Payment of Cash Purchase Price. On the Original Closing Date (subject to the satisfaction of the conditions specified in Section 4.1), each Funding Agent, on behalf of its applicable Owners, paid its Ownership Group Percentage of the Initial Cash Purchase Price for the Transferred Assets relating to the Initial Receivables, not later than 2:00 p.m. New York City time on the Original Closing Date by wire transfer of immediately available funds to the Transferor’s account specified by the Transferor in a notice to each Funding Agent. On the 2016 Amendment Closing Date and on each Funding Date (subject to the satisfaction of the conditions specified in Section 4.2), each Funding Agent, on behalf of its applicable Owners, shall pay its Ownership Group Percentage of the Incremental Funding not later than 2:00 p.m. New York City time on such Funding Date by wire transfer of immediately available funds to the Transferor’s account specified by the Transferor in a notice to each Funding Agent at least four (4) Combined Business Days prior to such Funding Date.
Payment of Cash Purchase Price. The Seller shall have received the Cash Purchase Price less the Seller Transaction Expenses in accordance with Section 2.03.
Payment of Cash Purchase Price. Salem shall pay the Cash Purchase Price as follows:
(a) Simultaneous with the execution of this Agreement, Salem shall deposit $1,600,000 with the Escrow Agent to be held and distributed pursuant to the Escrow Agreement.
(b) At the Closing, Salem shall pay $30,500,000 by wire transfer prior to 3:00 p.m., local Washington, D.C. time, of immediately available federal funds to an account at a bank or financial institution pursuant to wire instructions that Infinity shall deliver to Salem at least one (1) business day prior to the Closing Date.
Payment of Cash Purchase Price. Subject to Section 2.7, the Cash Purchase Price shall be paid as follows:
(a) On the date hereof, Buyer shall deposit an amount equal to Two Million Dollars ($2,000,000) in cash (the "Deposit") into an interest-bearing escrow account maintained by an escrow agent mutually agreeable to the parties (the "Escrow Agent") for the benefit of the parties hereto;
(b) On the Closing Date,
(i) by wire transfer of immediately available funds to an account designated by Seller, Buyer shall pay to Seller (the "Closing Payment") an amount equal to One Hundred Eleven Million Dollars ($111,000,000), minus (A) any adjustment amount for Damages pursuant to Article VI or VII, and plus or minus, as the case may be, (B) the aggregate amount by which the Net Asset Value set forth on the Preliminary Statement required to be delivered prior to Closing pursuant to Section 2.7(a) is greater or less than the corresponding amount of Two Million Five Hundred Eight Thousand Seven Hundred Eighty Seven Dollars ($2,508,787) (the "Base Net Asset Value"), calculated pursuant to Schedule 2.6(b).
(ii) Seller shall be paid the principal amount of the Deposit, and Buyer shall be paid the accrued interest thereon, from the escrow account referenced in Section 2.6(a); and
(iii) Buyer shall pay into an interest bearing escrow account maintained by the Escrow Agent for the benefit of the parties hereto an amount equal to Two Million Dollars ($2,000,000) (subject to adjustment pursuant to Section 2.7, the "Holdback Amount") to be held and distributed in accordance with Article VIII.
Payment of Cash Purchase Price. At the Closing, the Cash Purchase Price shall be paid by the Buyer to the County via wire transfer of immediately available funds in accordance with the wire transfer instructions delivered to the Buyer by the County not less than three (3) Business Days prior to the Closing Date. The County shall immediately upon receipt of the Cash Purchase Price pay to its creditors an amount sufficient to pay all Indebtedness of the County in respect of the Facilities and the other Purchased Assets as of the Closing Date (up to the entire amount of the Cash Purchase Price) as shown on the Payoff Letters (as defined in Section 3.2(a)(xii)) via wire transfer of immediately available funds in accordance with the payment instructions set forth in such Payoff Letters. If the amount of the Cash Purchase Price shall be less than the amount of all Indebtedness of the County in respect of the Facilities and the other Purchased Assets as of the Closing Date, the County shall pay out of its own funds an amount sufficient to pay and discharge in full such Indebtedness of the County in excess of the Cash Purchase Price, which shall include, without limitation, all amounts as may be required to defease or prepay in full the tax-exempt Cxxxx County Sanitary District Bond, Series 2002, and the tax-exempt Cxxxx County Sanitary District Bond, Series 2003A (collectively, the “Bonds”). To the extent that the Cash Purchase Price exceeds the amount necessary for the County to pay all Indebtedness of the County in respect of the Facilities and the other Purchased Assets as of the Closing Date (the "Excess"), such Excess may not be required to be paid by the Buyer to the County at Closing but may, alternatively, be financed by the County. Upon application by the Buyer to the County at least sixty (60) days prior to the date otherwise fixed for Closing, and with the County's consent, the Excess shall be financed by the County, and shall be repaid upon such terms, and at such rate of interest as the County and the Buyer shall agree; in which case the Buyer's repayment obligation with respect to the Excess shall be evidenced by the Buyer's promissory note delivered by the Buyer to the County at the Closing (the “NAV Note”). For the avoidance of doubt, all amounts payable in respect of Liabilities on the Bonds for arbitrage rebate accruing upon defeasance of the Bonds or otherwise are and shall remain the responsibility of the County. If the Buyer shall be required to pay any amounts in respect o...
Payment of Cash Purchase Price. (a) Each of the Amendment and Restatement Closing Date Incremental Funding payable hereunder to the Transferor and the Initial Cash Purchase Price payable hereunder to the Outgoing Purchaser for the Outstanding Transferred Assets shall be paid by the Funding Agents (on behalf of the Owners in their Ownership Groups), on the Amendment and Restatement Closing Date, (x) in the case of the Amendment and Restatement Closing Date Incremental Funding, to the Transferor, and (y) in the case of the Initial Cash Purchase Price, directly to the Existing Bank Purchasers, to pay, on behalf of the Outgoing Purchaser, the aggregate purchase price payable by the Outgoing Purchaser to the Existing Bank Purchasers under the Sale-Back and Termination Agreement, as follows (provided that, with respect to the Initial Cash Purchase Price, the Outgoing Purchaser hereby directs the Owners to make the related payments on its behalf in full satisfaction of the payment obligations to it hereunder, which amounts are being paid on a net basis for administrative convenience):
(i) The TD Bank Funding Agent shall pay an aggregate amount equal to $203,947,368.44, representing (i) the product of (a) the TD Bank Ownership Group’s Ownership Group Percentage multiplied by (b) the sum of (x) the Amendment and Restatement Closing Date Incremental Funding and (y) the Initial Cash Purchase Price minus (ii) the Upfront Fee payable to the TD Bank Funding Agent on the Amendment and Restatement Closing Date, as follows:
(A) an amount equal to $25,344,156.21, by wire transfer of immediately available funds to the Transferor in accordance with the wire instructions set forth in Part I of Schedule VI hereto; and
(B) an amount equal to $178,603,212.23, by wire transfer of immediately available funds to MUFG Bank (Europe), in its capacity as an Existing Bank Purchaser, in accordance with the wire instructions set forth in Part II of Schedule VI hereto;
(ii) MUFG Bank (Europe), in its capacity as the MUFG Bank Funding Agent, shall pay an amount equal to $142,763,157.89, representing the product of (a) the MUFG Bank Ownership Group’s Ownership Group Percentage multiplied by (b) the sum of (x) the Amendment and Restatement Closing Date Incremental Funding and (y) the Initial Cash Purchase Price, to MUFG Bank (Europe), in its capacity as an Existing Bank Purchaser, which payment shall be made, for administrative convenience, by setting off and netting such amount, on a dollar-for-dollar basis, against the amo...
Payment of Cash Purchase Price. The Cash Purchase Price shall be payable by wire transfer of immediately available federal funds to such bank account or accounts as shall be designated in writing by Seller to Buyer at least three (3) business days prior to the Closing.
Payment of Cash Purchase Price. The Cash Purchase Price shall be paid by the Buyer to the Seller by having the Seller retain the Retained Purchase Price Cash in an amount equal to the Cash Purchase Price (it being understood and agreed that by the Seller retaining such amount, the Good Faith Deposit will have been credited and applied to the Cash Purchase Price); PROVIDED that if, at Closing, the actual amount of cash in the Accounts (after deducting the Retained Wind-Down Cash and the Seller Expenses) is less than the Cash Purchase Price, then the Buyer shall pay the shortfall to the Seller in cash at Closing by wire transfer of immediately available funds to an account designated by Seller.
Payment of Cash Purchase Price. On the date of each Purchase hereunder, the applicable Purchasers, or the related Purchaser Agent, shall, upon satisfaction of the applicable conditions set forth herein (including in Article V), make available to the Seller their Ratable Share of the Cash Purchase Price with respect to such Purchase in immediately available funds at the following account: Holder Name: COFINA FUNDING, LLC Bank Name: BMO Xxxxxx Bank, N.A. Address: 000 X. Xxxx Xx., Xxxxxxxxxxx, XX 00000 Account Number: ------- ABA Number: 000000000 Reference: Cofina Funding Securitization Program (Attn: Xxxxx Xxxxxxx) or such other account as designated from time to time by Seller in a written notice to Administrative Agent and each Purchaser Agent. Such Cash Purchase Price shall also be deemed to be paid for Pool Assets and Related Assets by the amounts of any Collections applied as a Reinvestment in accordance with each Purchaser Group’s Ratable Share.
Payment of Cash Purchase Price. (a) The Purchase Price payable pursuant to 1.4.1(i) above shall be paid as follows:
(i) At the Closing, Purchaser shall wire transfer to Sellers in accordance with its direction the amount of $9,503,368.17; and
(ii) At the Closing, for the account of Sellers, Purchaser shall wire transfer to GE Capital in accordance with the terms of the pay-off letters from such entity with respect to indebtedness encumbering any of the Assets, an amount equal to $25,996,631.83.
(b) The Deferred Payments shall consist of 72 monthly payments of Fifty Thousand Dollars ($50,000) each to be made by wire transfer by Purchaser Parent to Sellers commencing April 15, 2011 and continuing on the same day of each of the following 71 months. Notwithstanding the foregoing, upon a sale of the Assets or stock of Purchaser or Purchaser Parent (in each case other than to an affiliate of Rand), all remaining Deferred Payments shall be accelerated and paid by Purchaser Parent upon the closing of such sale. Payment of the Deferred Payments is subject to Section 7.18 below.
