Payment of the Initial Purchase Price. Upon the terms and subject to the conditions of this Agreement, at the Closing, Buyer shall pay to M. Xxxxxxx the Goodwill Initial Purchase Price by (a) delivery to M. Xxxxxxx of an amount equal to the Goodwill Initial Purchase Price Cash Consideration, in immediately available funds by wire transfer to the account designated by M. Xxxxxxx in writing at least three (3) Business Days prior to Closing; and (b) electronic delivery to M. Xxxxxxx of that number of shares of restricted common stock of Buyer representing the Goodwill Initial Purchase Price Restricted Stock Consideration, as set forth on Schedule A, to the brokerage or other account designated by M. Xxxxxxx in writing at least three (3) Business Days prior to Closing; provided, however, that if M. Xxxxxxx’x account is not credited with such shares within three (3) Business Days after Closing, then upon notice by M. Xxxxxxx, Buyer shall deliver to M. Xxxxxxx the cash equivalent of the Goodwill Initial Purchase Price Restricted Stock Consideration in immediately available funds by wire transfer to the account designated by M. Xxxxxxx in such notice. Each of the Sellers acknowledges and agrees that all shares delivered to such Seller pursuant to this Section 2.4 shall be deemed to be Restricted Company Shares under the Lock-Up Agreement and shall be subject to the restrictions under the Lock-Up Agreement. Schedule A will be updated by Buyer at the Closing such that the actual amounts of the Goodwill Initial Purchase Price Cash Consideration and Goodwill Initial Purchase Price Restricted Stock Consideration to be paid/issued to M. Xxxxxxx by Buyer at Closing are set forth on Schedule A at Closing, which updated schedule shall be delivered by Buyer to M. Xxxxxxx at the Closing.
Payment of the Initial Purchase Price. The Initial Purchase Price shall be paid on the Closing Date in accordance with Clause 4.3.
Payment of the Initial Purchase Price. In consideration of Seller’s sale, transfer, assignment, conveyance and delivery of the Assets, Contracts and Assumed Liabilities, Buyer shall, at the Closing, pay to Seller by wire transfer of immediately available funds an amount equal to the Initial Purchase Price.
Payment of the Initial Purchase Price. On the date hereof Buyer pays to Sellers the “Initial Price”, in each case on a pro rata basis (as set forth in Schedule 3.2), as follows:
(a) by paying in cash to Sellers’ bank accounts identified in Schedule 3.2 EUR 2,231,250;
(b) by paying the sum of EUR 1,275,000 into the Escrow Account, together the amounts due under Clauses 3.2(b) and 3.3 being the “Escrow Amount”, paid in the Escrow Account pursuant to the terms and conditions of the Escrow Agreement entered into by Buyer, Sellers and the Bank, which account is established to serve as collateral and partial security to secure the rights of the Buyer under Clause 7 of this Agreement and to be used for the Base Purchase Price Adjustment as applicable in accordance with Schedule 3.1; and
(c) by issuing 584,291 shares of common stock, USD 0.001 par value per share of Mitek (the “Mitek Common Stock”) to Sellers distributed amongst them as set out in Schedule 3.2 (such shares, the “Mitek Shares”):
Payment of the Initial Purchase Price. 4.3.1 The Purchaser shall pay the Initial Payment to bank account number [bank account details], with reference to mBalance, in the name of Derdengelden Notariaat Houthoff Buruma N.V., Rotterdam, a designated account (kwaliteitsrekening), no later than 10.00 a.m. CET on the Closing Date and with value on the Closing Date, which amount shall be held by the Notary for and on behalf of the Purchaser until such time as the Shares shall have been transferred to the Purchaser after which the Notary shall hold the Initial Payment for and on behalf of the Seller and shall pay such amount in accordance with the Seller's instructions.
4.3.2 The Purchaser shall pay the Escrow Amount to bank account number [bank account details], with reference to mBalance, in the name of Derdengelden Notariaat Houthoff Buruma N.V., Rotterdam, a designated account (kwaliteitsrekening), no later than 10.00 a.m. CET on the Closing Date and with value on the Closing Date, which amount shall be held by the Notary for and on behalf of the Purchaser until such time as the Shares shall have been transferred to the Purchaser after which the Notary shall pay such amount to the bank account specified in the Escrow Agreement (the "Escrow Account"). The Escrow Agent shall hold such amount for and on behalf of the Seller and the Purchaser in accordance with the terms of the Escrow Agreement. The funds in the Escrow Account shall be disbursed by the Escrow Agent in accordance with the Escrow Agreement.
4.3.3 The Parties have engaged Houthoff Buruma N.V. to effect the payment of the Initial Purchase Price in accordance with this Clause 4.3. The Parties acknowledge that Houthoff Buruma N.V. has no obligation to investigate any circumstances (including bankruptcy) which could affect the validity of the sale, purchase or transfer of the Company Shares and/or the making or receipt of a payment.
Payment of the Initial Purchase Price. (a) At the Closing, Matria shall pay to Seller, via wire transfer of immediately available funds in accordance with the written instructions of the Seller, the Estimated Initial Purchase Price, less Six Hundred Sixty-Seven Thousand Dollars ($687,000.00) to be deposited into escrow pursuant to Section 2.2(b).
(b) Seller and Matria shall each execute and deliver an escrow agreement (the "ESCROW AGREEMENT") in the form attached hereto as Exhibit A (and such reasonable changes as may be requested by the escrow agent) and at the Closing Matria shall deliver the sum of Six Hundred Sixty-Seven Thousand Dollars ($687,000.00) via wire transfer of immediately available funds to the escrow agent under the Escrow Agreement (the "ESCROW AGENT").
Payment of the Initial Purchase Price. The Purchaser shall pay the Initial Purchase Price at the Closing Date as follows:
(a) 84% of the Initial Purchase Price minus the Trade Escrow Amount shall be paid by means of wire transfer to the one or two bank accounts (such accounts with UBS, Headoffice Basle or Zurich, to be indicated by the Sellers not later than 6 (six) business days prior to the Closing Date) (the "ACCOUNTS") for same day receipt; and
(b) 16% of the Initial Purchase Price (the "WARRANTY ESCROW AMOUNT") shall be paid by means of wire transfer in favor of the Escrow Agent to the bank account (such account with UBS, Headoffice Basle or Zurich, to be indicated by the Escrow Agent not later than 3 (three) business days prior to the Closing Date) (the "WARRANTY ESCROW ACCOUNT") for same day receipt;
(c) an amount equivalent to CHF 12'400'000 (twelve million four hundred thousand Swiss Francs) (the "TRADE ESCROW AMOUNT") shall be paid by means of wire transfer in favor of the Escrow Agent to the bank account (such account with UBS, Headoffice Basle or Zurich, to be indicated by the Escrow Agent not later than 3 (three) business days prior to the Closing Date) (the "TRADE ESCROW ACCOUNT") for same day receipt.
Payment of the Initial Purchase Price. The Initial Purchase Price shall be paid as follows: (a) At the Closing, Purchaser shall pay to Sellers by wire transfer of immediately available funds to an account designated by Sellers (such designation to be set forth on the letterhead of Sellers’ bank and to be delivered to Purchaser at least three (3) Business Days prior to the Closing Date) an amount equal to (i) the Initial Purchase Price, less (ii) an amount equal to [ …***…] percent ([…***…]%) of the Initial Purchase Price (the “Initial Escrow Amount”), less (iii) an amount equal to […***…] Dollars ($[…***…]) (as may be adjusted pursuant to Section 3.2(c)(i), the “Special Escrow Amount”), less (iv) an amount equal to the outstanding balance of the Debt of Sellers as of the Closing Date set forth on Schedule 3.2, which amount shall be paid off at Closing by Purchaser on behalf of Sellers. All closing payments shall be reflected on a closing statement to be executed by the parties at Closing (the “Closing Statement”).
Payment of the Initial Purchase Price. 2.5.1 The Parties agree that, upon Closing, the Purchaser shall pay to the Sellers the Initial Purchase Price by wire transfer of immediately available funds to the Sellers’ bank accounts as may be designated in writing by the Sellers’ Representative at least five (5) Business Days prior to the Closing Date (the “Payment at Closing”).
2.5.2 The Parties hereby agree that the Purchaser shall not incur any liability in respect of the allotment amongst the Sellers of the Initial Purchase Price, the Target Companies Estimate Generated Cash, the Payment at Closing or the payment to be made pursuant to Article 2.6.2, as the case may be and that, upon payment by the Purchaser of the Payment at Closing, the Purchaser shall be irrefragably deemed to have paid the Initial Purchase Price in full and to each Seller its portion thereof and such payment shall constitute full satisfaction of the Purchaser’s obligations under Article 2, from which the Purchaser shall be fully and definitively released and have no further liability in relation thereto (except if the Purchaser needs to make a payment to the Sellers pursuant to Article 2.6 below).
Payment of the Initial Purchase Price. The aggregate Initial Purchase Price shall be paid by the respective members of UNILIN Management by wire transfer according to the following wire instructions: Beneficiary: Mohawk Industries, Inc. Account Number: 2052601008907 Bank: Wachovia Bank, N.A. Routing Number: 000000000 Swift Number: XXXXXX00XXX Reference: [Name of Member of UNILIN Management] Such payment shall be made within five business days following the date of this Agreement, as follows :
