Disbursement of Purchase Price. Disburse to Seller, or in accordance with Seller's instructions (after making appropriate adjustments for costs and prorations as provided in this Agreement), all funds deposited with Escrow Holder by Buyer in payment of the Purchase Price.
Disbursement of Purchase Price. Upon satisfaction of all of the conditions precedent to the Purchaser’s obligation to proceed to Closing hereunder, the Purchaser shall authorize and instruct the Escrow Agent to disburse the Purchase Price, subject to any adjustments and apportionments as may be provided for in this Agreement and less the Holdback Amount, to the Sellers.
Disbursement of Purchase Price. At each Closing, Buyer shall disburse an amount equal to the amount of the Purchase Price allocated to the Purchased Securities transferred in connection with such Closing as provided in this Section 2.2(c) and Section 2.2(d) by wire transfer of immediately available funds to the account(s) designated for each such disbursement in the Flow of Funds Memorandum.
Disbursement of Purchase Price. Disburse to Seller, or in accordance ------------------------------ with Seller's instructions (after making appropriate credits, debits and adjustments for broker's commission, costs and prorations payable by Seller as provided in this Agreement), all funds deposited with Escrow Agent by Buyer in payment of the Purchase Price, provided, however, that any funds deposited by Buyer into Escrow under Section 6.1 that are in excess of the amount required of Buyer under this Agreement shall be disbursed to Buyer.
Disbursement of Purchase Price. At Closing Escrow Holder shall disburse to Seller, in such manner and to such account as Seller shall specify in a separate written instruction to Escrow Holder, immediately available funds in the amount of the Purchase Price paid by Buyer for the Property as specified in Section 2 hereof (increased or decreased, as the case may be, by the net amount of the credits and debits to Seller’s account at Closing made by Escrow Holder in accordance with Sections 11 and 12 of this Agreement).
Disbursement of Purchase Price. At the Closing, as an accommodation to Seller and Shanxxx, xxe cash to be paid to Seller and Shanxxx xx Buyer pursuant to Section 1.4 shall be disbursed by check, wire transfer or such other method as Buyer may elect to effect the Authorized Third Party Payments and Section 1.9 Deposit set forth on and as provided in Exhibit A-3 hereof. Exhibit A-3 sets forth presently estimated amount(s) due to the creditors of Seller and Shanxxx xxxted in said Exhibit.
Disbursement of Purchase Price. The Purchase Price after adjustment for any prorations of taxes, assessments, rents, utilities or transfers of security deposits as provided herein and other customary closing adjustments and credits, shall be paid and disbursed at the Closing in the following manner:
2.2.1 First, to payment in full of all loans secured by first mortgage liens on the Property or any part thereof. If Purchaser assumes any such loan, then the amount of the assumed loan shall be treated as a credit to the payment of the purchase price.
2.2.2 Next to payment of all costs of sale to be paid by Seller, including, but not limited to, real estate commissions, pursuant to the terms hereof.
2.2.3 Next, to the payment in full of the mortgage held by Xxxxxx-Xxxxxxxxx Realty, Inc. recorded at Microfiche 92-0650-D02 of the Xxxxxxxxxx County, Ohio mortgage records.
2.2.4 Next to the payment in full of the loan secured by the mortgage held by Mid-States Development Company, recorded at Microfiche 85-1840-E06 and amended by document recorded at Microfiche 92-0651-B08 of the Xxxxxxxxxx County, Ohio mortgage records.
2.2.5 Next, any remaining portion of the purchase price shall be distributed in satisfaction of any other liens and encumbrances on the Property.
2.2.6 Any remaining balance of the purchase price shall be distributed as provided in the Property Operating and Management Agreement between Seller and Xxxxxx-Xxxxxxxxx Realty, Inc.
Disbursement of Purchase Price. The Selling Shareholder and the Purchaser agree that the Purchase Price shall be disbursed as specified in Schedule 2.6 attached hereto and made a part hereof and to the bank accounts set forth therein.
Disbursement of Purchase Price. The Escrow Agent shall hold and disburse the Purchase Price, the Share Certificate, and the Pledge Shares in accordance with the following procedures:
(a) Escrow Agent understands that, provided that either the Stock Purchase Agreement and Exchange Agreement are not terminated, Escrow Agent shall be instructed by Seller and Buyer in writing on or following the Closing Date and the completion of the share exchange pursuant to Section 6.1 of the Exchange Agreement: (i) to release the Sale of Subsidiaries Agreement (ii) to disburse the Shares Certificate to Buyer and (iii) to disburse the Purchase Price as directed by Seller to pay remaining contingent liabilities (“Contingent Liabilities”) as of the Closing Date which are identified as such on Schedule “A”. Once the Seller notifies the Escrow Agent in writing that its auditors deem those Contingent Liabilities extinguished, then Escrow Agent shall promptly disburse any remaining portion of the Purchase Price, if any, to the Seller or its designees. The Pledge Shares shall be held by the Escrow Agent for a period of one year following the Closing Date of the Stock Purchase Agreement as collateral to pay out via sale or disposition any amounts to which Buyer is indemnified by Seller or Holder in connection with Article III of the Stock Purchase Agreement and Sections 4.14 and 4.15 of the Exchange Agreement.
(b) If the parties elect for any reason to terminate the Stock Purchase Agreement pursuant paragraph 6.1 thereof or the Exchange Agreement pursuant article VIII thereof, then the Seller and Buyer shall immediately give notice to the Escrow Agent of the termination of either the Stock Purchase Agreement, Exchange Agreement or both. Promptly after such notification, the Escrow Agent shall return directly to Buyer, as a complete distribution, all of the entire amount of the Purchase Price, less any wiring fees, without deduction, penalty, or expense to the Buyer; and simultaneously, the Shares Certificate shall be directly returned to the Seller; the Pledge Shares shall be directly returned to the Holder and the Sale of Subsidiaries Agreement shall not be released and made effective. The Seller and Holder represent, warrant, and agree that the Purchase Price returned to Buyer pursuant to this Section 2.1(b) shall be free and clear of any and all claims of the Holder, Seller or their creditors.
(c) The Escrow Agent shall not be required to take any action under this Section 2.1(a) or release any funds that cons...
Disbursement of Purchase Price. The parties hereto agree that the Clare Purchase Price, TUG NY Earn-Out Payment, Initial Consideration, Earn-Out Payment, Incentive Payments and TUG Restricted Stock shall be disbursed as specified in SCHEDULE 2.3 attached hereto and made a part hereof and to the bank accounts set forth on Exhibit C hereto.
