Escrowed Portion of the Purchase Price Sample Clauses

Escrowed Portion of the Purchase Price. For the purpose of securing Seller’s obligations pursuant to Section 9.2, the Escrow Amount shall be delivered by Buyer at Closing to Escrow Agent by wire transfer of immediately available funds to an account (the “Escrow Account”) to be designated and administered by Escrow Agent pursuant to an escrow agreement in substantially the form attached hereto as Exhibit L (the “Escrow Agreement”). The Parties hereby acknowledge and agree that the Escrow Account shall be treated as an installment obligation for purposes of Section 453 of the Code, and no party shall take any action or filing position inconsistent with such characterization. The parties further agree that, consistent with Proposed Treasury Regulation Section 1.468B-8, for Tax reporting purposes, all interest or other income earned from the investment of the Escrow Account or any portion thereof in any Tax year shall be reported as allocated to Seller until the distribution of the Escrow Account (or portions thereof) is determined and thereafter to Buyer and Seller in accordance with their respective interests in the Escrow Account consistent with Proposed Treasury Regulation Section 1.468B-8.
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Escrowed Portion of the Purchase Price. For the purpose of securing the eCivis Holders’ Representative’s obligations under Sections 1.4 and 1.5, at the Closing, GTY shall deliver $50,000 in cash (the “Purchase Price Escrow Amount”) to the Escrow Agent by wire transfer of immediately available funds to an account (the “Purchase Price Escrow Account”) that will be designated and administered by the Escrow Agent pursuant to an Escrow Agreement. The Escrow Agreement will provide, among other things, that all amounts in the Purchase Price Escrow Account will be released in accordance with the amounts provided on the Final Purchase Price Adjustment Statement and paid pursuant to Section 1.6.
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Escrowed Portion of the Purchase Price. For the purpose of securing the OC Holders’ obligations under Sections 1.5 and 1.6, at the Closing, GTY shall deliver $50,000 in cash (the “Purchase Price Escrow Amount”) to the Escrow Agent by wire transfer of immediately available funds to an account (the “Purchase Price Escrow Account”) that will be designated and administered by the Escrow Agent pursuant to the Escrow Agreement. The Escrow Agreement will provide, among other things, that all amounts in the Purchase Price Escrow Account will be released in accordance with the amounts provided on the Final Purchase Price Adjustment Statement and paid pursuant to Section 1.5 and Section 1.6.
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Escrowed Portion of the Purchase Price. For the purpose of (a)(i) securing Sellers’ obligations under Sections 1.6 and 1.7, Buyer shall deliver $2,000,000 in cash (the “Purchase Price Escrow Amount”) at the Closing, to the Escrow Agent by wire transfer of immediately available funds to an account (the “Purchase Price Escrow Account”), which will be designated and administered by the Escrow Agent pursuant to the escrow agreement to be in substantially the form attached hereto as Exhibit C-1 (the “Company Escrow Agreement”), (ii) securing Sellers’ obligations under Article VIII, Buyer shall deliver $3,000,000 in cash (the “Indemnification Escrow Amount”) at the Closing, to the Escrow Agent by wire transfer of immediately available funds to the Indemnity Escrow Account, which will be designated and administered by the Escrow Agent pursuant to the Company Escrow Agreement, and (iii) securing Sellers’ obligations under Article VIII with respect to the Scheduled Matter, Buyer shall deliver the Scheduled Matter Escrow Amount in cash at the Closing, to the Escrow Agent by wire transfer of immediately available funds to the Scheduled Matter Escrow Account, which will be designated and administered by the Escrow Agent pursuant to the Company Escrow Agreement, and (b) securing Buyer’s obligations to pay a portion of the Purchase Price to KD Seller in accordance with Section 1.11, Buyer shall deliver $6,000,000 in cash at the Closing (the “Deferred Purchase Price Escrow Amount”), to the Escrow Agent by wire transfer of immediately available funds to an account (the “Deferred Purchase Price Escrow Account”) that will be designated and administered by the Escrow Agent pursuant to the escrow agreement to be in substantially the form attached hereto as Exhibit C-2 (the “Deferred Purchase Price Escrow Agreement”). The Company Escrow Agreement will provide, among other things, that (i) the Purchase Price Escrow Amount held in the Purchase Price Escrow Account will be released in accordance with the amounts provided on the Final Purchase Price Adjustment Statement and paid pursuant to Section 1.6 and Section 1.7, (ii) the Indemnification Escrow Amount held in the Indemnity Escrow Account will be used as a source of payment for certain indemnification obligations of the Sellers under Article VIII, and (iii) the Scheduled Matter Escrow Amount held in the Scheduled Matter Escrow Account will be used as a source of payment for indemnification obligations of the Sellers under Article VIII with respect to the Scheduled ...
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Escrowed Portion of the Purchase Price. For the purpose of securing Seller’s obligation under Section 2.6(b)(i) above and without limiting Purchaser’s rights (or Seller’s obligations) under Section 2.6(b)(i) above, at the Closing, Purchaser shall deliver the Escrow Amount to the Escrow Agent by wire transfer of immediately available funds to an account (the "Escrow Account") that will be designated and administered by the Escrow Agent pursuant to an escrow agreement to be in form and substance reasonably satisfactory to Purchaser and Seller (the "Escrow Agreement"). The Escrow Agreement will provide, among other things, that (a) all of the Escrow Amount remaining in the Escrow Account following the determination of the Final Aggregate Purchase Price in accordance with this Section 2.6 shall be released to Seller and (b) prior to such time, no amounts shall be released from the Escrow Account unless either (i) agreed in writing by Purchaser and Seller or (ii) required pursuant to a final, non-appealable judgment. All fees, costs and expenses of the Escrow Agent and Escrow Account shall be paid by Purchaser.
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Escrowed Portion of the Purchase Price. For the purpose of securing the CB Holders’ obligations under Section 1.9, at the Closing, Holdings shall deliver or cause to be delivered $100,000 in cash (the “Purchase Price Escrow Amount”) to the Escrow Agent by wire transfer of immediately available funds to an account (the “Purchase Price Escrow Account”) that will be designated and administered by the Escrow Agent pursuant to the Escrow Agreement. The Escrow Agreement will provide, among other things, that all amounts in the Purchase Price Escrow Account will be released in accordance with the amounts provided on the Final Purchase Price Adjustment Statement and paid pursuant to Section 1.6.
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Escrowed Portion of the Purchase Price. (a) For the purpose of securing Seller’s and the Members’ obligations pursuant to Section 6.13, the Well Escrow Amount shall be delivered by Buyer at the Closing to the Escrow Agent by wire transfer of immediately available funds to an account (the “Well Escrow Account”) to be designated and administered by the Escrow Agent pursuant to the Escrow Agreement which Escrow Agreement provides, among other things, that the Well Escrow Amount (including interest thereon) shall be released (A) to Seller within two (2) Business Days following the completion and transfer of Well 2 to Buyer in accordance with Section 6.13 or (B) to Buyer, upon the one-hundred and eighty (180) day anniversary of the Closing Date, if Seller shall not have completed and transferred Well 2 to Buyer pursuant to Section 6.13 on or prior to such date.
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Escrowed Portion of the Purchase Price. For the purpose of securing Seller’s and the Member’s obligations pursuant to Section 8.2, the Escrow Amount shall be delivered by Buyer at the Closing to the Escrow Agent by wire transfer of immediately available funds to an account (the “Escrow Account”) to be designated and administered by the Escrow Agent pursuant to the Escrow Agreement which Escrow Agreement provides, among other things, that any amounts remaining (including interest thereon) in the Escrow Account following the twenty-four (24) month anniversary of the Closing Date shall be released to Seller, to the extent not subject to any claims made prior to that time.
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Escrowed Portion of the Purchase Price. For the purpose of securing the Shareholders’ obligations pursuant to Section 9.2(b), the amount of $40,000,000 in cash (the “Escrow Payment”) shall be delivered by Deltek at the Closing to the Escrow Agent by wire transfer of immediately available funds to an account (the “Escrow”) to be designated and administered by the Escrow Agent pursuant to an escrow agreement substantially in the form of Exhibit G (the “Escrow Agreement”).
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Related to Escrowed Portion of the Purchase Price

  • Allocation of the Purchase Price (a) Within ninety (90) days after the final determination of the Final Purchase Price pursuant to Section 2.5, the Sellers will provide the Buyer with a statement (or statements) (the “Asset Acquisition Statement”) with the Sellers’ proposed allocation of the Final Purchase Price (plus any other amounts, including Assumed Liabilities, to the extent properly taken into account as consideration for applicable Tax purposes) among the Transferred Assets and, if applicable, the Ancillary Agreements and any other rights transferred hereunder or thereunder in accordance with Section 1060 of the Code (and any other applicable state, local or non-U.S. Law). The Buyer may, within thirty (30) days after receiving such Asset Acquisition Statement, propose to the Sellers in writing any changes to such Asset Acquisition Statement that are consistent with applicable Law (the “Allocation Notice of Objection”), and if the Buyer does not deliver such a Notice of Objection within such period, the Buyer shall be deemed to have accepted such proposed Asset Acquisition Statement and it shall become final and binding on the Parties. If the Buyer delivers a Notice of Objection, then the Buyer and the Sellers will endeavor in good faith to resolve any differences with respect to the Asset Acquisition Statement within thirty (30) days after the Sellers’ receipt of the Notice of Objection. If the Buyer and the Sellers are unable to resolve such differences, the matters in dispute shall be resolved by the Accounting Firm, which determination by such Accounting Firm shall be consistent with this Agreement. The fees, costs and expenses of the Accounting Firm shall be borne by the Buyer and the Sellers in inverse proportion as they may prevail on matters resolved by the Accounting Firm, which proportionate allocations also shall be determined by the Accounting Firm at the time the determination of the Accounting Firm is rendered.

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

  • The Purchase Price If the sale of the Property is not subject to HST, Seller agrees to certify on or before (included in/in addition to) closing, that the sale of the Property is not subject to HST. Any HST on chattels, if applicable, is not included in the Purchase Price.

  • Payment of Repurchase Price The Repurchase Price shall be payable, at the option of the Company or its assignee(s), by check or by cancellation of all or a portion of any outstanding purchase money indebtedness owed by Participant to the Company, or such assignee, or by any combination thereof. The Repurchase Price shall be paid without interest within sixty (60) days after exercise of the Repurchase Option.

  • Adjustment of Repurchase Price In determining the applicable repurchase price of the Stock and Options, as provided for in Sections 5 and 6, above, appropriate adjustments shall be made for any stock dividends, splits, combinations, recapitalizations or any other adjustment in the number of outstanding shares of Stock in order to maintain, as nearly as practicable, the intended operation of the provisions of Sections 5 and 6.

  • Aggregate Purchase Price The aggregate purchase price for the Notes (the “Aggregate Purchase Price”) shall equal the result of (x) divided by (y), where (x) equals the Aggregate Principal Amount and (y) equals 1.25. Each date upon which a Closing occurs is a “Closing Date”.

  • Purchase Price Deposit (a) The purchase price for the Property is AND 00/100 DOLLARS ($ ) (the “Purchase Price”), payable as follows:

  • Cash Purchase Price The term "Cash Purchase Price" shall have the meaning set forth in Section 2.3(a).

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