Financing of Purchase Price Sample Clauses

Financing of Purchase Price. (a) Prior to execution of this Agreement, the Buyer (i) shall notify the Seller of the source(s) of financing that the Buyer proposes to use to consummate the transactions contemplated by this Agreement, and (ii) shall provide the Seller with a copy of the commitment(s) of the source(s) to provide such financing. The Buyer hereby acknowledges and agrees that at least 20% of the total transaction costs (which include the Purchase Price and all closing costs and other costs or indebtedness to be incurred by the Buyer related to the Acquisition) (collectively, the “Total Transaction Costs”), must be in the form of at-risk equity, as determined by the Seller, and that no more than 80% of the Total Transaction Costs may be secured by a lien on the real and personal property (the “Property”) being sold by the Seller to the Buyer pursuant hereto. A Sources and Uses of Funds Statement, detailing all amounts and sources of equity, closing costs and any indebtedness to be incurred by Buyer related to the Acquisition, has been provided by Buyer and is attached as Schedule 4.4 hereto. The Buyer acknowledges that PHI and the Seller’s approval of the Buyer’s equity structure and financing was a condition to entry into this Agreement and the Acquisition. The Buyer agrees to, and hereby does, authorize each proposed source of third-party financing to provide to the Seller, from time to time, information with respect to the likelihood and form in which financing will be provided to the Buyer. At the time of applying for any third-party financing, the Buyer shall notify the third party of the Seller’s right to the information described in this Section and of the terms and requirements of this transaction and of this Agreement and the agreements contemplated hereby.
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Financing of Purchase Price. Notwithstanding anything to the contrary contained in this Section 1.6, Merger Sub may, in lieu of issuing the Promissory Notes, increase the Cash Consideration Amount by $46,000,000 subject to adjustment as follows:
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Financing of Purchase Price. If the Partnership exercises the MCA Purchase Option, the purchase price of the Controlling Interest in the Pace Controlled MCA Amphitheaters shall be financed in accordance with the provisions of Section 6.2 hereof.
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Financing of Purchase Price. Buyer has received a financing commitment, attached hereto as Annex III, in an amount sufficient to consummate the transaction contemplated by this Agreement.
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Financing of Purchase Price. 26 7.5 Guaranty. – INTENTIONALLY DELETED 28 7.6 Recordation. 28 7.7 Capital Expenditures. - INTENTIONALLY DELETED 28 8. Employees. 28 8.1 Definitions. 28 8.2 Transfer of Employees. 29
Sample 1
Financing of Purchase Price. Pursuant to Section 5.B of the Agreement, Buyer has elected to obtain a mortgage loan to pay all or any portion of the Purchase Price and, as a result thereof, Buyer and Meritage are entering into this Addendum. Buyer acknowledges that if Buyer had elected or hereafter elects to acquire the Home for all cash, rather than financing any portion of the Purchase Price, Buyer and Meritage shall enter into a Cash Purchase Addendum in lieu of this Addendum.
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Related to Financing of Purchase Price

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

  • 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.

  • 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 $1.00 (the "Purchase Price").

  • Allocation of Purchase Price (a) No later than sixty (60) days after Closing or within a reasonable time thereafter as agreed by Sellers and Purchaser, Purchaser shall prepare and deliver to Sellers a proposed allocation of the Purchase Price (plus the Assumed Liabilities and any other Liabilities deemed assumed by the Purchaser for U.S. federal income Tax purposes) among the Transferred Assets which shall be prepared in a manner consistent with Section 1060 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”) (the “Proposed Allocation Schedule”). After receipt of the Proposed Allocation Schedule from Purchaser, the Sellers shall have fifteen (15) days to review the Proposed Allocation Schedule. The Proposed Allocation Schedule will be considered final and binding on the Parties unless Sellers communicate to Purchaser objections to the Proposed Allocation Schedule (an “Allocation Dispute Notice”). Sellers and Purchaser shall, within ten (10) days (or such longer period as Sellers and Purchaser may agree in writing) following delivery of an Allocation Dispute Notice (the “Allocation Resolution Period”), attempt in good faith to resolve their differences and prepare a final allocation schedule that is acceptable to both Sellers and Purchaser. If Sellers and Purchaser are unable to completely resolve any such differences within such ten (10) day period, the unresolved issues (the “Allocation Dispute”) shall be resolved by the Accounting Firm in accordance with Section 1.5(b) (once so resolved, the “Final Allocation Schedule”), subject to approval by the Bankruptcy Court. Purchaser and Sellers shall file all Tax Returns (including amended returns and claims for refund) and information reports in a manner consistent with the Final Allocation Schedule and shall not take any position for Tax purposes (including on IRS Form 8594 or in any audit or other examination or proceeding relating to Taxes) inconsistent with this Section 1.5 unless required to do so by applicable Law.

  • Adjustment of Purchase Price NUMBER AND KIND OF SHARES OR NUMBER OF RIGHTS. The Purchase Price, the number and kind of shares covered by each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 11.

  • Balance of Purchase Price The balance of the Purchase Price shall be paid in cash or by certified funds at the Closing (as defined below).

  • AMOUNT AND PAYMENT OF PURCHASE PRICE The total consideration and method of payment thereof are fully set out in Exhibit "A" attached hereto and made a part hereof.

  • Purchase Price; Allocation of Purchase Price (a) The purchase price for the Purchased Assets and the Shares (the “Purchase Price”) is $3,000,000,000 (three billion dollars) in cash. The Purchase Price shall be paid as provided in Section 2.09 and shall be subject to adjustment as provided in Sections 2.09 and 2.11. Seller shall be treated as receiving a portion of the Purchase Price as agent for its Affiliates actually selling the Purchased Assets and the Shares consistent with the allocation of the Purchase Price pursuant to the Allocation Statement.

  • Calculation of Purchase Price The bank’s ownership interest in a security will be quantified one of two ways: (i) number of shares or other units, as applicable (in the case of equity securities) or (ii) par value or notational amount, as applicable (in the case of non-equity securities). As a result, the purchase price (except where determined pursuant to clause (ii) of the preceding paragraph) shall be calculated one of two ways, depending on whether or not the security is an equity security: (i) the purchase price for an equity security shall be calculated by multiplying the number of shares or other units by the applicable market price per unit; and (ii) the purchase price for a non-equity security shall be an amount equal to the applicable market price (expressed as a decimal), multiplied by the par value for such security (based on the payment factor most recently widely available). The purchase price also shall include accrued interest as calculated below (see Calculation of Accrued Interest), except to the extent the parties may otherwise expressly agree, pursuant to clause (ii) of the preceding paragraph. If the factor used to determine the par value of any security for purposes of calculating the purchase price, is not for the period in which the Bank Closing Date occurs, then the purchase price for that security shall be subject to adjustment post-closing based on a “cancel and correct” procedure. Under this procedure, after such current factor becomes publicly available, the Receiver will recalculate the purchase price utilizing the current factor and related interest rate, and will notify the Assuming Institution of any difference and of the applicable amount due from one party to the other. Such amount will then be paid as part of the settlement process pursuant to Article VIII.

  • Delivery of Purchase Price The Purchase Price for the Securities shall have been delivered to the Company on the Closing Date.

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