Common use of Closing and Payment of Purchase Price Clause in Contracts

Closing and Payment of Purchase Price. a. The Closing of the sale of Shares shall talke place within 30 days of the delivery of the Offer. In the event of a sale of Shares from a deceased Shareholder, the Closing shall take place within 30 days of the appointment of personal representative but in no event more than 90 days from the date of death. b. At the Closing, the Selling Shareholder shall deliver to the Corporation the Share certificates for such Shares, or, if the Selling Shareholder’s Shares are held by a voting trust, he or she shall do all things necessary to cause delivery to the Corporation of Share certificates for such Shares, duly endorsed, accompanied by all documents necessary to effect a transfer, and the Selling Shareholder’s representation that he owns such Shares or has beneficial interest in such Shares free, clear and unencumbered, with full power to transfer them. Simultaneous with such transfer, the Corporation shall deliver to the Selling Shareholder its promissory note for the said purchase price for the Shares purchased by it in accordance with the following terms: (i) The full Purchase Price as determined in accordance with Paragraph 6 hereof shall be evidenced by the Corporation’s promissory note which shall be amortized by quarterly payments commencing with the next normal distribution to shareholders after the closing. Each payment shall be an amount equal to: the Corporation’s estimated earnings for such quarter (computed without reduction for any interest expense paid or accrued on account of promissory notes arising out of the purchase of Shares by the Corporation); multiplied by a fraction of a/b where “a” is the number of Shares and “b” is the sum of the number of Shares issued and outstanding plus the number of Shares purchased by the Corporation for which promissory notes are still outstanding. The final payment on said promissory note shall be an amount equal to the balance then due. In no event shall the payment of the promissory note for any year be less than the interest due and payable on such note. Interest on the unpaid principal amount shall be paid at the minimum monthly treasury rate as set forth in Internal Revenue Code Sections 1272-1274 and any successor provisions thereunder. The amount of cash distributed to the remaining shareholders of the Corporation during any quarter in which one or more promissory notes are outstanding shall not exceed the estimated earnings for such quarter, reduced by the principal and interest payments made for the quarter in payment of the promissory notes. (ii) The principal may be prepaid in whole or in part at any time, without penalty. (iii) The note will be unsecured.

Closing and Payment of Purchase Price. a. The Closing closing of a purchase and sale pursuant to this Section 3 shall be held at the principal office of the sale Company in the State of Shares shall talke place within 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 the Offer. In the event of a sale of Shares from a deceased Shareholder, the Closing shall take place within 30 days of the appointment of personal representative but in no event more than 90 days from the date of death. b. At the Closing, the Selling Shareholder shall deliver to the Corporation the Share certificates for such Shares, or, if the Selling Shareholder’s Shares are held by a voting trust, he or she shall do all things necessary to cause delivery to the Corporation of Share certificates for such Shares, duly endorsed, accompanied by all documents necessary to effect a transfer, and the Selling Shareholder’s representation that he owns such Shares or has beneficial interest in such Shares free, clear and unencumbered, with full power to transfer them. Simultaneous with such transfer, the Corporation shall deliver to the Selling Shareholder its promissory note for the said purchase price for the Shares purchased by it in accordance with the following terms: (i) The full Purchase Price as determined in accordance with Paragraph 6 hereof shall be evidenced by one (1) or more certified or bank cashier's checks drawn and made payable to the Corporation’s promissory note which shall be amortized by quarterly payments commencing with order of the next normal distribution to shareholders after the closing. Each payment shall be Selling Party for an amount equal to: to 25% of the Corporation’s estimated earnings for such quarter Purchase Price (computed without reduction for any interest expense paid or accrued on account more at the election of the purchasing person), and (ii) one (1) or more non-recourse promissory notes arising out of the purchase of Shares by the Corporation); multiplied by a fraction of a/b where “a” is the number of Shares and “b” is the sum of the number of Shares issued and outstanding plus the number of Shares purchased by the Corporation for which promissory notes are still outstanding. The final payment on said promissory note shall be 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 duepermitted 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 no event shall addition, any such promissory note may be prepaid at any time without prepayment penalty. In order to secure the payment repayment of the promissory note for any year be less than described above, the purchasing parties shall grant a security interest due in favor of the Selling Party in and payable on such note. Interest on the unpaid principal amount shall be paid at the minimum monthly treasury rate as set forth in Internal Revenue Code Sections 1272-1274 and any successor provisions thereunder. The amount of cash distributed to the remaining shareholders of stock purchased by such purchasing parties and the Corporation during purchasing parties hereby agree to execute any quarter in which one or more promissory notes are outstanding shall not exceed the estimated earnings for and all documents, instruments and/or agreements reasonably necessary to create, perfect and continue such quarter, reduced by the principal and security interest payments made for the quarter in payment of the promissory notes. (ii) The principal may be prepaid in whole or in part at any timeincluding, without penaltylimitation, Uniform Commercial Code financing and continuation statements and other security instruments. (iii) The note will be unsecured.

Closing and Payment of Purchase Price. a. The Closing closing of a purchase and sale pursuant to this Section 3 shall be held at the principal office of the sale Company in the State of Shares shall talke place within 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 the Offer. In the event of a sale of Shares from a deceased Shareholder, the Closing shall take place within 30 days of the appointment of personal representative but in no event more than 90 days from the date of death. b. At the Closing, the Selling Shareholder shall deliver to the Corporation the Share certificates for such Shares, or, if the Selling Shareholder’s Shares are held by a voting trust, he or she shall do all things necessary to cause delivery to the Corporation of Share certificates for such Shares, duly endorsed, accompanied by all documents necessary to effect a transfer, and the Selling Shareholder’s representation that he owns such Shares or has beneficial interest in such Shares free, clear and unencumbered, with full power to transfer them. Simultaneous with such transfer, the Corporation shall deliver to the Selling Shareholder its promissory note for the said purchase price for the Shares purchased by it in accordance with the following terms: (i) The full Purchase Price as determined in accordance with Paragraph 6 hereof shall be evidenced by one (1) or more certified or bank cashier's checks drawn and made payable to the Corporation’s promissory note which shall be amortized by quarterly payments commencing with order of the next normal distribution to shareholders after the closing. Each payment shall be Selling Party for an amount equal to: to 25% of the Corporation’s estimated earnings for such quarter Purchase Price (computed without reduction for any interest expense paid or accrued on account more at the election of the purchasing person), and (ii) one (1) or more non-recourse promissory notes arising out of the purchase of Shares by the Corporation); multiplied by a fraction of a/b where “a” is the number of Shares and “b” is the sum of the number of Shares issued and outstanding plus the number of Shares purchased by the Corporation for which promissory notes are still outstanding. The final payment on said promissory note shall be 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 Xxxxx 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 duepermitted 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 no event shall addition, any such promissory note may be prepaid at any time without prepayment penalty. In order to secure the payment repayment of the promissory note for any year be less than described above, the purchasing parties shall grant a security interest due in favor of the Selling Party in and payable on such note. Interest on the unpaid principal amount shall be paid at the minimum monthly treasury rate as set forth in Internal Revenue Code Sections 1272-1274 and any successor provisions thereunder. The amount of cash distributed to the remaining shareholders of stock purchased by such purchasing parties and the Corporation during purchasing parties hereby agree to execute any quarter in which one or more promissory notes are outstanding shall not exceed the estimated earnings for and all documents, instruments and/or agreements reasonably necessary to create, perfect and continue such quarter, reduced by the principal and security interest payments made for the quarter in payment of the promissory notes. (ii) The principal may be prepaid in whole or in part at any timeincluding, without penaltylimitation, Uniform Commercial Code financing and continuation statements and other security instruments. (iii) The note will be unsecured.

Closing and Payment of Purchase Price. a. The Closing 6.1 At the closing of any purchase by the Corporation 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; and (b) All documents which counsel for the Corporation shall reasonably deem necessary or advisable in order to accomplish a complete Transfer of the sale of Shares shall talke place within 30 days to the Corporation; 6.2 Payment of the delivery of total purchase price due to the Offer. In the event of a sale of Shares from a deceased Shareholder, the Closing shall take place within 30 days of the appointment of personal representative but in no event more than 90 days from the date of death. b. At the Closing, the Selling Shareholder shall deliver any sale made to the Corporation pursuant to Section 4.2(e) of this Agreement, shall be made as follows: (a) If the Share certificates for such SharesCorporation has assigned its right to purchase the Shares to any third party as permitted by this Agreement, orsaid third party shall pay at the closing, if the Selling Shareholder’s Shares are held by a voting trust, he or she shall do all things necessary to cause delivery an amount equal to the total purchase price as determined by Section 5 of this Agreement; (b) If the Corporation of Share certificates for such Shareshas not assigned its right to purchase the Shares to a third party, duly endorsed, accompanied by all documents necessary to effect a transfer, and the Selling Shareholder’s representation that he owns such Shares or has beneficial interest in such Shares free, clear and unencumbered, with full power to transfer them. Simultaneous with such transfer, then the Corporation shall deliver pay at closing such amounts as it is able to pay, subject to the Selling Shareholder its promissory note for the said purchase price for the Shares purchased by it in accordance with the following termsconditions precedent: (i) The full Purchase Price as determined in accordance with Paragraph 6 hereof shall be evidenced by Corporation must have cash on hand to enable it to make a payment to the Shareholder without adversely impairing the Corporation’s promissory note which shall be amortized by quarterly payments commencing with and PROFORMANCE INSURANCE COMPANY’S ability to operate safely and efficiently pursuant to the next normal distribution to shareholders after the closing. Each payment shall be an amount equal to: the Corporation’s estimated earnings for such quarter (computed without reduction for any interest expense paid or accrued on account of promissory notes arising out regulations of the purchase New Jersey Department of Shares by the Corporation); multiplied by a fraction of a/b where “a” is the number of Shares Banking and “b” is the sum of the number of Shares issued and outstanding plus the number of Shares purchased Insurance; (ii) Any disbursements made by the Corporation or PROFORMANCE INSURANCE COMPANY for which promissory notes the purpose of making any payment to the Shareholder shall not cause the capital and surplus of PROFORMANCE INSURANCE COMPANY to become “impaired” as defined by N.J.S.A. 17B:32-1(a) and any other applicable New Jersey law or regulation as amended from time to time; and (iii) If required by law, the New Jersey Department of Banking and Insurance must approve of the payment in writing. (c) The Corporation promises to pay interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance thereof at the rate of 25 bps over the LIBOR (London Interbank Offered Rate) rate of interest publicly announced semi-annually from the date the initial purchase price becomes due, payable semiannually, on the 1st day of the month beginning six months following the date the balance first becomes due. Payment of principal and interest on any amounts due are still outstandingto be made in lawful money of the United States of America at Community Bank of New Jersey. The final Any payment on said promissory note of principal and interest to the Shareholder after closing shall be an amount equal subject to the balance then due. In no event shall same conditions precedent set forth above regarding the payment of the promissory note for portion of the purchase price at closing; (d) If at any year be less than time during which there is an outstanding balance of the interest total purchase due and payable on such note. Interest on to the unpaid principal amount Shareholder, the Corporation commences a public or private offering of shares of any class of its capital, the Corporation shall be paid at obligated to allocate up to fifty (50%) percent of the minimum monthly treasury rate as set forth in Internal Revenue Code Sections 1272-1274 and any successor provisions thereunder. net proceeds of the offering to the Corporation for the exclusive purpose of making payments of the outstanding balance of the purchase price of the Shares, plus accrued interest, to Shareholder. 6.3 The Corporation shall have the right to offset against the payment or payments of the purchase price due from it to the Shareholder pursuant to Section 4.2(e), the amount of cash distributed all sums due from the Shareholder to the remaining shareholders Corporation and/or PROFORMANCE INSURANCE COMPANY, and to the extent so credited against the purchase price, such loan or other indebtedness shall be deemed to be and shall be canceled and discharged. Such credit against the purchase price shall is made regardless of the Corporation during due date of any quarter in which one such loan or more promissory notes are outstanding shall not exceed the estimated earnings for such quarter, reduced by the principal and interest payments made for the quarter in payment of the promissory notesother indebtedness. (ii) The principal may be prepaid in whole or in part at any time, without penalty. (iii) The note will be unsecured.

Closing and Payment of Purchase Price. a. The Closing closing of a purchase and sale pursuant to this Section 3 shall be held at the principal office of the sale Company in the State of Shares shall talke place within 30 days of Arizona (or such other office as is designated by the purchasing parties) on or before the one hundred and twentieth (120th) day after the delivery of the Offer. In the event first notice of a sale of Shares from a deceased Shareholder, the Closing shall take place within 30 days of the appointment of personal representative but in no event more than 90 days from the date of death. b. At the Closing, such purchasing parties’ election to purchase the Selling Shareholder shall deliver to the Corporation the Share certificates for such Shares, or, if the Selling ShareholderParty’s Shares are held by a voting trust, he or she shall do all things necessary to cause delivery to the Corporation of Share certificates for such Shares, duly endorsed, accompanied by all documents necessary to effect a transfer, and the Selling Shareholder’s representation that he owns such Shares or has beneficial interest in such Shares free, clear and unencumbered, with full power to transfer them. Simultaneous with such transfer, the Corporation shall deliver to the Selling Shareholder its promissory note for the said purchase price for the Shares purchased by it Stock in accordance with Sections 3.1-3.5, as applicable. The Purchase Price shall be paid by the following terms: Company at the closing, in cash, or by the delivery of (i) The full Purchase Price as determined in accordance with Paragraph 6 hereof shall be evidenced by one (1) or more certified or bank cashier’s checks drawn and made payable to the Corporation’s promissory note which shall be amortized by quarterly payments commencing with order of the next normal distribution to shareholders after the closing. Each payment shall be Selling Party for an amount equal to: to 25% of the Corporation’s estimated earnings for such quarter Purchase Price (computed without reduction for any interest expense paid or accrued on account more at the election of the purchasing person), and (ii) one (1) or more non-recourse promissory notes arising out of the purchase of Shares by the Corporation); multiplied by a fraction of a/b where “a” is the number of Shares and “b” is the sum of the number of Shares issued and outstanding plus the number of Shares purchased by the Corporation for which promissory notes are still outstanding. The final payment on said promissory note shall be 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 Xxxxx 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 duepermitted 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 no event shall addition, any such promissory note may be prepaid at any time without prepayment penalty. In order to secure the payment repayment of the promissory note for any year be less than described above, the purchasing parties shall grant a security interest due in favor of the Selling Party in and payable on such note. Interest on the unpaid principal amount shall be paid at the minimum monthly treasury rate as set forth in Internal Revenue Code Sections 1272-1274 and any successor provisions thereunder. The amount of cash distributed to the remaining shareholders of stock purchased by such purchasing parties and the Corporation during purchasing parties hereby agree to execute any quarter in which one or more promissory notes are outstanding shall not exceed the estimated earnings for and all documents, instruments and/or agreements reasonably necessary to create, perfect and continue such quarter, reduced by the principal and security interest payments made for the quarter in payment of the promissory notes. (ii) The principal may be prepaid in whole or in part at any timeincluding, without penaltylimitation, Uniform Commercial Code financing and continuation statements and other security instruments. (iii) The note will be unsecured.