Payment of U.S. Purchase Price Sample Clauses

Payment of U.S. Purchase Price. The purchase price for the U.S. Shares (the "U.S. Purchase Price") shall be the U.S. GAAP book value of Sirius America as of the Measurement Date (in U.S. Dollars). Purchaser shall cause U.S. Purchaser to pay the U.S. Purchase Price in full at the U.S. Closing in accordance with Section 4.2.2.
Sample 1
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Payment of U.S. Purchase Price. Buyer shall pay the US Purchase Price as follows: (a) on the Closing Date, Buyer shall pay: (i) $126,000,000 (subject to adjustment pursuant to Section 2.2.3) of the US Purchase Price to Sellers' Representative, on behalf of Sellers based on their Percentage Ownerships; and (ii) $14,000,000 of the US Purchase Price to the Escrow Agent to hold and disburse pursuant to Section 6.3 and the Escrow Agreement; and (b) after the Closing Date, Buyer shall pay the balance of the US Purchase Price of $45,000,000 as Post-Closing Payments, subject to decreases pursuant to Schedule 2.2.2(b), to Sellers' Representative, on behalf of Sellers based on their Percentage Ownerships, as may be required by and in accordance with Schedule 2.2.2(b).
Sample 1
Payment of U.S. Purchase Price. (a) Subject to the terms and conditions hereof, at the Closing Time, the US Purchaser shall pay the US Purchase Price as follows: (i) the US Purchaser shall pay the US Scheduled Indebtedness owed to the US Scheduled Creditors (which amounts shall not in the aggregate exceed an amount equal to the US Purchase Price less the US Retention Escrow Amount and the Tax Escrow Amount) as set out in the US Scheduled Indebtedness Statement and pay-off letters referred to in Subsection 3.2.2(d); (ii) the US Purchaser shall pay the US Retention Escrow Amount and the Tax Escrow Amount to the Escrow Agent; and (iii) the US Purchaser shall pay an amount equal to the US Purchase Price minus the sum of US Scheduled Indebtedness, the US Retention Escrow Amount and the Tax Escrow Amount to or to the order of the US Vendor and Canadian Vendors; in each such case, by wire transfer of immediately available funds to an account designated in writing to the US Purchaser by the respective recipient of such payment no later than three (3) Business Days prior to Closing. (b) No later than three (3) Business Days prior to the Closing Date, the US Vendor shall deliver to the US Purchaser a statement (the “US Scheduled Indebtedness Statement”) of all Indebtedness secured by any Lien, other than Permitted Liens, against the US Purchased Assets or otherwise representing the deferred or unpaid purchase price of any US Purchased Assets (the “US Scheduled Indebtedness”) existing at the Closing Time. (c) The US Scheduled Indebtedness Statement shall contain the name of the Person to whom any US Scheduled Indebtedness is owed (collectively, the “US Scheduled Creditors”) and the amount, calculated to the Closing Time, of the amount owed to each such US Scheduled Creditor. (d) No later than three (3) Business Days prior to the Closing Date, the US Vendor shall deliver to the US Purchaser pay-off letters from the US Scheduled Creditors containing pay-off amounts, per diems and wire transfer instructions together with registrable discharges of any Liens held by the US Scheduled Creditors against the US Purchased Assets or authorizations by the US Scheduled Creditors in favour of the US Purchaser or its counsel, Fraser Xxxxxx Casgrain LLP, to file such discharges (which discharges and authorizations may be delivered to Fraser Xxxxxx Casgrain LLP in trust pending the payout of the applicable US Scheduled Indebtedness). All such pay-off letters, discharges and authorizations shall be in form and subst...
Sample 1

Related to Payment of U.S. Purchase Price

  • Payment of Receivables Purchase Price In consideration of the sale of the Receivables from the Seller to the Purchaser as provided in Section 2.1, on the Closing Date the Purchaser shall have paid to the Seller the Receivables Purchase Price.

  • Cash Purchase Price The term "Cash Purchase Price" shall have the meaning set forth in Section 2.3(a).

  • Payment of Purchase Price The Purchase Price shall be paid as follows:

  • Payment of the Purchase Price 4.2.1 At least three (3) Business Days prior to the Closing Date, Seller or Altor shall deliver to Buyers a statement that sets forth: (a) its good faith and reasonable best estimates of: (i) the Net Working Capital as of the Closing Date, as calculated and presented on Schedule 4.2.1(a)(i) attached hereto (the “Estimated Net Working Capital”); and (ii) the Cash as of the Closing Date, as calculated and presented on Schedule 4.2.1(a)(ii) attached hereto (the “Estimated Cash”); and (b) the allocation between the Altor Note and the SHB Note of the aggregate initial principal balance in the amount of USD 30 million less an amount equal to the difference between the Estimated Net Working Capital and the Normalized Net Working Capital on a USD by USD basis if the Estimated Net Working Capital is less than the Normalized Net Working Capital (the “Aggregate Initial Principal Balance”). 4.2.2 The cash purchase price to be paid by Buyers to Seller on Closing for the Transferred Shares (the “Cash Purchase Price”) shall be an amount in USD corresponding to the Preliminary Purchase Price (a) less the sum of the Consideration Shares multiplied by the Applicable Ampco Stock Price; and (b) less the Aggregate Initial Principal Balance of the Notes. 4.2.3 The amount to be repaid by Buyers to SHB on Closing as repayment on behalf of ÅAB of the outstanding principal, interest and other amounts due and owing with respect to the Existing Facilities (the “Bank Pay-Off Amount”) shall be an amount in USD corresponding to the Cash Amount (a) plus an amount equal to the difference between the Estimated Net Working Capital and the Normalized Net Working Capital on a USD by USD basis if the Estimated Net Working Capital exceeds the Normalized Net Working Capital provided that such amount shall not exceed SEK 20,000,000; (b) plus the Estimated Cash; (c) less the Unpaid Transaction Expenses; (d) less the Cash Purchase Price; (e) less the lower of (i) the R&W Insurance Premium and (ii) USD 300,000; and (f) plus any other amounts to be paid by Buyers to Seller pursuant to this Agreement. 4.2.4 The Bank Pay-Off Amount and the Aggregate Initial Principal Balance are adjusted in accordance with the provisions of Clause 8. 4.2.5 Any amounts to be paid by Buyers to Seller after Closing pursuant to this Agreement shall be added to the Bank Pay-Off Amount and be paid to SHB as compensation for cancellation of bank debt. 4.2.6 On the Closing Date, the Cash Purchase Price shall be paid by Buyer to SHB and the Converting Note and the Notes shall be issued by Buyer to SHB, in each case as repayment of bank debt on behalf of Seller and for the benefit of US Buyer, and the Bank Pay-Off Amount shall be paid by Buyer to SHB as repayment of bank debt on behalf of ÅAB and for the benefit of US Buyer. 4.2.7 For purposes of determining the Bank Pay-Off Amount pursuant to Clause 4.2.3 amounts in other currencies shall be translated into USD at the Exchange Rates as at four (4) Business Days prior to the Closing Date.

  • Payment of Repurchase Price The Repurchase Price shall be payable, at the option of the Company or its assignee(s), by check or by cancellation of all or a portion of any outstanding purchase money indebtedness owed by Participant to the Company, or such assignee, or by any combination thereof. The Repurchase Price shall be paid without interest within sixty (60) days after exercise of the Repurchase Option.

  • Agreement to Purchase Purchase Price Buyer acknowledges that it was the successful bidder for the Property at the Foreclosure Sale with a successful bid for the Property at the Foreclosure Sale in the amount of [ ] ($ ) (the “Purchase Price”), and agrees to purchase all of the interest in the Property from Seller in accordance with and in reliance upon the terms and conditions of this Agreement.

  • The Purchase Price If the sale of the Property is not subject to HST, Seller agrees to certify on or before (included in/in addition to) closing, that the sale of the Property is not subject to HST. Any HST on chattels, if applicable, is not included in the Purchase Price.

  • Purchase Price Payment The total Purchase Price for the Property is the amount of the successful bid for the parcel at public auction.

  • Base Purchase Price Buyer agrees to pay for the Assets the total sum of Thirty Million and No/100 Dollars ($30,000,000.00) (“Base Purchase Price”) to be paid by direct bank deposit or wire transfer in same day funds at the Closing, subject only to the price adjustments set forth in this Agreement.

  • Purchase Price; Allocation of Purchase Price (a) The purchase price for the Purchased Assets (the “Purchase Price”) is equal to $675,000,000 in cash. The Purchase Price shall be paid as provided in Section 2.07 and shall be subject to adjustment as provided in Section 2.08. Seller shall be treated as receiving a portion of the Purchase Price as agent for any of its Affiliates actually selling, transferring or conveying the Purchased Assets, consistent with the allocation of the Purchase Price pursuant to the Allocation Statement, and Buyer’s payment of the Purchase Price to Seller shall constitute payment by Buyer to any of Seller’s Affiliates actually selling, transferring or conveying the Purchased Assets hereunder. (b) Within 60 days after the Closing, Buyer shall deliver to Seller a statement (the “Allocation Statement”) allocating the Purchase Price (plus Assumed Liabilities and transaction costs, to the extent properly taken into account under Section 1060 of the Code) among the Purchased Assets in accordance with Section 1060 of the Code. If, within five Business Days after delivery of the Allocation Statement, Seller notifies Buyer in writing that Seller objects to the allocation set forth in the Allocation Statement, Buyer and Seller shall use commercially reasonable efforts to resolve such dispute within 20 days. In the event that Buyer and Seller are unable to resolve such dispute within 20 days, Buyer and Seller shall jointly retain KPMG LLP (the “Accounting Referee”) to resolve the disputed items in the manner described in Section 8.10. (c) Each of Buyer and Seller shall (i) be bound by the Allocation Statement, as may be adjusted in accordance with Section 2.06(e), (ii) act in accordance with, and cause its Affiliates to act in accordance with, the Allocation Statement in the preparation, filing and audit of any Tax Return (including filing IRS Form 8594 with its federal Income Tax Return for the taxable year that includes the Closing) and (iii) take no position, and cause its Affiliates to take no position, inconsistent with the allocation reflected on the Allocation Statement on any Tax Return, in any Contest or otherwise, unless required by a Final Determination. (d) In the event that the allocation reflected on the Allocation Statement is disputed by any Taxing Authority, the party receiving notice of the dispute shall promptly notify the other party hereto, and Buyer and Seller shall use their commercially reasonable efforts to defend such allocation in any Tax audit or similar proceeding. (e) If an adjustment is made with respect to the Purchase Price pursuant to Section 2.08, the Allocation Statement shall be adjusted in accordance with Section 1060 of the Code and as mutually agreed by Buyer and Seller. In the event that an agreement is not reached within 20 days after the determination of the Final Closing Working Capital, any disputed items shall be resolved in the manner described in Section 8.10. Buyer and Seller shall file any additional information return required to be filed pursuant to Section 1060 of the Code and to treat the Allocation Statement as adjusted in the manner described in Section 2.06(c). (f) Not later than 30 days prior to the filing of their respective Forms 8594 relating to this transaction, each party shall deliver to the other party a copy of its Form 8594.

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