Payment of Purchase Price. The Purchase Price shall be paid as follows:
Payment of Purchase Price. The Purchase Price may be paid (i) in cash or by check, (ii) by the surrender by the Holder to the Company of any promissory notes or other obligations issued by the Company, with all such notes and obligations so surrendered being credited against the Purchase Price in an amount equal to the principal amount thereof plus accrued interest to the date of surrender, or (iii) by any combination of the foregoing.
Payment of Purchase Price. At each Closing the Buyer shall pay to or at the direction of each of the Required Sellers or the Remaining Sellers, as the case may be, (i) for the Acquired Assets other than Nuclear Fuel, Unit 2 and the NAEC Real Property, a payment in immediately available funds equal to the Proportionate Ownership of the Facility Purchase Price for such Sellers participating in such Closing (the "Relevant Facility Purchase Price") allocated among the Required Sellers or the Remaining Sellers, as the case may be, as set forth in SCHEDULE 2.5(B)(I), (ii) for the Nuclear Fuel, a payment in immediately available funds equal to the Proportionate Ownership of the Fuel Purchase Price for such Sellers participating in such Closing (the "Relevant Fuel Purchase Price") allocated among the Required Sellers or the Remaining Sellers, as the case may be, as set forth in SCHEDULE 2.5(B)(II), and (iii) for Xxxx 0, a payment in immediately available funds equal to the Proportionate Ownership of the Unit 2 Purchase Price for such Sellers participating in such Closing (the "Relevant Xxxx 0 Xxxxxxxx Xxxxx") allocated among the Required Sellers or the Remaining Sellers, as the case may be, as set forth in SCHEDULE 2.5(B)(III). At the Closing at which NAEC transfers its Ownership Share to the Buyer, the Buyer shall pay to NAEC for the NAEC Real Property, a payment in immediately available funds equal to the NAEC Real Property Purchase Price.
Payment of Purchase Price. (a) Upon the date of such purchase and sale, Noteholder Secured Parties shall (i) pay to ABL Lender for the account of the ABL Secured Parties as the purchase price therefor the full amount of all of the ABL Debt then outstanding and unpaid (including principal, interest, fees and expenses, including reasonable attorneys’ fees and legal expenses), (ii) furnish cash collateral to ABL Lender in such amounts as ABL Lender determines is reasonably necessary to secure ABL Secured Parties in connection with any issued and outstanding letters of credit issued under the ABL Documents (but not in any event in an amount greater than one hundred five (105%) percent of the aggregate undrawn face amount of such letters of credit) (ABL Lender agrees to refund this cash collateral to the Noteholder Secured Parties to the extent any letter of credit expires or is terminated or any amount is reimbursed from other sources), and (iii) agree to reimburse ABL Secured Parties for any loss, cost, damage or expense (including reasonable attorneys’ fees and legal expenses) in connection with any commissions, fees, costs or expenses related to any issued and outstanding letters of credit as described above and any checks or other payments provisionally credited to the ABL Debt, and/or as to which ABL Secured Parties have not yet received final payment.
(b) Such purchase price and cash collateral shall be remitted by wire transfer in federal funds to such bank account of ABL Lender as ABL Lender may designate in writing to Collateral Agent for such purpose. Interest shall be calculated to but excluding the Business Day on which such purchase and sale shall occur if the amounts so paid by Noteholder Secured Parties to the bank account designated by ABL Lender are received in such bank account prior to 12:00 noon, New York City time and interest shall be calculated to and including such Business Day if the amounts so paid by Noteholder Secured Parties to the bank account designated by ABL Lender are received in such bank account later than 12:00 noon, New York City time.
Payment of Purchase Price. The Investors shall have delivered the purchase price specified in Section 1.2.
Payment of Purchase Price. 4.1 Subject to the provisions of clauses 4.2 or 4.3 as applicable, the Purchase Price is payable by the Purchaser to the Seller as follows -
4.1.1 A deposit of 10% (ten percent) or more (at the election of the Purchaser) within 7 (seven) days from the Signature Date (“the deposit”). The deposit is payable to the Seller’s Conveyancers to be invested in trust in an interest bearing account for the benefit of the Purchaser. In this regard it is recorded that the Seller’s Conveyancers will only be in a position to invest the deposit upon receipt of the to be requested documentation required in terms of the Financial Intelligence Centre Act, No. 38 of 2001.
4.1.2 The balance of the Purchase Price against registration of transfer.
4.2 The Purchaser will deliver to the Seller’s Conveyancers an irrevocable guarantee/s reasonably acceptable to the Seller, issued by a South African Bank or a recognized South African Financial Institution to secure the balance of the Purchase Price.
4.2.1 The aforesaid guarantee/s will be delivered to the Seller’s Conveyancers within 21 (Twenty one) days from being requested to do so, which request will not be made prior to fulfilment of the last of the conditions precedent contained in clause 5. Alternatively, the Purchaser may elect to pay the balance of the Purchase Price, or any part thereof, to the Seller’s Conveyancers who shall invest same together with the deposit as provided for in clause 4.1.1.
4.3 All payments to be made by the Purchaser to the Seller shall be free of bank exchange and/or commission and/or bank charges.
4.4 The Purchaser hereby irrevocably authorises the Seller’s Conveyancers to invest all moneys paid by the Purchaser to the Seller’s Conveyancers on account of the Purchase Price in a trust savings account or other interest bearing account for the Purchaser’s benefit and the capital amount of which will, as part of the Purchase Price, be paid in accordance with the Seller’s instructions on the Transfer Date. The aforesaid therefore constitutes the written authority of the Purchaser to the Seller’s Conveyancers as contemplated in section 86(4) of the Legal Practice Act, No. 28 of 2014, as amended. The Purchaser is aware and agrees that the interest which accrues on such investment is to be for the Purchaser’s benefit and is to be paid to him, after deducting professional fees and costs for administering the investment as soon as possible after the Transfer Date.
Payment of Purchase Price. At the Closing, Buyers shall deliver to Seller a certificate or certificates representing the Purchase Price Shares duly endorsed to Seller, which delivery shall vest Seller with good and marketable title to the Purchase Price Shares, free and clear of all liens and encumbrances.
Payment of Purchase Price. (a) The Purchase Price for any Collateral related to Schedule 1 acquired by the Buyer from the Closing Date Seller on the Closing Date pursuant to this Agreement shall be paid by issuance of certain Subordinated Notes by the Buyer to the Closing Date Seller and by subsequent transfer of such Subordinated Notes from the Closing Date Seller to the Seller’s wholly-owned subsidiary as directed by the Seller.
(b) The Seller, in connection with each Purchase hereunder relating to any Collateral, shall be deemed to have certified, and hereby does certify, with respect to the Collateral to be purchased by the Buyer on such day, that its representations and warranties contained in Article IV are true and correct on and as of such day, with the same effect as though made on and as of such day.
(c) Upon the payment of the Purchase Price for any Purchase, title to the Collateral included in such Purchase shall vest initially in the Closing Date Seller and then in the Buyer as provided herein, whether or not the conditions precedent to such Purchase and the other covenants and agreements contained herein were in fact satisfied; provided that the Closing Date Seller and the Buyer, as applicable, shall not be deemed to have waived any claim it may have under this Agreement for the failure by the Seller or the Closing Date Seller, as applicable, in fact to satisfy any such condition precedent, covenant or agreement.
(d) Collateral Obligations may be purchased or acquired by the Buyer from the Seller or any of its Affiliates hereunder only if (i) the terms and conditions thereof are no less favorable to the Buyer than the terms it would obtain in a comparable, timely purchase or acquisition with a non-Affiliate and (ii) the transactions are effected in accordance with all applicable laws.
Payment of Purchase Price. (a) The purchase price (the "Purchase Price") for the Initial Mortgage Loans and the related Initial Transferred Property to be paid by the Purchaser to the Seller on the Closing Date shall be an amount equal to one-hundred percent (100%) of the related Cut-Off Date Principal Balances. The Purchase Price paid for any Subsequent Mortgage Loans and related Subsequent Transferred Property to be paid by the Purchaser to the Seller on any Subsequent Transfer Date shall be one-hundred percent (100%) of the related Cut-Off Date Principal Balances thereof (as identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Agreement provided by the Seller). In the case of each Additional Balance and the related Transferred Property sold hereunder created on or after the Cut-Off Date or any Subsequent Cut-Off Date, as applicable, and prior to the commencement of the Rapid Amortization Period, the Purchase Price thereof shall be 100% of the principal amount of the related Draw under the related Loan Agreement on the later of the Closing Date or any Subsequent Cut-Off Date, as applicable, and the date of the creation of such Additional Balance, adjusted to reflect such factors as the Seller and the Purchaser mutually agree will result in a purchase price determined to be the fair market value of such Additional Balance and the related Transferred Property.
(b) In consideration of the sale of the Initial Mortgage Loans and the related Transferred Property by the Seller to the Purchaser on the Closing Date, the Purchaser shall pay to the Seller on the Closing Date by wire transfer of immediately available funds to a bank account designated by the Seller, the amount specified above in paragraph (a) for the Initial Mortgage Loans and the related Transferred Property. In consideration of the sale of any Subsequent Mortgage Loan and the related Transferred Property by the Seller to the Purchaser on any Subsequent Transfer Date, the Purchaser shall pay to the Seller by wire transfer of immediately available funds to a bank account designated by the Seller, the amount specified above in paragraph (a) for the applicable Subsequent Mortgage Loans and the related Transferred Property.
(c) [Reserved]
(d) With respect to each Additional Balance transferred hereunder with respect to any Mortgage Loan, the Purchaser shall pay or cause to be paid to the Seller or its designee the Purchase Price specified above for such Additional Balance and the related Transferr...
