Common use of Payment of Base Purchase Price Clause in Contracts

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. 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 apply the Base Purchase Price and (ii) receive a credit against the Base Purchase Price Mortgage Indebtedness 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 Americathen pay, 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 from 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 audits of financial statements, due diligence costs and closing costs costs, and to permit the liquidation of certain third party-party interests in Transferor, as set forth in a the schedule to be prepared by Transferor and delivered to Transferee prior to the expiration of the Due Diligence Perioddue diligence period, which schedule shall be subject to Transferee's review and approval, which approval shall not be unreasonably withheld. (c) Transferee shall then withhold the Cash Withheld Amounts from the Base Purchase Price. (d) Transferee shall then pay One Million Five Hundred Thousand Dollars ($1,500,000) of the remaining portion of the Base Purchase Price by issuing Owner's Shares to Transferor equal to the amount of One Million Five Hundred Thousand Dollars ($1,500,000) provided, however, that such Owner's shares shall be held by Transferee, pursuant to that certain Pledge Agreement, dated as of the Closing Date, by and between Transferor, as Pledgor, and Transferee, as Pledgee, as security for the Transferor's performance, as Tenant under that certain Lease, dated as of the Closing Date, by and between Transferee, as Landlord, and Transferor, as Tenant. The number of Owner's Shares required for such payment shall be the quotient obtained by dividing such One Million Five Hundred Thousand Dollars ($1,500,000) by an amount equal to the daily average of the publicly traded share price for the common stock of the Company (as defined in Section 4.7) for the five (5) days immediately preceding the Closing Date. (e) Transferee shall then pay the remainder of the Base Purchase Price in cash to Transferor. Such amount shall be paid by wire transfer from Transferee to Transferor.

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 Four Million Five Hundred Thousand Dollars ($500,0004,500,000) of the Base Purchase Price to Transferor in Owner's Shares. The number of Owner's Shares required for such payment shall be One Hundred Sixty-Nine Thousand Eight Hundred Eleven (169,811), which is the quotient obtained by dividing Four Million Five Hundred Thousand ($4,500,000) by Twenty-Six and Fifty-Hundredths 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 Closing26.50). (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 costs 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. (d) Transferee shall hold back One Million Dollars ($1,000,000) (the "Holdback Amount") from the Base Purchase Price which shall be retained by Transferee, and not delivered to Transferor, until the later of (i) January 1, 1999, or (ii) the date on which Transferor provides to Transferee a release agreement in form and substance reasonably acceptable to Transferee pursuant to which Xxxxx Xxxxx releases all claims he may have or have in the future against Transferor, Xxxxxxx Xxxxx or the Property resulting from any alleged debt or equity interest of Xxxxx Xxxxx in Transferor or the Property, at which time the Holdback Amount shall be paid to Transferor.

Payment of Base Purchase Price. The Base Purchase Price shall be paid to Transferor in Sellers as set forth below. (1) At the following mannerClosing, the Estimated Base Purchase Price shall be paid to Sellers as follows: (a) Transferee shall (i) take $7,000,000.00 shall be paid by delivery to Sellers of Buyer's installment promissory note in that face amount (the "Secured/Subordinated Promissory Note"), substantially in the form of the promissory note attached to this Agreement as Exhibit B, and secured by a security agreement (the "Security Agreement") substantially in the form of the security agreement attached to this Agreement as Exhibit C; and (ii) $2,250,000.00 shall be paid by delivery to Sellers of 243,097 shares of the common stock, par value $0.01 per share, of Buyer (the "Buyer Common Stock"), which shares of Buyer Common Stock will be fully paid and non-assessable and will be subject to, and entitled to the Mortgage Indebtedness benefits of, the provisions set forth in Section 5.8 and Article 6 of this Agreement; and (iii) $7,000,000.00 (the "Cash Payment") shall be paid to Sellers in immediately available funds by wire transfer to an aggregate amount not account at a banking or other financial institution designated in excess writing by Sellers; and (iv) The balance of the Estimated Base Purchase Price and (iithe "Cash Balance") receive shall be paid to Sellers in immediately available funds by wire transfer to an account at a credit against the Base Purchase Price banking or other financial institution designated 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 writing 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 CompanySellers. (b2) Transferee Within two (2) business days after the Final Closing Date Cash Working Capital Schedule is agreed between Sellers and Buyer, or becomes binding on Sellers and Buyer in accordance with the provisions of Section 1.3, Buyer 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 Sellers or Sellers shall pay to Buyer, as the balance case may be, in immediately available funds but without interest, the amount of the Base Purchase Price any adjustment determined to Transferor be due in cash, which shall include any amounts necessary to pay for certain tax liabilities of Transferor and the cost incurred by Transferor in connection accordance with the preparation provisions 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 withheldsaid section.

Payment of Base Purchase Price. The Base Purchase Price (a) At the Closing, Purchaser shall make, or cause to be paid to Transferor in made, the following mannerpayments as follows: (a) Transferee shall (i) take subject pay to Seller the Estimated Purchase Price (minus the sum of (x) the aggregate of the Adjustment Escrow Amount and (y) the Indemnity Escrow Amount) by wire transfer of immediately available funds to the Mortgage Indebtedness account Seller designates in an aggregate amount not in excess of writing to Purchaser at least two (2) Business Days prior to the Base Purchase Price and Closing Date; (ii) receive a credit against deliver to the Base Purchase Price in Escrow Agent an amount equal to a sum necessary the aggregate of (A) the Indemnity Escrow Amount and (B) the Adjustment Escrow Amount, by wire transfer of immediately available funds into the escrow account established under the Escrow Agreement (the “Escrow Fund”); and (iii) pay the applicable Persons identified in the pay-off letters delivered by Seller pursuant to pay off in full Section 2.5(g)(i) the Mortgage Indebtedness, including any prepayment premium, and to obtain a release of such deeds of trust or mortgages evidencing the Mortgage Indebtedness as respective amounts of the Closing DateDate Indebtedness set forth in such pay-off letters, or as evidenced set forth in the Estimated Closing Statement, by a payoff letter from wire transfer of immediately available funds to the beneficiary of account or accounts designated in each such deed of trust or mortgage in form and substance satisfactory to Transferee and the Title Companypay-off letter. (b) Transferee shall pay Subject to the sum provisions of Five Hundred Thousand Dollars Article XII and the Escrow Agreement, on the date which is eighteen ($500,00018) in Owner's Shares. The number of Owner's Shares required for such payment months following the Closing Date (the “Release Date”), the Indemnity Escrow Amount shall be released and paid to Seller reduced by an amount equal to all amounts with respect to (i) which Purchaser Indemnified Parties have asserted a claim in writing pursuant to Article XII for, but not yet received, disbursement from the quotient obtained by dividing Five Hundred Thousand Dollars Indemnity Escrow Account, and ($500,000ii) by Twenty Six Dollars any unresolved claims of Purchaser Indemnified Parties for indemnification under Article XII of this Agreement ($26all such claims in clauses (i) and (ii) being hereinafter referred to as “Pending Claims”). Promptly upon resolution pursuant to the average Escrow Agreement and Article XII of this Agreement of any Pending Claims, all of the closing price funds then remaining in the Indemnity Escrow Account that would have been released from the Indemnity Escrow Account to Seller as of such Release Date in the common stock absence of Golf Trust of Americasuch Pending Claim, 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 that are not otherwise payable to the expiration of the Due Diligence PeriodPurchaser Indemnified Parties in accordance with such resolution, which schedule shall immediately be subject released and paid to Transferee's review and approval, which approval shall not be unreasonably withheldSeller.