Payment of Purchase Price; Escrow. (a) Purchaser has deposited the full amount of the Purchase Price in escrow with Xxxxxx Xxxx LLP, Purchaser’s counsel, located at 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000, serving as an escrow agent (the “Escrow Agent”). Upon delivery to the Escrow Agent of the Certificates, together with the Stock Transfer Powers, the Escrow Agent shall release the Purchase Price to Global in accordance with the Escrow Letter Agreement among Global, Purchaser and the Escrow Agent, dated as of March 17, 2009 (the “Escrow Letter Agreement”), by initiating a wire transfer in the full amount of the Purchase Price in immediately available U.S. funds to Global pursuant to the wire transfer instructions provided by Global in the Escrow Letter Agreement.
Payment of Purchase Price; Escrow. 1 (a) Payment at Closing.....................................................1 (b) Escrow.................................................................1 4.
Payment of Purchase Price; Escrow. (a) No later than the close of business on January 31, 2001, the Purchaser shall deliver to Hibernia National Bank of New Orleans, as escrow agent (the "Xxxxxxx Money Escrow Agent") pursuant to an Escrow Agreement of even date herewith by and among the Purchaser, the Seller and the Xxxxxxx Money Escrow Agent, a copy of which is annexed as Exhibit F hereto (the "Xxxxxxx Money Escrow Agreement"), by wire transfer in immediately available funds, an xxxxxxx money deposit of $500,000 (the "Xxxxxxx Money Deposit"). For the purposes hereof, the Xxxxxxx Money Deposit, together with any and all interest and income earned thereon through the Closing Date, is referred to as the "Xxxxxxx Money Escrow Fund."
Payment of Purchase Price; Escrow. At the Closing, Purchaser shall (a) pay to Seller an amount equal to the Purchase Price minus the sum of the Indemnity Escrow Amount (as defined below), and (b) deposit with the Escrow Agent $5,000,000.00 to be used to satisfy any liabilities governed by Section 10.4 (the "Indemnity Escrow Amount"). The Indemnity Escrow Amount shall be held by the Escrow Agent in accordance with the terms of an Indemnity Escrow Agreement, providing for a release of $2,500,000 less the sum of (i) any pending claims and (ii) any disbursements from the Indemnity Escrow Amount by Escrow Agent on the one (1) year anniversary of the Closing Date and a release of the balance of the Indemnity Escrow Amount together with interest thereon (net of pending claims) on the second (2nd) anniversary of the Closing Date. The parties agree to share all fees and costs of the Escrow Agent. Any payment received by Purchaser from the Escrow Agent shall be reflected on the Closing Date Balance Sheet as satisfying the associated liability
Payment of Purchase Price; Escrow. (a) At Closing, Purchaser shall pay Sellers by wire transfer of immediately available funds an amount in respect of the Purchase Price equal to (i) $31,700,000; provided, however, (a) in the event the projected Closing Aggregate Retail Price of the Merchandise Inventory ("Projected Closing Aggregate Retail Price") for the Repp Stores Business Division on the Closing Date, as same is xxxxected in Sellers' books and records (exclusive of In-Transit Goods (which shall be counted and paid for by Purchaser as otherwise provided in this Agreement) and any shrink reserves), is either greater than or less than, as the case may be, the Aggregate Retail Price Merchandise Inventory Target as set forth in Schedule 3.1(a) hereto applicable to such Business Division, the amount payable by Purchaser at Closing in respect of the Purchase Price shall either be increased or reduced, as the case may be, by an amount equal to the differential between (x) the Projected Closing Aggregate Retail Price of the Merchandise Inventory for such Business Division and the relevant Aggregate Retail Price Merchandise Inventory Target for such Business Division, multiplied by 0.37, and (b) in the event the Projected Closing Aggregate Retail Price of the Merchandise Inventory for the Repp by Mail Business Division is either greater than or less xxxx, as the case may be, the Aggregate Retail Price Merchandise Inventory Target as set forth in Schedule 3.1(a) hereto applicable to such Business Division, the amount payable by Purchaser at Closing in respect of the Purchase Price shall either be increased or decreased, as the case may be, by an amount equal to the differential between (x) the Projected Closing Aggregate Retail Price of the Merchandise Inventory for such Business Division and (y) the relevant Aggregate Retail Price Merchandise Inventory Target for such Business Division, multiplied by 0.45; less (ii) the sum of (x) the H-S-R Approvals Amount and (y) the aggregate amount of any deposits or other monies received by Sellers prior to the Closing Date in respect of any layaway, repair and/or special order merchandise that is included in Merchandise Inventory subject to this Agreement. The Purchase Price shall be further adjusted at Closing in respect of the Accounts Amount, the Store Cash Adjustment Amount, and the Deposit (together with any interest earned thereon), as shall be applicable hereunder. Sellers and Purchaser agree that they shall jointly direct the holder of txx Xxxxxxt ...
Payment of Purchase Price; Escrow. (a) At the Closing, subject to the terms and conditions of this Agreement, and in reliance on the representations, warranties and covenants of Seller contained herein, PC-Sub shall acquire the Assets and pay the Purchase Price to Seller.
Payment of Purchase Price; Escrow. (a) Provided that (i) the Agency Agreement shall have closed and the Agent thereunder shall have made the initial payment due thereunder, (ii) there is no event of default by Seller hereunder and (iii) no condition which would prevent or excuse Purchaser from closing hereunder is then in effect, if the Closing does not occur on or before August 11, 2000 through no fault of Seller, unless otherwise agreed to by the parties, on August 11, 2000 Purchaser will authorize the Deposit Escrow Agent to release and pay the Deposit directly to Seller's lender and shall provide Seller with such additional sums, payable directly to Seller's lender, as may be required, not to exceed $500,000, to pay off Seller's lender in full (such released Deposit and such additional payment are together herein called the "Bank Payment"). If Purchaser does not release the Deposit or make such additional payment, Purchaser agrees to pay at Closing, as an additional adjustment to the Purchase Price, the amount of Seller's accrued interest on the balance owed its lender for the period from August 11, 2000 to the date of Closing. In the event Purchaser makes the Bank Payment, but this Agreement does not subsequently close, Seller will repay the amount of the Bank Payment at the time of and out of the first payments to the Seller under the Backstop Agreement, and hereby grants Purchaser a security interest in any such payments coming due under the Backstop Agreement to secure this obligation, and will execute and file UCC financing statements evidencing such security interest at the time of payment of the Bank Payment.
Payment of Purchase Price; Escrow. 5.1 The purchase price of the Aircraft shall be twelve million United States dollars ($12,000,000.00 USD) (the "Purchase Price") in immediately available funds, payable as follows:
Payment of Purchase Price; Escrow. Payment of the purchase price for the Shares shall be made by the Investors on or before the Closing by wire transfer of immediately available United States funds payable to the Company's account pursuant to the wire transfer instructions provided by the Company. Pending the Closing, all funds paid hereunder shall be deposited by the Company in a separate account maintained by the Company for the benefit of the Investors. If the Company accepts subscriptions (either in whole or in part) for the Shares at or prior to the Closing Date, then all related subscription proceeds received for subscriptions accepted (either in whole or in part) by the Company shall be paid over to the Company at the Closing. If the Company shall not have received and accepted an Investor's subscription (either in whole or in part), then that subscription (or part thereof) shall be void and the relevant funds paid by such Investor, without deduction therefrom or interest thereon, shall be promptly returned to such Investor.
