Portion of Purchase Price to be Held in Escrow Sample Clauses

Portion of Purchase Price to be Held in Escrow. At the Closing, Buyer will set aside and transfer $300,000 from the Purchase Price to Holmested & Xxxxxx, as escrow agent (the "Escrow Agent"), pursuant to the terms of the escrow agreement in the form of EXHIBIT 3(b) hereto (the "Escrow Agreement"), $300,000 from the Purchase Price for the benefit of Buyer as described below (the "Escrow Funds").
Sample 1
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Portion of Purchase Price to be Held in Escrow. At the Closing, the ---------------------------------------------- Sellers shall set-aside One Hundred Fifty Thousand and 00/100 ($150,000) Dollars from the Purchase Price for the benefit of the Buyer as described below (the "Escrow Funds"). The Escrow Funds shall either be (1) placed in an interest- bearing account with a bank or other financial institution or (2) invested in United States Government securities, short term certificates of deposit, money market securities, investment grade commercial paper or other short-term interest-bearing investment-grade securities. The Escrow Funds shall be made available to the Buyer in the event of any Claims arising pursuant to Section 6(b) hereof for which Buyer is entitled to payment, subject to the $50,000 threshold set forth in Section 6(d) hereof. The Escrow Funds shall be reduced to the levels set forth in the following schedule: DATE ESCROW FUNDS ---- ------------ Closing Date $150,000 First Anniversary of Closing Date $100,000 Second Anniversary of Closing Date $ 50,000 Third Anniversary of Closing Date -0- Any interest accrued on the Escrow Funds shall inure to the benefit of the Sellers.
Sample 1
Portion of Purchase Price to be Held in Escrow. At the Closing, Buyer ---------------------------------------------- shall deposit $300,000 of the Purchase Price with the Escrow Agent in accordance with the Escrow Agreement attached as Exhibit 3(b). The funds held by the Escrow Agent, and any interest or investment earnings thereon, are referred to herein as the "Escrow Funds." The Escrow Funds shall be made available to ABT and the Buyer in the event of any claims arising pursuant to Section 9(b) hereof for which ABT or the Buyer is entitled to payment, subject to the $50,000 threshold set forth in Section 9(d) hereof. The Escrow Funds shall be reduced to the levels set forth in the following schedule: Excess Escrow Funds held by the Escrow Agent at such times shall be paid to Seller in accordance with the Escrow Agreement.
Sample 1
Portion of Purchase Price to be Held in Escrow. At the Closing, the ---------------------------------------------- Sellers shall set-aside 8,000 shares of the ABT Shares for the benefit of ABT and the Buyer as described below (the "Escrow Shares"). The Escrow Shares are subject to the provisions of the Lock-Up and the Guaranty. The Escrow Shares shall be made available to ABT and the Buyer in the event of any claims arising pursuant to Section 9(b) hereof for which ABT and/or the Buyer is entitled to payment, subject to the $25,000 threshold set forth in Section 9(d) hereof. In the event that ABT and/or the Buyer asserts the right to indemnification under Section 9(b) and payment of such claim is not received by ABT and/or the Buyer within 10 days, ABT and /or the Buyer shall have the right to sell a sufficient number of the Escrow Shares to satisfy such claim. The Escrow Shares shall be reduced to the levels set forth in the following schedule: DATE ESCROW SHARES ---- ------------- CLOSING 8,000 SHARES FIRST ANNIVERSARY OF CLOSING DATE 5,000 SHARES SECOND ANNIVERSARY OF CLOSING DATE 2,000 SHARES THIRD ANNIVERSARY OF CLOSING DATE -0- SHARES To the extent that the Sellers wish to sell the Escrow Shares pursuant to the Lock-Up during the Sale Period (as hereinafter defined), such Shares shall be released from Escrow for sale after Sellers have substituted cash for such Shares at a rate of $8.70 per Share. Such monies shall be held in escrow and reduced in the same proportion and at the same times as the Escrow Shares set forth in the table above. Interest, if any, on such monies shall inure to the benefit of the Sellers.
Sample 1
Portion of Purchase Price to be Held in Escrow. At the Closing, the ---------------------------------------------- Sellers shall set-aside and deliver to Xxxxxxx Xxxxx, LLP, as escrow agent (the "Escrow Agent") pursuant to an escrow agreement (the "Escrow Agreement") attached hereto as EXHIBIT 3(B), Six Hundred Thousand and 00/100 ($600,000) Dollars, for the benefit of the Buyer as described below (the "Escrow Funds"). The Escrow Agent shall either (1) place the Escrow Funds in an interest-bearing account with a bank or other financial institution or (2) invest the Escrow Funds in United States Government securities, short term certificates of deposit, money market securities, investment grade commercial paper or other short-term interest-bearing investment-grade securities. The Escrow Funds shall be made available to the Buyer in the event of any Claims arising pursuant to Section 6(b) hereof for which Buyer is entitled to payment, subject to the $10,000 threshold set forth in Section 6(d) hereof. The Escrow Funds shall be reduced to the levels set forth in the applicable column of the following schedule: DATE ESCROW FUNDS CLOSING $600,000 FIRST ANNIVERSARY OF CLOSING DATE $400,000 SECOND ANNIVERSARY OF CLOSING DATE $200,000 THIRD ANNIVERSARY OF CLOSING DATE $0 Any interest accrued on the Escrow Funds shall inure to the benefit of the Sellers.
Sample 1
Portion of Purchase Price to be Held in Escrow. At the Closing, the ---------------------------------------------- Sellers shall set-aside and deliver to ABT, as escrow agent (the "Escrow Agent") pursuant to an escrow agreement (the "Escrow Agreement") attached hereto as EXHIBIT 3(B), One Million and 00/100 ($1,000,000) Dollars, for the benefit of the Buyer as described below (the "Escrow Funds"). The Escrow Funds shall be made available to the Buyer and in the event of any Claims arising pursuant to Section 6(b) hereof for which Buyer is entitled to payment, subject to the thresholds set forth in Section 6(d) hereof. All Escrow Funds in excess of any such Funds made available to the Buyer in respect of any claims on the third anniversary of the Closing Date shall be distributed to Sellers on such date. Interest on such funds shall accrue at the rate of eight (8%) percent per annum payable to the Sellers quarterly.
Sample 1
Portion of Purchase Price to be Held in Escrow. At the Closing, the ---------------------------------------------- Seller shall set-aside Two Hundred Thousand and 00/100 ($200,000) Dollars from the Purchase Price (the "Escrow Funds") for the benefit of the Buyer as described below pursuant to the Escrow Agreement attached hereto as Exhibit 3(c). The Escrow Funds shall either be (i) placed in an interest-bearing account with a bank or other financial institution or (ii) invested in United States Government securities, short term certificates of deposit, money market securities, investment grade commercial paper or other short-term interest- bearing investment-grade securities.
Sample 1
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Related to Portion of Purchase Price to be Held in Escrow

  • Determination of Purchase Price The Securities Administrator will be responsible for determining the Purchase Price for any Mortgage Loan that is sold by the Trust or with respect to which provision is made for the escrow of funds pursuant to this Section 2.03 and shall at the time of any purchase or escrow certify such amounts to the Depositor; provided that the Securities Administrator may consult with the Servicer to determine the Purchase Price unless the Servicer is the Purchaser of such Mortgage Loan. If, for whatever reason, the Securities Administrator shall determine that there is a miscalculation of the amount to be paid to the Trust, the Securities Administrator shall from monies in a Distribution Account return any overpayment that the Trust received as a result of such miscalculation to the applicable Purchaser upon the discovery of such overpayment, and the Securities Administrator shall collect from the applicable Purchaser for deposit to the Securities Account any underpayment that resulted from such miscalculation upon the discovery of such underpayment. Recovery may be made either directly or by set-off of all or any part of such underpayment against amounts owed by the Trust to such Purchaser.

  • Allocation of Purchase Price Buyer shall deliver to Seller at Closing a preliminary allocation among the Auctioned Assets of the Purchase Price and among such other consideration paid to Seller pursuant to this Agreement that is properly includible in Buyer's tax basis for the Auctioned Assets for Federal income tax purposes, and, as soon as practicable following the Closing (but in any event within 10 Business Days following the final determination of the Adjustment Amount), Buyer shall prepare and deliver to Seller a final allocation of the Purchase Price and additional consideration described in the preceding clause, and the post-closing adjustment pursuant to Section 3.02, among the Auctioned Assets (the "Allocation"). The Allocation shall be consistent with Section 1060 of the Code and the Treasury Regulations thereunder. Seller hereby agrees to accept Buyer's Allocation unless Seller determines that such Allocation was not prepared in accordance with Section 1060 of the Code and the regulations thereunder ("Applicable Law"). If Seller so determines, Seller shall within 20 Business Days thereafter propose any changes necessary to cause the Allocation to be prepared in accordance with Applicable Law. Within 10 Business Days following delivery of such proposed changes, Buyer shall provide Seller with a statement of any objections to such proposed changes, together with a reasonably detailed explanation of the reasons therefor. If Buyer and Seller are unable to resolve any disputed objections within 10 Business Days thereafter, such objections shall be referred to the Accountants, whose review will be limited to whether Buyer's Allocation of such disputed items regarding the Allocation was prepared in accordance with Applicable Law. The Accountants shall be instructed to deliver to Seller and Buyer a written determination of the proper allocation of such disputed items within 20 Business Days. Such determination shall be conclusive and binding upon the parties hereto for all purposes, and the Allocation shall be so adjusted (the Allocation, including the adjustment, if any, to be referred to as the "Final Allocation"). The fees and disbursements of the Accountants attributable to the Allocation shall be shared equally by Buyer and Seller. Each of Buyer and Seller agrees to timely file Internal Revenue Service Form 8594, and all Federal, state, local and foreign Tax Returns, in accordance with such Final Allocation and to report the transactions contemplated by this Agreement for Federal Income Tax and all other tax purposes in a manner consistent with the Final Allocation. Each of Buyer and Seller agrees to promptly provide the other party with any additional information and reasonable assistance required to complete Form 8594, or compute Taxes arising in connection with (or otherwise affected by) the transactions contemplated hereunder. Each of Buyer and Seller shall timely notify the other Party and each shall timely provide the other Party with reasonable assistance in the event of an examination, audit or other proceeding regarding the Final Allocation.

  • Calculation of Purchase Price The “Purchase Price” to be paid to each Originator in accordance with the terms of Article III for the Receivables and the Related Rights that are purchased hereunder from such Originator shall be determined in accordance with the following formula: PP = OB x FMVD where: PP = Purchase Price for each Receivable as calculated on the relevant Payment Date. OB = The Outstanding Balance of such Receivable on the relevant Payment Date. FMVD = Fair Market Value Discount, as measured on such Payment Date, which is equal to the quotient (expressed as percentage) of (a) one, divided by (b) the sum of (i) one, plus (ii) the product of (A) the Prime Rate on such Payment Date, times (B) a fraction, the numerator of which is the Days’ Sales Outstanding (calculated as of the last day of the Fiscal Month immediately preceding such Payment Date) and the denominator of which is 365 or 366, as applicable.

  • Purchase Price; Allocation of Purchase Price (a) Subject to the terms and conditions of this Agreement, the purchase price for the Interests and the Purchased Assets (other than the Specified OUS Assets) (such amount, the “Purchase Price”) is payable as follows:

  • Deposit of Repurchase Price On or prior to the Repurchase Date, the Company shall deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust as provided in Section 10.03) an amount of money sufficient to pay the Repurchase Price of the Securities which are to be repaid on the Repurchase Date.

  • Payment of Purchase Price Upon Exercise At the time of any exercise, the Exercise Price of the Shares as to which this Option is exercised shall be paid in cash to the Company, unless, in accordance with the provisions of Section 4.2(c) of the Plan, the Board shall permit or require payment of the purchase price in another manner set forth in the Plan.

  • Balance of Purchase Price The balance of the Purchase Price, less any apportionments set forth in Section 7 hereof, shall be paid in full by Buyer at the Closing by wire transfer of immediately available federal funds, as Seller shall direct.

  • Adjustment of Purchase Price NUMBER AND KIND OF SHARES OR NUMBER OF RIGHTS. The Purchase Price, the number and kind of shares covered by each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 11.

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

  • Purchase Price; Payment of Purchase Price In addition to the Assumed Liabilities described below, the aggregate consideration for the Subject Assets (the “Purchase Price”) shall be the amount equal to: $2,000,000. The Purchase Price shall be subject to adjustment as set forth in Section 1.7 below as so adjusted.

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