Payment of Base Purchase Price. The Base Purchase Price shall be paid to Transferor in the following manner:
(a) Transferee shall (i) take subject to the Mortgage Indebtedness in an aggregate amount not in excess of the Base Purchase Price and (ii) receive a credit against the Base Purchase Price in an amount equal to a sum necessary to pay off in full the Mortgage Indebtedness, including any prepayment premium, and to obtain a release of such deeds of trust or mortgages evidencing the Mortgage Indebtedness as of the Closing Date, as evidenced by a payoff letter from the beneficiary of each such deed of trust or mortgage in form and substance satisfactory to Transferee and the Title Company.
(b) Transferee shall pay the sum of Five Hundred Thousand Dollars ($500,000) in Owner's Shares. The number of Owner's Shares required for such payment shall be the quotient obtained by dividing Five Hundred Thousand Dollars ($500,000) by Twenty Six Dollars ($26) (the average of the closing price of the common stock of Golf Trust of America, Inc. for the five (5) day period prior to Closing).
(c) Transferee shall hold back the sum of Seventy-Five Thousand Dollars ($75,000), which shall be credited against the Base Purchase Price, and which shall be retained by Transferee pursuant to Section 5.6 of the Golf Course Lease.
(d) Transferee shall pay the balance of the Base Purchase Price to Transferor in cash, which shall include any amounts necessary to pay for certain tax liabilities of Transferor and the cost incurred by Transferor in connection with the preparation of certain audited financial statements, due diligence costs and closing costs and to permit the liquidation of certain third party-interests in Transferor, as set forth in a schedule to be prepared by Transferor and delivered to Transferee prior to the expiration of the Due Diligence Period, which schedule shall be subject to Transferee's review and approval, which approval shall not be unreasonably withheld.
Payment of Base Purchase Price. On the Signing Date, Purchaser will cause a duly authorized officer of Purchaser to provide Seller with written documentation of a deposit by Purchaser of the Base Purchase Price into a segregated bank account that is under the exclusive control of Purchaser (the "SEGREGATED ACCOUNT"). At the Closing, Purchaser will (a) pay to Seller from the Segregated Account an amount equal to $6,500,000 (or $6,500,000 minus the Adjustment Amount if the Adjustment Amount is deemed final in accordance with Section 2.4(b)) (such amount, the "CLOSING CASH PAYMENT") by wire transfer of immediately available funds to the bank account set forth on a notice given by Seller to Purchaser not later than three business days prior to the Closing Date and (b) deliver to Seller an Option Agreement substantially in the form attached as Exhibit 2.2(b) (the "OPTION AGREEMENT").
Payment of Base Purchase Price. On the Signing Date, Purchaser will cause a duly authorized officer of Purchaser to provide Company with written documentation of a deposit by Purchaser of the Base Purchase Price into a segregated bank account that is under the exclusive control of Purchaser (the "SEGREGATED ACCOUNT"). At the Closing, Purchaser will pay to Sellers from such segregated account an aggregate amount equal to the Base Purchase Price (or the Final Purchase Price if the Adjustment Amount is deemed final in accordance with Section 1.5(d)) (the "CLOSING CASH PAYMENT") by wire transfer of immediately available funds to the bank accounts and in the amounts set forth on a notice given by Sellers to Purchaser not later than three business days prior to the Closing Date.
Payment of Base Purchase Price. At Closing, UNOVA would (i) pay to Amtech in cash the amount equal to the parties' best estimate of the Base Purchase Price (the "Estimated Base Purchase Price") LESS the sum of $10,000,000 and the "Escrow Amount" (as defined in clause (ii) of this sentence), (ii) pay into the "Escrow" (as defined in paragraph (d) below) $2,000,000 (the "Escrow Amount"), and (iii) transfer and assign to Amtech 2,211,900 shares of common stock of Amtech (the "UNOVA Shares"); PROVIDED, HOWEVER, that at the option of UNOVA, UNOVA may instead (x) pay to Amtech in cash the Estimated Base Purchase Price LESS the Escrow Amount, and (y) pay into the Escrow the Escrow Amount (the option described in this proviso is referred to as the "All Cash Option"). In the event that UNOVA elects the All Cash Option, (1) UNOVA's rights arising under that certain agreement (the "Equity Agreement"), dated October 31, 1997, between UNOVA and Amtech, pursuant to which UNOVA purchased the UNOVA Shares, would remain intact, and (2) Amtech would have the option to purchase the UNOVA Shares at the closing market price on the Closing Date. If UNOVA does not elect the All Cash Option, or if it does elect the All Cash Option and Amtech elects to purchase the UNOVA Shares, Xxxxxxx X. Xxxxx, UNOVA's designee to the Board of Directors of Amtech (the "Amtech Board"), would resign from the Amtech Board. Any difference between the Estimated Base Purchase Price and the Base Purchase Price as finally determined (the "Adjustment"), together with applicable interest, would be paid by UNOVA to Amtech or refunded by Amtech to UNOVA in cash within three business days following the final determination of the Base Purchase Price. Prior to execution of the Definitive Agreement, UNOVA and Amtech will reevaluate the appropriateness of the Escrow Amount.
Payment of Base Purchase Price. At the Closing, contemporaneously with the delivery of the documents and materials described in Section 9.2 Buyers shall provide to Sellers or Sellers designee the amount of Five Million Eight Hundred Seventy Nine Thousand Four Hundred Dollars ($5,879,400) USD by certified check or wire transfer of immediately available funds as required by Section 3.1.1.
Payment of Base Purchase Price. The Base Purchase Price shall be paid to Transferor in the following manner:
(a) Within two (2) Business Days following execution of this Agreement, Transferee shall deliver the Deposit to Escrow Agent. The Deposit shall be placed in an interest-bearing account in the name of Escrow Agent. The Deposit shall be tendered to Transferor or Transferee in accordance with the terms of this Agreement. Escrow Agent has agreed to act as escrow agent for the convenience of the Transferee and Transferor without fee or other charges for such service. Escrow Agent shall not be liable for:
(i) any acts taken in good faith but only for its intentional misconduct or gross negligence; (ii) any loss or impairment of funds in the course of collection or on deposit in a financial institution arising out of failure, insolvency or suspension of such financial institution; (iii) expiration of any time limit or other consequence of delay unless a properly executed written instruction, accepted by Escrow Agent, has instructed Escrow Agent to comply with such time limit; (iv) default, error, action or omission of any party to the Agreement; (v) compliance with any legal process, subpoena, writ, order, judgment or decree, whether issued with or without jurisdiction and whether subsequently vacated, modified, set aside or reversed; (vi) any legal effect, insufficiency or undesirability of any instrument deposited with or delivered by Escrow Agent or exchanged by the parties to this Agreement whether or not Escrow Agent prepared such instrument; or (vii) any default, error, action or omission of any party to this Agreement. Escrow Agent may rely upon the written notices, communications, orders or instructions given by any party or reasonably believed by it to be genuine. The parties will indemnify and hold Escrow Agent harmless against any matters directly or indirectly related to the Deposit, including, without limitation, attorneys' fees. Notwithstanding anything to the contrary in this Agreement, if prior to Closing either party makes a demand upon Escrow Agent for the Deposit, Escrow Agent shall give notice to the other party of such demand. Should Escrow Agent not receive an objection from the non-demanding party to the proposed payment within 10 days after such notice, Escrow Agent is authorized to make payment to the demanding party; if an objection is received within such 10-day period or if for any other reason Escrow Agent is in good faith uncertain about its responsibilities...
Payment of Base Purchase Price. The Base Purchase Price shall be due and payable at Closing. Payment of the Base Purchase Price shall be effected in Euros net of any costs and charges by immediately available funds or by wire or similar bank transfer into the Euro-account of Seller in the name of “Sxxxxx Privatstiftung” with account number 303.917, with Raiffeisenlandesbank NÖ-Wien AG, bank sorting code 32000 (BIC: RXXXXXXX; IBAN: AT 63 32000 00000 303 917).
Payment of Base Purchase Price. The Base Purchase Price shall be paid 90% by Purchaser in immediately available funds at Closing and 10% into the escrow account referenced in Section 7.10 below.
Payment of Base Purchase Price. The Parties hereby agree that the Base Purchase Price payable at the Closing shall be paid by Buyer directly to the parties set forth on Exhibit B hereto in the amounts set forth below their names and pursuant to the wire transfer instructions set forth below their names.
Payment of Base Purchase Price. (a) At the Closing, the Buyer shall deliver:
(i) to the Stockholder, certificate(s) for the number of Buyer Shares minus the Escrow Shares; and
(ii) to the Escrow Agent, a certificate representing the Escrow Shares, to be held pursuant to the terms of the Escrow Agreement, as a reserve for all or part of any adjustments pursuant to Section 1.5 and to satisfy all or part of any claims for indemnity pursuant to Article VII hereof.
