Closing and Payment of Purchase Price. The closing of a purchase and sale pursuant to this Section 3 shall be held at the principal office of the Company in the State of Florida (or such other office as is designated by the purchasing parties) on or before 30 days following the date that the parties mutually agree on the Purchase Price or the determination of the accountants of the Purchase Price, as applicable, and in either case, in accordance with Section 3.5(a). The Purchase Price shall be paid by the purchasing person at the closing, in cash, or by the delivery of (i) one (1) or more certified or bank cashier's checks drawn and made payable to the order of the Selling Party for an amount equal to 25% of the Purchase Price (or more at the election of the purchasing person), and (ii) one (1) or more non-recourse promissory notes in an amount equal to the balance of such Purchase Price executed by the purchasing parties. Any promissory note delivered pursuant to this Section 3.5(b) shall contain terms providing for (i) annual interest accruing at a rate equal to the lesser of (a) the Wxxxx Fargo Bank commercial reference (prime) lending rate, compounded annually, and adjusted concurrently with any adjustments to any such prime rate, or (b) the maximum non-usurious rate then permitted by law (if the usury laws are applicable), and (ii) payments of equal quarterly installments of principal and interest commencing on the first day of the first calendar quarter following the closing of the purchase of the Selling Party's Stock so that the entire principal amount is fully amortized over a five (5) year period. In addition, any such promissory note may be prepaid at any time without prepayment penalty. In order to secure the repayment of the promissory note described above, the purchasing parties shall grant a security interest in favor of the Selling Party in and to the stock purchased by such purchasing parties and the purchasing parties hereby agree to execute any and all documents, instruments and/or agreements reasonably necessary to create, perfect and continue such security interest including, without limitation, Uniform Commercial Code financing and continuation statements and other security instruments.
Closing and Payment of Purchase Price. The Closing shall occur on the Loan Sale Closing Date, and, at Seller's option, be either by mail or conducted in person at a place designated by Seller. Buyer shall pay to Seller at the Closing, by wire transfer of immediately available funds the amount of the Purchase Price. Wire transfers shall be made to Seller's account in accordance with such instructions as Seller shall notify to Buyer in writing on or prior to the Loan Sale Closing Date.
Closing and Payment of Purchase Price. 6.1. At the closing of any purchase and sale pursuant to this Agreement, the Shareholder shall deliver:
(a) Certificates representing the Shares which are being purchased and sold pursuant to this Agreement, endorsed in blank;
(b) All documents which the Corporation's counsel shall reasonably deem necessary or advisable in order to accomplish a complete Transfer of the Shares to the Corporation;
(c) If applicable, the written resignation of the Shareholder as an officer, director and employee of the Corporation and/or its affiliates; and
(d) The written termination of the Agency Agreement between Proformance and the Shareholder or the Agency.
6.2. Payment of the total purchase price due to the Shareholder, in any sale pursuant to this Agreement, shall be made as follows:
(a) If the Corporation has assigned its right to purchase the Shares to any third party as permitted by this Agreement, said third party shall pay at the closing an amount equal to the total purchase price as determined by Article 5 of this Agreement;
(b) If the Corporation has not assigned its right to purchase the Shares to a third party, then the Corporation shall pay at closing such amounts as it is able to pay, subject to the following conditions precedent;
(i) The Corporation must have cash on hand to enable it to make a payment to the Shareholder without adversely impairing the Corporation's and its affiliates' ability to operate safely and efficiently pursuant to the regulations of the New Jersey Department of Insurance; OFFERING MEMORANDUM #102
(ii) Any disbursements made by the Corporation or its affiliates for the purpose of making any payment to the Shareholder shall not cause the capital and surplus of Proformance to become "impaired" as defined by N.J.
Closing and Payment of Purchase Price. 2.1 Progress toward Closing shall be made with all deliberate speed by the Parties hereto.
2.2 A Closing (the “Closing”) shall take place immediately following the closing of the transactions contemplated by that certain Share Purchase and Sale Agreement of even date herewith, by and among Buyer, Forest Oil Corporation, Anschutz South Africa Corporation, Forest Exploration International, and Anschutz Overseas (SA) (PTY) LTD (the “Forest-Anschutz Agreement”), at the Denver, Colorado offices of Forest Netherlands’ parent company, Forest Oil Corporation, located at Xxxxx 0000, 000 Xxxxxxxxxxx Xx, Xxxxxx, Xxxxxxxx 00000 XXX. The date on which the closing occurs is referred to herein as the “Closing Date.”
2.3 At the Closing, Seller shall transfer to the Purchaser, by all necessary and appropriate instruments of transfer, all rights, title and interest in and to the Purchased Shares, and the Purchaser shall pay the Purchase Price to the Seller by wire transfer in immediately available funds to one or more bank accounts designated by the Seller at least five (5) days prior to Closing.
2.4 At least five (5) Business Days before the Closing, the Purchase Price shall be adjusted upward by the amount of actual reasonable and necessary expenditures of the Company incurred from and after the Effective Date (such adjusted amount being referred to hereinafter as the “Adjusted Purchase Price”). However, following execution hereof, any anticipated expenditure falling hereunder that is reasonably anticipated to equal or exceed US$100 000-00 (one hundred thousand US Dollars) shall be approved in writing by Purchaser before it is incurred (such approval not to be unreasonably withheld). A current estimate of such anticipated costs is included here in Schedule B. 2.5 Within thirty (30) days after Closing, Sellers shall account to Purchaser all amounts to be considered in reaching the Adjusted Purchase Price under Section 2.4. If at such time there is any discrepancy between the amount paid at Closing and the finally determined Adjusted Purchase Price, then Purchaser shall pay to Seller any shortfall or Seller shall refund to Purchaser any overpayment, as the case may be, within five (5) Business Days of such final determination (any such payment, a “Post-Closing Adjustment”). Notwithstanding any other provision of this Agreement to the contrary, neither party will be required to make a payment for a Post-Closing Adjustment pursuant to this Section 2.4 unless and until the amo...
Closing and Payment of Purchase Price. The closing of the First Tranche, which will take place as promptly as practicable, shall occur immediately upon the satisfaction or waiver of the conditions set forth in Section 5 and Section 6 of this Agreement (the “First Tranche Closing Date”). For certainty and in addition to the other documents required to be executed and delivered in respect of the First Tranche, the CVR, the Notes, the Escrow Agreement – Claim Proceeds Account and the GSA shall be executed by the parties on the First Tranche Closing Date and held in escrow pursuant to this Agreement. Upon the First Tranche Closing Date, the Investor shall; (i) pay the First Tranche Price by wire transfer in immediately available funds or such other method of payment acceptable to the Corporation to the account specified on Schedule “E”; and (ii) deposit the Second Tranche Price into the Second Tranche Price Escrow Account. The closing of the Second Tranche shall occur upon the earlier of: (i) the date that is two (2) Business Days following the date that Exchange Approval (including, for certainty, all necessary approvals from the Shareholders), on terms acceptable to the Investor, acting reasonably, is received for the issuance of the Second Tranche Shares; and (ii) the date that is six months from the First Tranche Closing Date or such other date as may be agreed to between the parties in writing (being the “Second Tranche Closing Date”). The closing will take place at the Vancouver offices of Blake, Xxxxxxx & Xxxxxxx LLP (“Blakes”), counsel to the Corporation.
Closing and Payment of Purchase Price. Immediately upon receipt by LDM of the proceeds of the Insurance Policies owned on the life of a deceased Shareholder, the legal representative of the deceased Shareholder and LDM shall close the sale and purchase of such stock (the "Closing"). The Closing shall take place at the principal office of LDM as follows. The Closing date shall be established by LDM, which shall provide written notice to the legal representative of the deceased Shareholder at least seven (7) days prior to the Closing. At the Closing, LDM will pay for the LDM stock by certified or bank cashiers check, and the legal representative of the deceased Shareholder will deliver the certificates representing such stock to be sold, duly endorsed for transfer, free and clear of all liens, encumbrances and claims whatsoever. If the legal representative of the deceased Shareholder protests the Closing, does not attend the Closing, or otherwise does not deliver the appropriate stock certificates and/or stock assignments at the Closing, then the purchase price of the stock shall be segregated by LDM in a separate interest-bearing account, and LDM will adjust its transfer books to reflect that the shares of stock being sold have been canceled. Each Shareholder hereby irrevocably appoints the Secretary, Assistant Secretary and any other officer of LDM as his true and lawful attorney-in-fact to execute and deliver in his place and stead all stock certificates, instruments and documents necessary or incidental to the conveyance and transfer of the stock sold at the Closing. This power of attorney is irrevocable and is coupled with an interest and does not terminate on the disability or death of any Shareholder, but continues for so long as this Agreement is in effect. If a Shareholder's LDM stock is owned in a trust at the date of his death, then, for purposes of this Agreement, the term "legal representative" shall mean the trustee or successor trustee of such trust.
Closing and Payment of Purchase Price. The total Purchase Price will be paid by cheque to the Issuer upon the execution of this Agreement, and will be held in trust by the Issuer until the Time of Closing on the Closing Date. At the Time of Closing, the Issuer will deliver to the Subscriber a share certificate, representing the Securities, against payment of the Purchase Price by the Subscriber to the Issuer.
Closing and Payment of Purchase Price. If any offer made pursuant to Section 3.8.1 is accepted by University or an Approved Purchaser, the closing thereon shall occur within ninety (90) days of acceptance of Home Owner’s offer, and the purchase price shall be paid in cash as follows:
(a) to Home Owners’ Lender or Lenders as their respective interests may appear or by assumption of the Mortgage or Mortgages as arranged by the purchaser;
(b) in payment of necessary closing costs customarily charged to buyers and sellers, including by way of example, but not limitation, title insurance premiums, documentary transfer tax and escrow fees; and
(c) the remainder to Home Owner. Real property taxes and assessments shall be prorated to the date of closing. The purchase, possession, occupancy and use of the Residence shall be subject at all times before and after the sale to all the terms and conditions of this Declaration.
Closing and Payment of Purchase Price. The closing of this ------------------------------------- transaction shall be held and the closing date shall be as may be mutually agreed by the Parties. The Buyer's obligations to close hereunder are expressly contingent upon the contingencies herein stated and the accuracy of the representations and warranties of the Sellers contained herein. Upon receipt of such instruments of transfer, so long as Sellers have timely performed each and every obligation, covenant, representation or warranty contained herein, along with receipt of the approval of the Bankruptcy Court and the Bankruptcy Court's granting of clear titles free of all encumbrances, in exchange thereof, the Buyer agrees and to pay the purchase price of Five Hundred Thousand ($500,000) in cash by certified or cashier's check on the closing date for all of the assets described above. From time to time, at Buyer's request, the Sellers will execute and deliver such further instruments of conveyance and transfer and take such other action as the Buyer may reasonably require to effectively convey and transfer ownership and possession of the assets purchased hereunder to the Buyer.
Closing and Payment of Purchase Price. 10 SECTION 11. Transfer Upon Termination of Employment................................................ 11
