Deposit; Purchase Price. (a) Buyer shall deliver to Seller by wire transfer of immediately available funds in accordance with wire transfer instructions delivered by Seller to Buyer (i) upon execution of this Agreement, an amount equal to $2,000,000 (the “Initial Deposit”) and (ii) within 10 Business Days of the execution of this Agreement, an amount equal to $11,400,000 (the “Second Deposit” and together with the Initial Deposit, the “Deposit”). The Deposit shall be applied toward the Purchase Price if the Closing occurs, or shall otherwise be distributed in accordance with the terms of this Agreement.
(b) Not less than two (2) Business Days prior to the Closing Date, Seller shall deliver to Buyer a statement (the “Funds Flow Statement”), signed by the Vice President and Treasurer of Seller (on behalf and in the name of Seller), which sets forth the aggregate amount of the Scheduled Debt. The total consideration to be paid by the Buyer to Seller for the sale, assignment, transfer and conveyance of the ARMC Centrahoma Interest and the Tupelo Assets shall be cash in an aggregate amount equal to (i) $63,000,000 plus (ii) the Estimated Buyer Working Capital Payment, if any, or minus (iii) the Estimated Seller Working Capital Payment, if any, subject to adjustment pursuant to this Article II or Article VII (the “Purchase Price”).
(c) Payment of the Purchase Price shall be paid by Buyer to each lender of the Scheduled Debt by wire transfer of immediately available funds in the amounts and in accordance with the wire transfer instructions set forth in the Funds Flow Statement. In addition, at the Closing, Seller shall pay the Deposit to each lender of the Scheduled Debt by wire transfer of immediately available funds in the amounts and in accordance with the wire transfer instructions set forth in the Funds Flow Statement.
Deposit; Purchase Price. Within 3 business days after the Effective Date, Buyer shall deposit $50,000.00 into Escrow (as defined below) into an interest bearing account on behalf of Buyer (the “Deposit”). The deposit shall be refundable to Buyer unless Buyer waives all contingencies by the expiration of the Due Diligence Period. If the Closing of the transaction contemplated by this transaction occurs, the Deposit shall be disbursed to Seller and applied to the Purchase Price at Closing. The failure of Buyer to make the Deposit within the time frame specified in this Section shall be material breach of this Agreement and Seller may terminate the Agreement. Buyer shall pay the Purchase Price to Seller through escrow at the Closing described in Section 9.1. On or before the Closing Date (as defined below), Buyer shall deposit into Escrow the Purchase Price, subject to adjustment by reason of any applicable prorations and the allocation of closing costs described below. The Deposit and Purchase Price shall be made by wire transfer of federal funds, cashiers check or in another immediately available form. Notwithstanding anything herein to the contrary, One Hundred Dollars ($100.00) of the Initial Deposit (the “Independent Consideration”) shall not be refundable to Buyer, but shall represent consideration for this Agreement and shall be paid to Seller. The Independent Consideration shall be paid to Seller within 3 days of the Effective Date. The Independent Consideration shall serve as consideration for the granting of the time periods herein contained for Buyer to exercise Buyer’s right to satisfy and approve all of Buyer’s conditions herein contained. If the Deposit is refunded to Buyer for any reason pursuant to this Agreement, the Independent Consideration shall be subtracted from the Deposit pursuant to this Section.
Deposit; Purchase Price. Within two (2) Business Days of the "Opening of Escrow" (as hereinafter defined), Buyer shall deposit into
Deposit; Purchase Price. A deposit of $ (“Deposit”) has been paid to $ (“Purchase Price”) is agreed with the balance due in full upon Buyer’s pickup of the puppy/dog. Any shipping and handling expenses are the responsibility of and shall be paid by Buyer. All payments due under this Agreement shall be made in US Dollars and paid to Breeder via Zelle, Cash App, Venmo, Credit/Debit Card (additional fee), Cash, or paid through Good Dog.
Deposit; Purchase Price. The aggregate consideration to be paid for the Purchased Assets shall be a credit bid of the full amount of the Note Holder Obligation, $2,589,416, plus $127,000 in fees and costs, plus any additional amounts that accrue between May 1, 2023 and the Closing Date, and the Buyer Release (the “Purchase Price”). At the Closing, the Buyer shall pay the Purchase Price as follows:
(a) the Buyer shall effect the Buyer Release by acknowledging in writing the full release and discharge of the Note Holder Obligations covered by the Buyer Release, through signature of this Agreement;
Deposit; Purchase Price. 12 2.5 Prorations.................................................... 14 2.6 Closing Costs; Transfer Taxes and Fees........................ 14 ARTICLE III
Deposit; Purchase Price. Buyer has paid the Deposit to Seller. Seller shall hold the Deposit in escrow until the Delivery Date. On or prior to the Delivery Date, Buyer shall pay to Seller the Purchase Price for the Engines, less the Deposit, in immediately available funds by wire transfer to: Old National Bank 0 Xxxx Xxxxxx Xxxxxxxxxx, XX 00000 ABA#: [ ] Account#: [ ] SWIFT Code: [ ] Beneficiary: Contrail Aviation Support, LLC 000 Xxxxxxxxxx Xxxxx Xxxxxx, XX 00000 or to such other account as Seller may specify in writing on or prior to the date upon which such amount is due and payable. All payments to Seller under this Section 2.2 shall be made in U.S. Dollars in immediately available funds without any set off or deductions, free and clear of any withholdings (tax or otherwise).
Deposit; Purchase Price. (a) No deposit is required under this Agreement.
(b) On or prior to Delivery, and in any event prior to the delivery of the Warranty Xxxx of Sale, payment of the Purchase Price shall be made in immediately available funds by wire transfer to: Bank: Xxx Xxxxxxxx Xxxx0 Xxxx XxxxxxXxxxxxxxxx, XX 00000 ABA No. [ ] Beneficiary Contrail Aviation Leasing, LLC435 Investment XxxxxXxxxxx, XX 00000 Account No.: [ ] SWIFT Code: [ ] Ref: ESN 889727 or to such other account as Seller may specify in writing to Buyer on or prior to the date upon which such amount is due and payable. Upon execution of this Agreement, Seller will remove the Engine from the market and shall cease any negotiations to sell the Engine to any third parties, unless and until this Agreement becomes null and void.
Deposit; Purchase Price. 2.1.1 Five thousand dollars ($5,000) has been paid to Seller by Buyer in cash in accordance with that certain Letter of Intent dated October 20, 2004 between Buyer and Seller as a good faith deposit in connection with the negotiation of this Agreement (the “Deposit”). Such Deposit shall be applied against the Purchase Price at Closing and shall not be refundable to Buyer; even in the event that this Agreement is terminated in accordance with Section 10.1.
2.1.2 Subject to the terms and conditions hereof and subject to adjustment as set forth in Section 2.3, Buyer agrees to tender to Seller at Closing approximately ($15,161,627), (the “Purchase Price”), comprised of the following:
(a) Estimated debt pay off (the “Bank Liabilities”) of $8,909,205, comprised as follows:
(i) Pay off of $8.6 Million National City loan in the amount of $6,966,200
(ii) Pay off of $4.0 Million National City loan in the amount of $3,384,800, reduced by $1,771,795 which constitutes the portion of such obligation being paid directly by Tandem Ohio to National City and excluded from the Purchase Price (the “Tandem Loan Portion”);
(iii) Early termination of swap contract liability in the amount of $330,000
(b) Estimated tax liability (the “Tax Liability”) of $2,902,422;
(c) Option fee (the “Option Fee”) of $2,000,000; and
(d) Subject to Section 2.3.3 herein, the lease termination premium (the “Lease Termination Premium”) of $1,250,000, based upon a Closing date of March 1, 2005.;
2.1.3 The Purchase Price will be paid at Closing in cash or certified check for the Bank Liabilities, Tax Liability, the Option Fee, the Lease Termination Premium and the Rent Arrearages; provided, however that Tandem shall be given credit toward the payment of the Purchase Price in the amount of (1) $5,000 for the Deposit; and (2) lease deposits (the “Lease Deposits”) in the amount of $308,883.
2.1.4 Buyer shall also tender to Seller at Closing the amount of accrued interest on the Bank Liabilities on and as of Closing (the “Accrued Interest”).
2.1.5 Buyer shall also tender to Seller at Closing the Rent Arrearages and December Rent as set forth on Schedule 2.1.5.
Deposit; Purchase Price with Buyer's execution of this Agreement, Buyer shall deposit $500,000.00 (the "Deposit") with First American Title Insurance ------- Company at 000 Xxxx 00/xx/ Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000 (the "Escrow ------ Agent") by wire transfer of immediately available funds. The Deposit shall be ----- held and disbursed by the Escrow Agent in accordance with the terms of this Agreement.
