Payment of Purchase Price and Closing. The purchase and sale contemplated by this Agreement shall be completed on October 13, 2004, or on such earlier date to which the closing is accelerated pursuant to this Section 1.3 (the "Closing Date") at 10 a.m. at RCI's head office in Toronto, Ontario when RCI shall pay the Purchase Price to JVII by wire transfer of funds to the account specified by JVII by written notice to RCI given not later than two business days prior to the proposed Closing Date, and, on the Closing Date, the parties shall make the respective deliveries described in Sections 3.1 and 3.2 of this Agreement. RCI shall be entitled to accelerate the Closing Date to any day that is a business day upon written notice to JVII given no less than three business days prior to the proposed Closing Date. For purposes of this paragraph, "business day" means a day that is not a weekend or statutory holiday in Toronto.
Payment of Purchase Price and Closing. The purchase price to be paid by Buyer to Seller for the assets specified in this Agreement, shall be paid as follows:
Payment of Purchase Price and Closing. The closing of any sale and purchase of the Transferor’s Interest in the Company shall be within thirty (30) days from the later of (A) the date of the final Exercise Notice or (B) delivery of the final appraisal performed pursuant to §8.3(i)(1) above. The Optionor shall pay the purchase price (A) at the time and in accordance with the terms and conditions as stated in the Transfer Notice when the purchase price is determined pursuant to §8.3(i)(1) above or (B) at the closing in all other cases, unless the parties agree on different terms. The Transferor shall deliver documents satisfactory to the Optionor conveying his or her Interest free and clear of all liens, claims, and encumbrances, any of which may be paid out of the purchase price, with the remainder, if any, paid to the Transferor. If the purchase price is insufficient to satisfy any such liens, the Transferor shall discharge the balance.
Payment of Purchase Price and Closing. Payment of the purchase price for Interests purchased pursuant to this Agreement shall be made as follows provided that the purchasing party, whether the Class A Limited Partner, the Partnership, or a Buying Partner, may always elect to pay the purchase price in full in cash instead of on the following terms:
Payment of Purchase Price and Closing. Buyer shall pay the Purchase Price to the Sellers at the Closing by wire transfer of immediately available funds pursuant to the Sellers' written instructions, provided that Buyer shall be required to send only one wire to NST and only one wire to the Xxxxxx Group. Buyer may offset against the Purchase Price due to the Sellers at the Closing by delivery to the Sellers of the Deposit at the Closing pursuant to the Escrow Agreement. The closing of the purchase of the NST Venture Interest and the Shares by Buyer (the "CLOSING") shall take place at the offices of Akin Gump Xxxxxxx Xxxxx & Xxxx, L.L.P., New York, New York (the "CLOSING LOCATION") and shall be held within ten (10) business days after all conditions to the Closing set forth in this Agreement have been satisfied (the "CLOSING DATE"); PROVIDED that, to the extent practicable, it is the parties' intention to close on the last day of a month.
Payment of Purchase Price and Closing. The closing of any sale and purchase of the Transferor’s Interest in the Company shall be within 30 days from the later of (A) the date of the final Exercise Notice; or (B) delivery of the final appraisal performed pursuant to Section 9.3(i)(1). The Optionor shall pay the purchase price (A) at the time and in accordance with the terms and conditions as stated in the Transfer Notice when the purchase price is determined pursuant to Section 9.3(i)(1); or
Payment of Purchase Price and Closing a. Subject to the conditions stated in this Agreement, the consummation of the transactions contemplated by this Agreement (the "Closing Date") shall be held on November 9, 2011 or such other date as BUYER and SELLER agree to in writing. This date, as amended if amended, shall be referred to as the "Closing Date."
b. The Closing shall be held at 0000 0xx Xxx. X. Xxx. 000, Xxxxxxxx, Xxxxxxx 00000.
c. At the Closing the following events shall occur, each being a condition precedent to the others and each being deemed to have occurred simultaneously with the others:
i. SELLER shall execute, acknowledge and deliver (insufficient counterparts to facilitate recording) the assignment, xxxx of sale and conveyance in the form attached as Exhibit "C," conveying the Interests to BUYER. As appropriate, SELLER shall also execute, acknowledge and deliver separate assignments of the Subject Interests on officially approved forms in sufficient counterparts to satisfy applicable statutory and regulatory requirements. BUYER shall pay Seller in immediately available funds, the sum of $700,000.00.
iii. SELLER and BUYER shall execute, acknowledge, and deliver division or transfer orders or letters in lieu of division and transfer orders directing all purchasers of production to make payment of proceeds attributable to production from the Interests, after the Effective Date, to BUYER.
iv. SELLER shall deliver to BUYER the duly executed and acknowledged Notice of Intent to Change Operator (Exhibit E), BUYER must complete and execute the Notice of Intent to Change Operator (Exhibit E), Organizational Report (Exhibit F), and Bond (Exhibit G) forms, which shall be filed with the Montana Board of Oil and Gas.
v. BUYER shall deliver to SELLER 75,000 shares of Stratex restricted common stock. Alternatively, BUYER shall deliver to each of SELLER's individual owners 25,000 shares of Stratex restricted common stock.
Payment of Purchase Price and Closing. The Parties agree that Purchaser shall pay to Vendor the Purchase Price: (i) upon delivery by the Vendor of four (4) originally executed copies of this Agreement including the assignment agreements in the form attached as Schedules D and E; and (ii) upon delivery by the Inventor of all Confidential Information referred to in Section 6.3. Such payment by the Purchaser shall constitute closing of the technology purchase transaction contemplated in this Agreement ("Closing").
Payment of Purchase Price and Closing. 4.01 Subject to the terms of this Agreement, at the Closing the Purchaser shall purchase the Purchased Assets free and clear of all encumbrances in consideration of the payment of the Purchase Price, together with the following adjustments thereto:
(a) prepaid property taxes, annual membership dues or other annual fees as set forth in Schedule "W"; and
(b) revenues from assumed contracts for work and materials performed and provided but not yet paid for by the other contracting party. The Purchase Price as adjusted shall be distributed on Closing by the Vendor's Solicitor in a manner satisfactory to the Purchaser, to ensure the payment from the Purchase Price proceeds of the following:
(1) the Friede Goldman Halter, Inc. mortgage and related promissory note;
(0) xxxx satisfaction of the liens on equipment by the Royal Bank of Canada and John Deere Credit, and any other party that to the Vendor'x xxowledge has a claim against the Purchased Assets;
(3) full satisfaction of all liabilities, including applicable taxes, of the Vendor as set forth in the Statement and Declaration of the Vendor pursuant to the Bulk Sales Act (Newfoundland);
(4) full satisfaction of obligations arising from the termination of the Vendor's two senior executives;
(5) full satisfaction of all other trade payables of the Vendor; and
(6) closing costs incurred by the Vendor to the Closing Date.
(7) full satisfaction of the outstanding claims by or against Siemens Canada Inc. and the Federal Government of Canada with respect to the Quest Project.
(8) full satisfaction of any employee bonuses due to employees of the Vendor up to the Closing Date.
4.02 The balance of the Purchase Price after satisfaction of the above obligations shall be deposited in a trust account in the name of the Vendor's solicitors on conditions mutually satisfactory to the Vendor and the Purchaser pursuant to the terms of the Escrow Agreement which shall include the following conditions:
(1) the Purchaser shall have access to the funds to apply to the payment of (i) expenses incurred in defending any claims of whatever nature brought against the Purchaser, pursuant to this transaction, by a creditor or other party in interest in the jointly administered bankruptcy case of Friede Goldman Halter, Inc. Case No. 01-52173 SEG, pending xx xxx Xxxxxx States Bankruptcy Court for the Southern District of Mississippi (the "Bankruptcy Case") and (ii) expenses incurred in settling or defending any claim brought by Gordon Mayo ...
Payment of Purchase Price and Closing. OF THE TRANSFER OF SHARES OF COMMON STOCK.
(a) Payment for the shares of Common Stock Transferred pursuant to this Article 3 shall be made in one of the following ways: (i) subject to clause (iii) below, if the Remaining Shareholder exercises its First Purchase Option, the Remaining Shareholders shall match the same price and payment terms offered by the proposed third-party transferee (PROVIDED, that any non-cash consideration shall be paid in cash at the present cash value determined pursuant to Section 3.04); or (ii) if a third-party transferee (other than another Shareholder) purchases the Remaining Shareholder's shares of Common Stock pursuant to Section 3.06 or 3.07, such transferee shall match the same price (including the form of the consideration) and payment terms offered to the Selling Shareholder; or (iii) if Media General purchases ANI's shares of Common Stock, Media General may deliver shares of the publicly traded common stock of Media General (valued at the average of the publicly traded closing price for the twenty (20) trading days immediately preceding the date of delivery) or by a combination thereof in payment of the Purchase Price (in which case Media General and ANI shall enter into a registration rights agreement reasonably acceptable to each of them providing ANI with registration rights in respect of such shares comparable to the Registration Rights).
(b) The closing of a sale of shares of Common Stock to the Remaining Shareholders pursuant to Section 3.01 shall occur on a date mutually selected by the Selling Shareholder and the Remaining Shareholders which date is not less than ten (10) nor more than one hundred twenty (120) days after the date the Selling Shareholder delivers the First Right of Purchase Notice under Section 3.02 of this Agreement.
