Payment of Purchase Price at Closing. The Investors shall have delivered to the Company the aggregate purchase price owed by such Investors for the Series A Preferred Stock being sold hereunder at the Closing.
Payment of Purchase Price at Closing. The portion of the Purchase Price to be paid at the Closing shall be equal to $7,426,824, payable to the Sellers as follows:
(i) The parties acknowledge that on April 26, 2023, Buyer paid $1,500,000 to an Affiliate of the Sellers (the “Nonrefundable Deposit”). At the Closing, the Nonrefundable Deposit shall be applied to pay a portion of the Purchase Price;
(ii) On or prior to December 20, 2023, Buyer shall deliver the sum of $4,626,824 (the “Initial Escrow Deposit”; the Initial Escrow Deposit, together with any earnings thereon, being the “Escrowed Funds”) to the Escrow Agent for deposit into the Escrow Account pursuant to the Escrow Agreement. (The Parties agree that the Initial Escrow Deposit shall be equal to (A) $7,000,000, which is the amount initially intended to be the Initial Escrow Deposit, minus (B) the Closing Income Tax Liability Adjustment – Cash Portion, minus (C) the Estimated Closing Net Working Capital.) Immediately prior to the Closing Date, the Parties shall execute and deliver an Escrow Closing Notice to the Escrow Agent instructing the Escrow Agent to release the Escrowed Funds to the Sellers and such other Persons (which may include Buyer, certain Governmental Authorities to which Taxes are owed and the Sellers’ financial advisors and attorneys, as applicable) at the Closing as designated therein;
(iii) At the Closing, Buyer shall deliver the Seller Notes to the Sellers. (The Parties agree that the initial principal amount of the Seller Notes shall be equal to (A) $5,500,000, which is the amount initially intended to be the aggregate principal amount of the Seller Notes, minus (B) the Closing Income Tax Liability Adjustment – Note Portion.) The Parties acknowledge and agree that (A) the portion of the Purchase Price that is being paid at the Closing has been reduced by the Closing Income Tax Liability Adjustment, which reduction has been allocated between the Initial Escrow Deposit and the Seller Notes as provided above in this Section 2.02(b), (B) the Licensed Entity shall continue to be liable to pay the federal and Arizona state income tax liabilities comprising the Closing Income Tax Liability Adjustment and (C) notwithstanding anything to the contrary, the Sellers shall have no further responsibility or liability with respect to any such federal or state income tax liabilities (including the non-payment thereof) other than as expressly provided in Section 8.05.
Payment of Purchase Price at Closing. Subject to the satisfaction of all of the conditions set forth in this Agreement, at the Closing, Purchaser shall deliver to the Stockholders the Estimated Purchase Price, minus the Escrow Amount, by wire transfer of immediately available funds. Such amount shall be paid to each Stockholder in the proportions provided in Exhibit G. At the Closing Date, Purchaser shall leave the Escrow Amount in the Bank Account and maintain the Escrow Amount in the Bank Account until the adjustment of the Purchase Price has been finalized pursuant to Section 1.3(c). The payment of the Purchase Price and the completion of transactions contemplated hereby shall be subject to the terms of the Deed of Sale and Purchase and receipt by the Stockholders of the Purchase Price as contemplated herein and therein.
Payment of Purchase Price at Closing. At the Closing, subject to the satisfaction of the conditions set forth in this Agreement, the Purchase Price shall be paid by Purchaser to Sellers by wire transfer of immediately available funds to the account designated by Sellers. The Closing shall be deemed effective as of 24:00 on the Closing Date/00:00 the day after the Closing Date German Time.
Payment of Purchase Price at Closing. On the Closing Date, the Exxxxxx Money Deposit, including any additional deposits made pursuant to this Agreement, shall be credited towards payment of the Purchase Price in accordance with Section 5.D, above. Purchaser shall pay the portion of the Allocated Purchase Price to be paid in cash at Closing to Escrow Agent by certified funds or by wire transfer.
Payment of Purchase Price at Closing. Upon and subject to the terms herein, at Closing and on the Closing Date, Buyer will pay the Estimated Purchase Price to Seller by wire transfer of immediately available funds to the accounts that Seller designates in writing at least two Business Days prior to the Closing Date.
Payment of Purchase Price at Closing. Subject to fulfillment or waiver of the conditions set forth in Article X, at the Closing, Purchaser shall pay to Equity Seller and Asset Seller, respectively, their respective portions of the Purchase Price as described in Section 3.1, by wire transfer of immediately available funds to the accounts designated in writing by Sellers, it being acknowledged by Sellers that the portion of the Purchase Price payable to Asset Seller will be wired to an account exclusively owned by Asset Seller and the portion of the Purchase Price payable to Equity Seller will be wired to an account exclusively owned by Equity Seller.
Payment of Purchase Price at Closing. BUYER agrees to pay to SELLER at the Closing the Purchase Price (as may be adjusted in accordance with Section 5(f)(vii)) by wire transfer or delivery of immediately available federal funds to the following account or any other account specified by SELLER to BUYER at least five days prior to Closing: XX Xxxxxx Xxxxx, New York, NY ABA #000000000 Account #9102001659 c/o ConocoPhillips Company
Payment of Purchase Price at Closing. At the Closing:
(a) Purchasers shall deliver or cause to be delivered to Sellers the excess of the Purchase Price over the Escrow Deposit Amount by wire transfer of immediately available funds to the account or accounts designated by Sellers; and
(b) The Escrow Deposit Amount shall be automatically converted into the Net Asset Value Escrow Amount.
Payment of Purchase Price at Closing. Subject to all of the terms and conditions of this Agreement, at the Closing Purchaser shall pay the Purchase Price, less the Prior Advance, to Seller in immediately available funds.
