy stay under any Bankruptcy Proceedings (the “Bankruptcy Stay”) and Special Servicer has actual knowledge of such Bankruptcy Stay, then Buyer shall pay to Seller at Closing, in addition to the Purchase Price reflected in Part I of this Agreement, an amount equal to the amount of the Escrows that are subject to the Bankruptcy Stay and Seller shall wire transfer the portion of the Escrows that are subject to the Bankruptcy Stay to Buyer within ten (10) Business Days of Closing.

Balance of Purchase Price. Buyer shall pay At the Closing, the balance of the Purchase Price to Escrow Agent Price, less the Retained Funds and any apportionments set forth in good and Section 7.a hereof shall be paid in full by Buyer by wire transfer of immediately available funds funds, as Seller shall direct. The Retained Funds shall be retained by a single Buyer and shall be held and disbursed as provided herein. The Retained Funds shall be payable to Seller by wire transfer of immediately available federal funds within ten (10) days after the expiration or sooner termination of the Lease (other than any termination arising from the occurrence of any "Event of Default" (as such term is defined in accordance with Escrow Agent’s Wiring Instructions no later than 2:00 p.m. Eastern Time on the Closing Date and Escrow Agent Lease) by STC Leasing Associates, LLC, a Georgia limited liability company, or its successors, legal representatives or assigns ("Tenant") in which event the terms of the Lease shall immediately upon Closing disburse in accordance with govern its disposition. Transfer of the Closing Statement. Buyer agrees that wired funds must Retained Funds shall be received in Escrow Agent’s to an account pursuant or accounts to the Escrow Agent’s Wiring Instructions be designated by Seller or Seller's designee prior to 2:00 p.m. Eastern Time on such date. The Retained Funds shall be held by Buyer as the Closing Date in order for property of Seller; provided, however, at the Closing, Seller to receive the benefit of such funds. Accordingly, if wired funds are received after 2:00 p.m. Eastern Time on any day, they shall not be deemed received until the following Business Day. If Escrow Agent does not receive wired funds prior to 2:00 p.m. Eastern Time on the Closing Date and Seller elects not to exercise any of its default remedies, Buyer shall pay Seller $5,000.00 per day from the Closing Date until the wired funds are deemed to have been received. Except delivered the Retained Funds to Buyer as provided in security for the last sentence faithful observance and performance by Tenant of Section 3.1 above all of the terms, covenants and conditions under the seventh sentence of this Section 3.2Lease to be observed and performed by Tenant, Buyer shall not be entitled to any credits on the Closing Statement including, without limitation, any credit with respect the surrender of possession of the Property to Escrowed Buyer as provided in the Lease and provided further Buyer shall retain and own all interest on the Retained Funds. In additionSeller hereby acknowledges, Buyer acknowledges ratifies and agrees confirms (which acknowledgment, ratification and confirmation shall be deemed remade at the Closing) that it shall not be entitled receive at Closing good and valuable consideration (including, without limitation, the financial benefits that will inure to receive Seller by virtue of Tenant's occupancy and operation of the Escrowed Property under the Lease) in exchange for its delivery of the Retained Funds after for the benefit of Tenant as security for the observance and performance by Tenant of its duties and obligations under the Lease. The provisions of this Section 3.d shall survive the Closing Date and that it shall be solely responsible for establishing remain in full force and funding effect until such time as the Escrowed Retained Funds under have been remitted pursuant to the Loan Documents upon Closing, which obligation shall survive Closing. Subject to provisions of this Section 3.4 and notwithstanding Sections 3.6 and 3.7, if any principal payments are received by Seller from 3.d or on behalf the provisions of Borrower on account Section 4.13 of the Loan after the Cut-Off Date and prior to Closing, the Purchase Price shall be adjusted to equal the then outstanding principal balance of the Loan (after application of said principal payments) multiplied by the Applicable Bid Percentage. Notwithstanding anything contained herein to the contrary, if, on the Closing Date, Borrower is a debtor in bankruptcy proceedings filed under the United States Bankruptcy Code (“Bankruptcy Proceedings”) and Special Servicer has actual knowledge of the Bankruptcy Proceedings, then DocuSign Envelope ID: 71F2AF04-7D64-469E-B64F-6D74397F087E Buyer shall pay to Seller at Closing, in addition to the Purchase Price reflected in Part I of this Agreement, an amount equal to the amount of the Escrows and Seller shall wire transfer the Escrows to Buyer within ten (10) Business Days of Closing. In addition, notwithstanding anything contained herein to the contrary, if, on the Closing Date, Borrower is not a debtor under any Bankruptcy Proceedings but the Escrows or any portion thereof are subject to a bankruptcy stay under any Bankruptcy Proceedings (the “Bankruptcy Stay”) and Special Servicer has actual knowledge of such Bankruptcy Stay, then Buyer shall pay to Seller at Closing, in addition to the Purchase Price reflected in Part I of this Agreement, an amount equal to the amount of the Escrows that are subject to the Bankruptcy Stay and Seller shall wire transfer the portion of the Escrows that are subject to the Bankruptcy Stay to Buyer within ten (10) Business Days of ClosingLease."

Balance of Purchase Price. Buyer shall pay the balance of the Purchase Price to Escrow Agent in good and immediately available funds by a single wire transfer in accordance with Escrow Agent’s 's Wiring Instructions no later than 2:00 p.m. Eastern Time on the Closing Date and Escrow Agent shall immediately upon Closing disburse in accordance with the Closing Statement. Buyer agrees that wired funds must be received in Escrow Agent’s account pursuant to the Escrow Agent’s Wiring Instructions prior to 2:00 p.m. Eastern Time on the Closing Date in order for Seller to receive the benefit of such funds. Accordingly, if wired funds are received after 2:00 p.m. Eastern Time on any day, they shall not be deemed received until the following Business Day. If Escrow Agent does not receive wired funds prior to 2:00 p.m. Eastern Time on the Closing Date and Seller elects not to exercise any of its default remedies, Buyer shall pay Seller $5,000.00 per day from the Closing Date until the wired funds are deemed to have been receivedDate. Except as provided in the last sentence of Section 3.1 above and the seventh fourth sentence of this Section 3.2, Buyer shall not be entitled to any credits on the Closing Statement including, without limitation, any credit with respect to Escrowed Funds. In addition, Buyer Xxxxx acknowledges and agrees that it shall not be entitled to receive the Escrowed Funds after the Closing Date and that it shall be solely responsible for establishing and funding the Escrowed Funds under the Loan Documents upon Closing, which obligation shall survive Closing. Subject to Section 3.4 and notwithstanding Sections 3.6 and 3.7, if any principal payments are received by Seller from or on behalf of Borrower on account of the Loan after the Cut-Off Date and prior to Closing, the Purchase Price shall be adjusted to equal the then outstanding principal balance of the Loan (after application of said principal payments) multiplied by the Applicable Bid Percentage. Notwithstanding anything contained herein to the contrary, if, on the Closing Date, Borrower is a debtor in bankruptcy proceedings filed under the United States Bankruptcy Code (“"Bankruptcy Proceedings”") and Special Servicer has actual knowledge of the Bankruptcy Proceedings, then DocuSign Envelope ID: 71F2AF04-7D64-469E-B64F-6D74397F087E Buyer shall pay to Seller at Closing, in addition to the Purchase Price reflected in Part I of this Agreement, an amount equal to Agreement shall be increased at Closing by the amount of the Escrows and Seller shall wire transfer the Escrows to Buyer within ten (10) Business Days of Closing. In addition, notwithstanding anything contained herein to the contrary, if, on the Closing Date, Borrower is not a debtor under any Bankruptcy Proceedings but the Escrows or any portion thereof are subject to a bankruptcy stay under any Bankruptcy Proceedings (the “"Bankruptcy Stay”") and Special Servicer has actual knowledge of such Bankruptcy Stay, then Buyer shall pay to Seller at Closing, in addition to the Purchase Price reflected in Part I of this Agreement, Agreement shall be increased at Closing in an amount equal to the amount of the Escrows that are is subject to the Bankruptcy Stay and Seller shall wire transfer the portion of the Escrows that are is subject to the Bankruptcy Stay to Buyer within ten (10) Business Days of Closing.

Balance of Purchase Price. Buyer The balance of the Purchase Price, ------------------------- subject to the provisions and adjustments permitted or required by this Agreement against the cash portion of the Purchase Price, shall pay be paid as follows: (1) The sum of Two Hundred Thousand Dollars ($200,000.00) by confirmed wire transfer at Closing from the Escrow Agent. The balance of the Xxxxxxx Money shall be returned to Purchaser at Closing. (2) Execution and delivery of a non-recourse promissory note in an amount equal to the balance of the Purchase Price after all adjustments and prorations (the "Note"), secured by an irrevocable standby letter of credit due and payable on January 6, 1998 (the "Letter of Credit") to Escrow Agent in good and immediately available funds be issued by Capital City Bank, Tallahassee, Florida (the "Bank") upon receipt of a single confirmed wire transfer in accordance with Escrow Agent’s Wiring Instructions no later than 2:00 p.m. Eastern Time of said funds from Purchaser. All interest or earnings of any nature on the Closing Date and Escrow Agent shall immediately upon Closing disburse in accordance funds deposited with the Closing Statement. Buyer agrees that wired funds must be received in Escrow Agent’s account pursuant Bank shall accrue solely to the Escrow Agent’s Wiring Instructions prior to 2:00 p.m. Eastern Time on the Closing Date in order for Seller to receive the benefit of such fundsSeller, and shall be paid to Seller with the proceeds of the Letter of Credit on January 6, 1998. AccordinglyPurchaser shall pay all costs and fees charged by the Bank for its services, if wired funds are received after 2:00 p.m. Eastern Time on any day, they which shall not exceed $2,500. Any Bank costs and fees in excess of $2,500 shall be deemed received until paid by Seller. The sole security and the following Business Day. If Escrow Agent does not receive wired funds prior to 2:00 p.m. Eastern Time on sole source of payment for the Closing Date Note shall be the Letter of Credit, or the proceeds thereof, and Seller elects shall not look to exercise Purchaser, the Property or any other source for payment. Purchaser shall have fully performed its obligations under this Agreement, and shall have no liability to the Bank or to Seller under the Note, the Letter of its default remediesCredit, Buyer shall pay Seller $5,000.00 per day from and any agreement and/or instruments relating thereto, once the Closing Date until funds securing the wired funds are deemed to Letter of Credit have been receiveddeposited with the Bank. Except Seller shall execute such waivers as provided in may be required by the last sentence title insurer of Section 3.1 above and all legal and/or equitable claims to the seventh sentence Property for repayment of this Section 3.2the Note, Buyer shall not be entitled to any credits on the Closing Statement including, without limitation, any credit with respect to Escrowed Fundsclaim of a vendor's lien. In addition, Buyer acknowledges and agrees that it shall not be entitled to receive the Escrowed Funds after the Closing Date and that it The Note shall be solely responsible for establishing non-interest bearing and funding the Escrowed Funds under the Loan Documents upon Closing, which obligation shall survive Closing. Subject to Section 3.4 mature and notwithstanding Sections 3.6 become due and 3.7, if any principal payments are received by Seller from or payable on behalf of Borrower on account of the Loan after the Cut-Off Date and prior to Closing, the Purchase Price shall be adjusted to equal the then outstanding principal balance of the Loan (after application of said principal payments) multiplied by the Applicable Bid Percentage. Notwithstanding anything contained herein to the contrary, if, on the Closing Date, Borrower is a debtor in bankruptcy proceedings filed under the United States Bankruptcy Code (“Bankruptcy Proceedings”) and Special Servicer has actual knowledge of the Bankruptcy Proceedings, then DocuSign Envelope ID: 71F2AF04-7D64-469E-B64F-6D74397F087E Buyer shall pay to Seller at Closing, in addition to the Purchase Price reflected in Part I of this Agreement, an amount equal to the amount of the Escrows and Seller shall wire transfer the Escrows to Buyer within ten (10) Business Days of Closing. In addition, notwithstanding anything contained herein to the contrary, if, on the Closing Date, Borrower is not a debtor under any Bankruptcy Proceedings but the Escrows or any portion thereof are subject to a bankruptcy stay under any Bankruptcy Proceedings (the “Bankruptcy Stay”) and Special Servicer has actual knowledge of such Bankruptcy Stay, then Buyer shall pay to Seller at Closing, in addition to the Purchase Price reflected in Part I of this Agreement, an amount equal to the amount of the Escrows that are subject to the Bankruptcy Stay and Seller shall wire transfer the portion of the Escrows that are subject to the Bankruptcy Stay to Buyer within ten (10) Business Days of Closing.January 6,

Balance of Purchase Price. Buyer The balance of the Purchase Price, subject ------------------------- to the provisions and adjustments permitted or required by this Agreement against the Purchase Price, shall pay be paid as follows: (1) The sum of Two Hundred Thousand Dollars ($200,000.00) by confirmed wire transfer at Closing from the Escrow Agent. The balance of the Xxxxxxx Money shall be returned to Purchaser at Closing. (2) Execution and delivery of a promissory note in an amount equal to the balance of the Purchase Price after all adjustments and prorations (the "Note"), secured by an irrevocable standby Letter of Credit due and payable on January 6, 1998 (the "Letter of Credit") to Escrow Agent in good and immediately available funds be issued by either Wilmington Trust (Delaware); First Trust (Pennsylvania); or First Union Bank (Pennsylvania) (the "Bank") upon receipt of a single confirmed wire transfer in accordance with Escrow Agent’s Wiring Instructions no later than 2:00 p.m. Eastern Time of said funds from Purchaser. All interest or earnings of any nature on the Closing Date and Escrow Agent shall immediately upon Closing disburse in accordance funds deposited with the Closing StatementBank shall accrue solely to thc benefit of Purchaser. Buyer agrees that wired funds must Purchaser shall pay all costs and fees charged by the Bank for its services. The security for the Note shall be received in Escrow Agent’s account pursuant the Letter of Credit, or the proceeds thereof. Seller shall not look to the Escrow Agent’s Wiring Instructions prior property for payment. Seller shall execute such waivers as may be required by the title insurer of all legal and/or equitable claims to 2:00 p.m. Eastern Time on the Closing Date in order Property for Seller to receive repayment of the benefit of such funds. AccordinglyNote, if wired funds are received after 2:00 p.m. Eastern Time on any day, they shall not be deemed received until the following Business Day. If Escrow Agent does not receive wired funds prior to 2:00 p.m. Eastern Time on the Closing Date and Seller elects not to exercise any of its default remedies, Buyer shall pay Seller $5,000.00 per day from the Closing Date until the wired funds are deemed to have been received. Except as provided in the last sentence of Section 3.1 above and the seventh sentence of this Section 3.2, Buyer shall not be entitled to any credits on the Closing Statement including, without limitation, any credit with respect to Escrowed Fundsclaim of a vendor's lien. In additionThe Note shall bear Xx. Xxxxxxx Xxxxxx, Buyer acknowledges President Xxxxxxx Preservation, Inc. October 15, 1997 Page 3 ________________________________________________________________________________ interest at the rate of 5% per annum and agrees that it shall not be entitled to receive the Escrowed Funds after the Closing Date and that it shall be solely responsible for establishing paid in a single installment of principal and funding accrued interest on January 6, 1998. The Note shall be paid together with the Escrowed Funds accrued interest at 5% per annum on January 6, 1998, by Purchaser. If the Note and accrued interest are not paid in accordance with these terms, Seller may demand payment under the Loan Documents upon ClosingLetter of Credit. Upon such payment, which obligation the Note shall survive Closingbe deemed paid in full, satisfied, canceled and shall be returned to Purchaser. Subject to Section 3.4 Seller shall further execute such waivers, estoppels or other instruments as Purchaser's lender may require. The Xxxxxxx Money and notwithstanding Sections 3.6 all interest thereon, all adjustments, prorations and 3.7other credits, if any principal payments are received by Seller from or on behalf any, shall be credited against the cash portion of Borrower on account of the Loan after the Cut-Off Date and prior to Closing, the Purchase Price shall be adjusted at Closing with the remaining Xxxxxxx Money being returned to equal the then outstanding principal balance of the Loan (after application of said principal payments) multiplied by the Applicable Bid Percentage. Notwithstanding anything contained herein to the contrary, if, on the Closing Date, Borrower is a debtor in bankruptcy proceedings filed under the United States Bankruptcy Code (“Bankruptcy Proceedings”) and Special Servicer has actual knowledge of the Bankruptcy Proceedings, then DocuSign Envelope ID: 71F2AF04-7D64-469E-B64F-6D74397F087E Buyer shall pay to Seller Purchaser at Closing, in addition to the Purchase Price reflected in Part I of this Agreement, an amount equal to the amount of the Escrows and Seller shall wire transfer the Escrows to Buyer within ten (10) Business Days of Closing. In addition, notwithstanding anything contained herein to the contrary, if, on the Closing Date, Borrower is not a debtor under any Bankruptcy Proceedings but the Escrows or any portion thereof are subject to a bankruptcy stay under any Bankruptcy Proceedings (the “Bankruptcy Stay”) and Special Servicer has actual knowledge of such Bankruptcy Stay, then Buyer shall pay to Seller at Closing, in addition to the Purchase Price reflected in Part I of this Agreement, an amount equal to the amount of the Escrows that are subject to the Bankruptcy Stay and Seller shall wire transfer the portion of the Escrows that are subject to the Bankruptcy Stay to Buyer within ten (10) Business Days of Closing.

Balance of Purchase Price. Buyer shall pay the balance of the Purchase Price to Escrow Agent in good and immediately available funds by a single wire transfer in accordance with Escrow Agent’s Wiring Instructions no later than 2:00 p.m. Eastern Time on the Closing Date and Escrow Agent shall immediately upon Closing disburse in accordance with the Closing Statement. Buyer agrees that wired funds must be received in Escrow Agent’s account pursuant to the Escrow Agent’s Wiring Instructions prior to 2:00 p.m. Eastern Time on the Closing Date in order for Seller to receive the benefit of such funds. Accordingly, if wired funds are received after 2:00 p.m. Eastern Time on any day, they shall not be deemed received until the following Business Day. If Escrow Agent does not receive wired funds prior to 2:00 p.m. Eastern Time on the Closing Date and Seller elects not to exercise any of its default remedies, Buyer shall pay Seller $5,000.00 2,500.00 per day from the Closing Date until the wired funds are deemed to have been received. Except as provided in the last sentence of Section 3.1 above and the seventh fourth sentence of this Section 3.2, Buyer shall not be entitled to any credits on the Closing Statement including, without limitation, any credit with respect to Escrowed Funds. In addition, Buyer acknowledges and agrees that it shall not be entitled to receive the Escrowed Funds after the Closing Date and that it shall be solely responsible for establishing and funding the Escrowed Funds under the Loan Documents upon Closing, which obligation shall survive Closing. Subject to Section 3.4 and notwithstanding Sections 3.6 and 3.7, if any principal payments are received by Seller from or on behalf of Borrower on account of the Loan after the Cut-Off Date and prior to Closing, the Purchase Price shall be adjusted to equal the then outstanding principal balance of the Loan (after application of said principal payments) multiplied by the Applicable Bid Percentage. Notwithstanding anything contained herein to the contrary, if, on the Closing Date, Borrower is a debtor in bankruptcy proceedings filed under the United States Bankruptcy Code (“Bankruptcy Proceedings”) and Special Servicer has actual knowledge of the Bankruptcy Proceedings, then DocuSign Envelope ID: 71F2AF04-7D64-469E-B64F-6D74397F087E Buyer shall pay to Seller at Closing, in addition to the Purchase Price reflected in Part I of this Agreement, an amount equal to Agreement shall be increased at Closing by the amount of the Escrows and Seller shall wire transfer the Escrows to Buyer within ten (10) Business Days of Closing. In addition, notwithstanding anything contained herein to the contrary, if, on the Closing Date, Borrower is not a debtor under any Bankruptcy Proceedings but the Escrows or any portion thereof are subject to a bankruptcy stay under any Bankruptcy Proceedings (the “Bankruptcy Stay”) and Special Servicer has actual knowledge of such Bankruptcy Stay, then Buyer shall pay to Seller at Closing, in addition to the Purchase Price reflected in Part I of this Agreement, Agreement shall be increased at Closing in an amount equal to the amount of the Escrows that are is subject to the Bankruptcy Stay and Seller shall wire transfer the portion of the Escrows that are is subject to the Bankruptcy Stay to Buyer within ten (10) Business Days of Closing.