Payment of Purchase Consideration. Security National shall pay the Purchase Consideration as required in Section 1.2 of this Agreement. Table of Contents
Payment of Purchase Consideration. Subject to Section 1.4 and Article 8, the full and complete consideration for the sale and transfer of all of the issued and outstanding Company Membership Interests shall be the Total Consideration. Upon the terms and subject to the conditions contained herein Acquirer shall pay (or cause to be paid) through such reasonable procedures as Acquirer may adopt, the Closing Consideration (for the avoidance of doubt, not including the cash to be deposited into escrow in connection herewith pursuant to the provisions of Section 1.2(c) and Article 8) to Seller at the Closing. The Closing Consideration shall be paid by wire transfer of immediately available funds to the bank account designated in writing by Seller to Acquirer.
Payment of Purchase Consideration. 7.1 The purchase consideration as aforesaid shall be discharged as to:-
7.1.1 R62 088 321.73 (sixty two million and eighty eight thousand and three hundred and twenty one rand and seventy three cents) which shall be paid by ERPM in three tranches as follows:-
7.1.1.1 R7 088 321,73 (seven million and eighty eight thousand and three hundred and twenty one rand and seventy three cents) - on the SIGNATURE DATE or so soon thereafter as possible;
7.1.1.2 R20 000 000,00 (twenty million rand) - on the 31 March 2010;
7.1.1.3 R35 000 000,00 (thirty five million rand) - on the earlier of the CLOSING DATE or the 30 June 2010, as the case may be, and all of which shall be paid by ERPM to the ATTORNEYS in trust and to be invested by them (save in the case of the amount referred to in
7.1.1.1 supra) in an interest bearing account as more fully provided in clause 7.2 infra ; and
7.1.2 R20 000 000,00 (twenty million rand), being the agreed value of the ARGONAUT EQUITY, which shall be delivered in negotiable form by ERPM to ERGO URANIUM or its nominee, on the CLOSING DATE.
7.2 The cash amounts payable in accordance with clause 7.1.1 supra, shall be paid by ERPM to the ATTORNEYS in accordance with the provisions of Section 78 (2A) of the Attorneys Act, No 53 of 1979, as amended, of the RSA, and on the basis that:-
7.2.1 the account will be in the name of the ATTORNEYS and under their control;
7.2.2 the provisions hereof constitute the required written instruction/authorisation to the ATTORNEYS in accordance with the aforesaid Act as read with rule 77.1 of the Rules of the Law Society of the Northern Provinces, RSA to so invest such funds if timing permits; and
7.2.3 the said funds plus interest thereon shall, subject to the overriding provisions of clauses 7.3 and 8 infra, be held in trust by the ATTORNEYS as agent for and on behalf of ERPM pending the arrival of the CLOSING DATE and the implementation of the provisions of clause 12 infra, whereupon the purchase consideration shall be released by the ATTORNEYS to ERGO URANIUM and the interest which has accrued thereon, to ERPM.
7.3.1 Notwithstanding anything to the contrary in clauses 7.1 and 7.2 supra, ERPM has agreed that subject to the provisions of clause 8 infra, the amount referred to in clause 7.1.1.1 supra shall be released by the ATTORNEYS to ERGO URANIUM as and by way of an interest bearing loan, as soon as possible after the receipt thereof;
7.3.2 The interest which shall accrue on the loan shall equal that from t...
Payment of Purchase Consideration. At Completion the Purchaser and Caymanco shall pay the aggregate sum of $260,000,000 to the Vendors and RTEH, such payment to be made in accordance with Clause 3.6.
Payment of Purchase Consideration. (a) At Closing, the Buyers shall pay a portion of the Purchase Consideration as follows:
(1) Buyers shall pay to the Sellers, Eleven Million, Nine Hundred Seventy Four Thousand Seven Hundred and Fifxx Xxx xxx 00/000 Xxxxxx Xxxxxx Xxllars ($11,974,752.91) in cash, by wire transfer of immediately available funds to the accounts previously designated by Sellers’ Representative;
(2) Buyers shall deliver to JR two promissory notes, each in the form attached hereto as Exhibit I, each in the principal amount of Three Million United States Dollars ($3,000,000) (the “Promissory Notes”); and
(3) XCel shall issue and deliver to JR Five Hundred Seventy One Thousand, Four Hundred Twenty-Nine (571,429) XCel Shares (the “Initial Shares”), free and clear of all Liens, options, warrants, calls, proxies, rights, commitments, restrictions or agreements of any kind, other than those created or existing pursuant to applicable securities laws or pursuant to this Agreement or any Related Agreement.
(b) On or before October 1, 2014, Buyers shall, subject to Section 3.3(d), pay a portion of the Purchase Consideration equal to One Million United States Dollars ($1,000,000) (the “Initial Holdback Amount”) in cash, by wire transfer of immediately available funds to the accounts previously designated by Sellers’ Representative.
(c) On or before April 1, 2015, Buyers shall, subject to Section 3.3(d), pay a portion of the Purchase Consideration equal to One Million One Hundred Ninety Thousand Two Hundred and Forty Seven and 09/000 Xxxxxx Xxxxxx Xxllars ($1,190,247.09) (the “Second Holdback Amount” and, together with the Initial Holdback Amount, the “Holdback Amount”) in cash, by wire transfer of immediately available funds to the accounts previously designated by Sellers’ Representative.
(d) Notwithstanding the provisions of Sections 3.3(b) and (c) to the contrary, if JRL’s senior lender does not approve all or any portion of the payment of the Holdback Amount in cash, XCel shall issue and deliver to JR on the date on which the applicable Holdback Amount is required to be paid to JR XCel Shares (the “Holdback Shares”), the number of XCel Shares to be determined based on such Holdback Amount divided by the VWAP for the last twenty (20) Business Days prior to the date on which such Holdback Amount is required to be paid to JR by the Buyers.
Payment of Purchase Consideration. The Buyer will pay and satisfy the Purchase Consideration set out in Schedule C at the Closing Time on each Closing Date or other date in a manner provided in Section 9.12.
Payment of Purchase Consideration. The payment of the Purchase Consideration shall be as follows:
(a) subject to the provisions of Section 2.5(a), to the holders of Ferex Common Stock, $1.7381017 per share of Ferex Common Stock, being the Closing Per Share Amount LESS the Per Share Escrow Amount for each share of Ferex Common Stock issued and outstanding on the Closing Date (other than shares held in treasury or by a Ferex Subsidiary); (the "Environmental Escrow Amount") to be deposited into the Environmental Escrow Account pursuant to Section 2.6(b); and
(b) on the Closing Date, the Environmental Escrow Amount, by wire transfer of immediately available funds to an interest-bearing escrow account (the "Environmental Escrow Account"), which Account shall be established under an escrow agreement (the "Environmental Escrow Agreement") in the form of EXHIBIT D;
Payment of Purchase Consideration. Upon compliance with the foregoing provisions, the Purchaser shall pay the Purchase Consideration to the Vendor on Completion in accordance with Paragraph 1.2 or in such manner that the Parties shall agree in writing.
Payment of Purchase Consideration. 3.2.1. In consideration for the sale and transfer of their respective Sale Shares, the Promoters shall be entitled to such portion of the Promoter Consideration, proportionate to their respective holding in the Sale Shares (as specified in SCHEDULE 1A), which shall be paid in cash by CGI in the following manner:
Payment of Purchase Consideration. If the Shareholder complies with its obligations under clause 3.2 , the Optionholder must pay the Purchase Consideration to the Shareholder in immediately available funds on the Completion Date. 10510432_1ã Mallesons Call Option Agreement 4 Xxxxxxx Xxxxxx
