Closing of Purchase and Sale and Payment of Purchase Price Sample Clauses

Closing of Purchase and Sale and Payment of Purchase Price. If the Company timely and validly elects to repurchase all or any portion of the Interest of the Defaulting Member in accordance with the provisions of Section 10.4(a) above, then the Company or its designee shall pay the Purchase Price (or proportionate amount thereof) for the applicable portion of the Vested Interest and/or Unvested Interest repurchased by the Company on the Bankruptcy Repurchase Date (as defined below), against delivery to the Company of the Defaulting Member’s Vested Interests and or/Unvested Interest being repurchased, as evidenced by the appropriate LLC Certificates, free and clear of all encumbrances, in cash by wire transfer of immediately available funds to such account(s) as are otherwise specified by the Defaulting Member in writing. The closing for the acquisition of the Vested Interest and/or Unvested Interest of the Defaulting Member shall be held at the principal office of the Company in Santa Monica, California on a business day designated by the Company within thirty (30) days after date of the Repurchase Notice given by the Company pursuant to Section 10.4(a) (the “Bankruptcy Repurchase Date”). The Defaulting Member shall deliver to the Company any LLC Certificates representing any Interests being repurchased by such Defaulting Member on the Bankruptcy Repurchase Date.
Sample 1
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Closing of Purchase and Sale and Payment of Purchase Price. If the Divorced Member or the Company timely and validly elects to purchase all or any portion of the vested and/or unvested Awarded Interest in accordance with the provisions of Sections 10.5(a) and/or 10.5(b) above, then the Divorced Member or the Company or its designee, as applicable, shall pay the Purchase Price (or proportionate amount thereof) for the applicable portion of the vested and/or unvested Awarded Interest purchased by the Divorced Member or the Company, as applicable, on the Divorce Repurchase Date (as defined below), against delivery to the Company of the vested Awarded Interests and/or unvested Awarded Interests being repurchased, as evidenced by the appropriate LLC Certificates, free and clear of all encumbrances, in cash by wire transfer of immediately available funds to such account(s) as are otherwise specified by the Spouse in writing. The closing for the acquisition of the Awarded Interest and/or the unvested Awarded Interests held by such Divorced Member’s Spouse shall be held at the principal office of the Company in Santa Monica, California on a business day designated by the Company within thirty (30) days after the later of (i) the date of the purchase-election notice given by the Divorced Member pursuant to Section 10.5(a), or (ii) the date of the Repurchase Notice given by the Company pursuant to Section 10.5(b) (the “Divorce Repurchase Date”). The Spouse of the Divorced Member shall deliver to the Company any LLC Certificates representing any Awarded Interests being repurchased from such Spouse on the Divorce Repurchase Date.
Sample 1
Closing of Purchase and Sale and Payment of Purchase Price. Except as otherwise set forth in Section 10.6(d)(v), if the Company elects to purchase all or any portion of the Interest of a Belvedere Member in accordance with the provisions of Section 10.6(a)(i), 10.6(a)(ii)(B), 10.6(b), 10.6(c), 10.6(d)(i) or 10.6(d)(iii) or the Other Members timely and validly elect to purchase all or any portion of the Interest of such Belvedere Member in accordance with the provisions of Section 10.6(a)(ii)(A) or 10.6(d)(ii) above, then the Company, the Other Members or their respective designees shall pay the purchase price (or proportionate amount thereof) for the applicable portion of the Interest purchased by the Company or the Other Members on the Repurchase Date (as defined below), against delivery to the Company or the Other Members, as applicable, of the Belvedere Member’s Interests, as evidenced by the appropriate LLC Certificates, free and clear of all encumbrances, in cash by wire transfer of immediately available funds to such account(s) as are otherwise specified by the Belvedere Member in writing. The closing for the acquisition of the Interest of the Belvedere Members (or such Member’s Estate) shall be held at the principal office of the Company in Santa Monica, California on a business day designated by the Company within thirty (30) days after date of (i) the Repurchase Notice given by the Company or the purchase-election notice given by the Belvedere Member pursuant to Section 10.6(a)(i), 10.6(a)(ii)(B), 10.6(b) or 10.6(c), the date of the last Option Notice or Secondary Option Notice given by an Other Member pursuant to Section 10.6(d)(ii), or (iii) the Repurchase Notice delivered by the Company pursuant to Section 10.6(d)(iv), as applicable (the “Repurchase Date”).
Sample 1

Related to Closing of Purchase and Sale and Payment of Purchase Price

  • Closing of Purchase (a) Upon any purchase by the Company of the Shares pursuant to the Agreement, the Company shall give to Holder and you a written notice specifying the number of Shares to be purchased, the purchase price for the Shares, as determined pursuant to the Agreement, and the time for a closing hereunder (the “Closing”) at the principal office of the Company. Holder and the Company hereby irrevocably authorize and direct you to close the transaction contemplated by such notice in accordance with the terms of said notice.

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

  • Purchase and Sale of Purchased Shares At the Closing and on the terms and subject to the conditions set forth in this Agreement, Sellers shall sell and deliver to Purchaser, and Purchaser shall purchase from Sellers and pay therefor, the Purchased Shares, free and clear of any and all Encumbrances and in suitable form for transfer to Purchaser.

  • Purchase Price; Allocation of Purchase Price (a) Subject to the terms and conditions of this Agreement, the purchase price for the Interests and the Purchased Assets (other than the Specified OUS Assets) (such amount, the “Purchase Price”) is payable as follows:

  • Terms of Purchase and Sale The purchase price for the Premises shall be Sixty One Million and NO/100 Dollars ($61,000,000.00) (the "Purchase Price"), payable by Purchaser to Sellers as follows:

  • Purchase Price; Purchase and Sale The purchase price for the Mortgage Loans shall be payable by the Company to the Seller on the Closing Date either (i) by appropriate notation of an inter company transfer between affiliates of UBS or (ii) in immediately available Federal funds wired to such bank as may be designated by the Seller. Upon payment of the purchase price by the Company, the Seller shall be deemed to have transferred, assigned, set over and otherwise conveyed to the Company all the right, title and interest of the Seller in and to the Mortgage Loans as of the Cut-Off Date, including all interest and principal due on the Mortgage Loans after the Cut-Off Date (including scheduled payments of principal and interest due after the Cut-Off Date but received by the Seller on or before the Cut-Off Date, but not including payments of principal and interest due on the Mortgage Loans on or before the Cut-Off Date), together with all of the Seller’s right, title and interest in and to the proceeds of any related title, hazard, primary mortgage or other insurance policies together with all rights with respect to the related Mortgage Loans, and only with respect to the Mortgage Loans, under each of the Servicing Agreements (other than those rights under the Servicing Agreements that do not relate to servicing of the Mortgage Loans (including, without limitation, the representations and warranties made by each Servicer (in its capacity as loan seller to the Transferor) and the document delivery requirements of such Servicer and the remedies (including indemnification) available for breaches thereto), which rights were retained by the Transferor pursuant to the Assignment Agreements). The Company hereby directs the Seller, and the Seller hereby agrees, to deliver to the Master Servicer all documents, instruments and agreements required to be delivered by the Company to the Master Servicer under the Pooling and Servicing Agreement and such other documents, instruments and agreements as the Company or the Trustee shall reasonably request. The Seller shall use its reasonable best efforts to cause each Servicer to enter into the related Assignment Agreement in form and substance satisfactory to the Seller and the Company in order to effectuate the assignment to the Company of the Servicing Agreements with respect to the Mortgage Loans.

  • 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: $2,000,000. The Purchase Price shall be subject to adjustment as set forth in Section 1.7 below as so adjusted.

  • Closing Deliveries of Purchaser At the Closing, Purchaser shall deliver to Seller:

  • Allocation of Purchase Price Buyer shall deliver to Seller at Closing a preliminary allocation among the Auctioned Assets of the Purchase Price and among such other consideration paid to Seller pursuant to this Agreement that is properly includible in Buyer's tax basis for the Auctioned Assets for Federal income tax purposes, and, as soon as practicable following the Closing (but in any event within 10 Business Days following the final determination of the Adjustment Amount), Buyer shall prepare and deliver to Seller a final allocation of the Purchase Price and additional consideration described in the preceding clause, and the post-closing adjustment pursuant to Section 3.02, among the Auctioned Assets (the "Allocation"). The Allocation shall be consistent with Section 1060 of the Code and the Treasury Regulations thereunder. Seller hereby agrees to accept Buyer's Allocation unless Seller determines that such Allocation was not prepared in accordance with Section 1060 of the Code and the regulations thereunder ("Applicable Law"). If Seller so determines, Seller shall within 20 Business Days thereafter propose any changes necessary to cause the Allocation to be prepared in accordance with Applicable Law. Within 10 Business Days following delivery of such proposed changes, Buyer shall provide Seller with a statement of any objections to such proposed changes, together with a reasonably detailed explanation of the reasons therefor. If Buyer and Seller are unable to resolve any disputed objections within 10 Business Days thereafter, such objections shall be referred to the Accountants, whose review will be limited to whether Buyer's Allocation of such disputed items regarding the Allocation was prepared in accordance with Applicable Law. The Accountants shall be instructed to deliver to Seller and Buyer a written determination of the proper allocation of such disputed items within 20 Business Days. Such determination shall be conclusive and binding upon the parties hereto for all purposes, and the Allocation shall be so adjusted (the Allocation, including the adjustment, if any, to be referred to as the "Final Allocation"). The fees and disbursements of the Accountants attributable to the Allocation shall be shared equally by Buyer and Seller. Each of Buyer and Seller agrees to timely file Internal Revenue Service Form 8594, and all Federal, state, local and foreign Tax Returns, in accordance with such Final Allocation and to report the transactions contemplated by this Agreement for Federal Income Tax and all other tax purposes in a manner consistent with the Final Allocation. Each of Buyer and Seller agrees to promptly provide the other party with any additional information and reasonable assistance required to complete Form 8594, or compute Taxes arising in connection with (or otherwise affected by) the transactions contemplated hereunder. Each of Buyer and Seller shall timely notify the other Party and each shall timely provide the other Party with reasonable assistance in the event of an examination, audit or other proceeding regarding the Final Allocation.

  • Purchase and Sale of Purchased Assets On the terms and subject to the conditions set forth in this Agreement, at the Closing, the Purchaser will purchase from the Seller, and the Seller will sell, transfer, assign, convey and deliver to the Purchaser the Purchased Assets pursuant to the Xxxx of Sale.

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