Manner of Payment of the Purchase Price. (a) At the Closing, Purchaser shall assume the Assumed Liabilities and shall pay the Purchase Price and the Inventory Value to Seller, by wire transfer to such account as Seller shall designate by written notice delivered to Purchaser not later than three (3) business days prior to the Closing Date.
(b) Purchaser has previously deposited with Stockwell, Sievert, Xxxxxxxx & Xxxxxxxxx, LLP, as Agent for Chicago Title Insurance Company (the "Escrow Holder"), to be held in an interest-bearing account: (i) the sum of $500,000 (the "Primary Deposit"); and (ii) the sum of $50,000 (the "Additional Deposit;" the Primary Deposit and the Additional Deposit are sometimes referred to collectively hereinafter as the "Deposit Monies"). The Deposit Monies shall be held in escrow pending Closing hereunder. The Primary Deposit shall be refunded to Purchaser, with interest thereon, at Purchaser's request at any time during the Inspection Period (as hereinafter defined) in connection with Purchaser's termination of this Agreement under Section 5.5 hereof, upon notice by Purchaser to the Escrow Holder given in Purchaser's sole and absolute discretion. After expiration of the Inspection Period, the Primary Deposit shall only be refunded to Purchaser on default by Seller hereunder or failure of any of the conditions to Purchaser's obligations under Section 6.2 hereof by the date specified therefor. The Additional Deposit shall only be refunded to Purchaser (x) on default by Seller, or (y) if the condition on Purchaser's obligations regarding Purchaser's ability to obtain financing is not satisfied as provided under Section 6.2(h) hereof, or (z) if the condition regarding Holiday Inn franchise matters under Section 6.2(i) hereof is not satisfied. All of the Deposit Monies, plus interest thereon, shall also be returned to Purchaser if this Agreement is terminated because of a casualty under Section 6.3(a) hereof, or a taking under Section 6.4 hereof.
(c) Subject to refund in the case of Seller's default hereunder or failure of conditions on Purchaser's obligations as provided in subsection (b) hereof, after expiration of the Inspection Period, the Deposit Monies shall become non-refundable and shall serve as Seller's liquidated damages under Section 9.2 hereof, in the event of Purchaser's default.
(d) At the Closing, Purchaser shall receive a credit against the Purchase Price in an amount equal to the amount of the Deposit Monies, plus interest accrued thereon.
(e) Escrow Holder s...
Manner of Payment of the Purchase Price. The Purchase Price shall be paid on the Closing Date by wire transfer in immediately available U.S. funds.
Manner of Payment of the Purchase Price. Buyer is paying the Purchase Price by physically delivering the Purchase Price to Seller in cash or check.
Manner of Payment of the Purchase Price. Buyer is paying the Purchase Price by physically delivering common share certificates to the Seller equal to 14,743,199 restricted common shares of the Company.
Manner of Payment of the Purchase Price. Section 3.3 of the Agreement is amended by deleting the text therefrom in its entirety and substituting therefor the following:
Manner of Payment of the Purchase Price. At the Closing, Purchaser shall assume the Assumed Liabilities and deliver $6,930,000 (the Purchase Price minus the Purchase Price Escrow Funds (defined below) and the Employee Retention Funds (defined below)) (the "CASH PURCHASE PRICE") by wire transfer of immediately available funds to Seller.
Manner of Payment of the Purchase Price. At Closing, Purchaser shall:
(a) assume the Assumed Liabilities;
(b) pay to Seller the Estimated Purchase Price (as defined in section 5.03), in accordance with Seller's directions, through a bank wire transfer (the "Cash Payment").
Manner of Payment of the Purchase Price. At the Closing:
(a) Purchaser shall assume the Assumed Liabilities;
(b) Purchaser shall pay $12,500,000 (the "Cash Portion") to Seller, by wire transfer to such account as Seller shall designate by written notice delivered to Purchaser on or prior to the Closing Date; and
(c) (1).
Manner of Payment of the Purchase Price. For purposes of the Closing, the parties shall make a good-faith estimate of the Closing Purchase Price (the "Estimated Cash Payment"), based upon the most recent ascertainable financial information. At the Closing, Watsxx xxxll pay the Estimated Cash Payment to Seller, by wire transfer to such account as Seller shall designate by written notice delivered to Purchaser not later than two (2) business days prior to the Closing. Following the Closing, the parties shall determine the final Closing Purchase Price, taking into account the adjustments required pursuant to Section 1.3 and employing the procedures and criteria set forth in Sections 1.5 and 1.
Manner of Payment of the Purchase Price. (a) For purposes of the Closing, the parties have made a good faith estimate of the Purchase Price (the “Estimated Purchase Price”) based upon the most recent ascertainable financial information of the Company and the Subsidiaries as of the Effective Time. The final Purchase Price shall be determined, and any necessary adjustment payments shall be made, following the Closing, in accordance with Sections 1.3, 1.5, 1.6 and 1.7.
(b) At the Closing, Purchaser is paying the Estimated Purchase Price to Seller by wire transfer of immediately available funds to such account as Seller has designated by written notice delivered to Purchaser on or prior to the Closing Date.
(c) Following the Closing, the parties shall determine the final Purchase Price, taking into account the adjustments required pursuant to Section 1.3 and employing the procedures and criteria set forth in Sections 1.6 and 1.7. If, based on the Purchase Price as finally determined,
(i) the Purchase Price exceeds the Estimated Purchase Price, Purchaser shall forthwith (but in any event within five (5) Business Days of the final determination of the Purchase Price) pay the amount of such excess to Seller by wire transfer of immediately available funds as directed by Seller in writing to Purchaser, and
(ii) the Estimated Purchase Price exceeds the Purchase Price, Seller shall forthwith (but in any event within five (5) Business Days of the final determination of the Purchase Price) pay the amount of such excess to Purchaser by wire transfer of immediately available funds as directed by Purchaser in writing to Seller.
