Purchase Price and Terms of Payment The purchase price (“Purchase Price”) for the Interests is SIXTY FIVE MILLION ONE HUNDRED FIFTY THOUSAND AND NO/100 DOLLARS ($65,150,000.00); provided, however, under certain circumstances, as set forth in Section 3(b) hereof, the Purchase Price is subject to be increased based upon the cost to defease all or a part of the Indebtedness. The Purchase Price shall be paid by Buyer as follows:
A. Within three (3) business days after the Effective Date, Buyer shall deposit the sum of FIVE HUNDRED THOUSAND AND NO/100 DOLLARS ($500,000.00) with the Escrow Agent and the Escrow Agent shall deposit the Xxxxxxx Money (hereinafter defined) in an interest bearing account. Buyer shall be entitled to all interest accumulating on the Xxxxxxx Money, unless Seller is entitled to retain the Xxxxxxx Money as liquidated damages pursuant to the terms of Section 14 below. The initial $500,000 deposit together with interest on all such amounts shall hereinafter collectively be called the “Xxxxxxx Money.” Buyer’s taxpayer identification number is 00-0000000.
B. Upon Closing and subject to the provisions of Section 3(b) hereof, the Indebtedness shall not be discharged or released (whether by pay off or defeasance, as applicable), but shall remain outstanding after Closing and the Buyer shall assume such Indebtedness. The Indebtedness, and all documents executed in connection therewith, is listed on Schedule 6 attached hereto and made a part hereof (hereinafter, the “Loan Documents”).
C. Upon Closing, the Xxxxxxx Money shall be applied against the Purchase Price, and the balance of the Purchase Price (subject to the adjustments set forth in paragraph D below) shall be paid to Seller by wire transfer of immediately available funds pursuant to written instructions from Seller. If this Agreement is terminated pursuant the provisions hereof and Buyer is not in default under this Agreement, then Buyer shall be entitled to a return of the Xxxxxxx Money.
D. The amount of cash payable at Closing shall be equal to the amount of the Purchase Price less the amount of Indebtedness (principal and interest) actually assumed by Buyer at Closing (and not defeased) and for which the Companies are released from liability. Seller acknowledges and agrees that: (a) the Exploration Indebtedness will have an outstanding principal balance of approximately $3,444,276.00 as of December 31, 2003, a fixed interest rate of 8.6251% and a maturity date of June 26, 2009; (b) the Exploration III Indebtedness will have an outstanding principal balance of approximately $3,057,761.00 as of December 31, 2003, a fixed interest rate of 8.75% and a maturity date of August 1, 2007; and (c) the Red Cedar Indebtedness will have an outstanding principal balance of approximately $4,104,082.00 as of December 31,2003, a fixed interest rate of 7.7% and a maturity date of November 1, 2007.
E. Notwithstanding any contrary provision contained herein, the Purchase Price shall also be increased at Closing by an amount equal to the total amount of all escrow amounts held by the holder or holders of all Loans assumed by Buyer at Closing, including, without limitation, escrows for taxes, insurance, leasing upfit costs and leasing commissions.
Manner and Time of Payment All payments by Company of principal, interest, fees and other Obligations hereunder and under the Notes shall be made in Dollars in same day funds, without defense, setoff or counterclaim, free of any restriction or condition, and delivered to Administrative Agent not later than 12:00 Noon (New York City time) on the date due at the Funding and Payment Office for the account of Lenders; funds received by Administrative Agent after that time on such due date shall be deemed to have been paid by Company on the next succeeding Business Day. Company hereby authorizes Administrative Agent to charge its accounts with Administrative Agent in order to cause timely payment to be made to Administrative Agent of all principal, interest, fees and expenses due hereunder (subject to sufficient funds being available in its accounts for that purpose).
Terms of Payment 16.1 The Supplier shall request for payment by submitting invoice(s), delivery note(s) and any other relevant documents as specified in the SCC to the Procuring Entity.
16.2 Payments shall be made promptly by the Procuring Entity, but not later than thirty (30) days after submission of an invoice by the Supplier, and after the Procuring Entity has accepted it.
FEES AND PAYMENT SCHEDULE The fees and payment schedule for furnishing services under this Contract shall be based on the rate schedule which is attached hereto as Exhibit B and by this reference incorporated herein. Said fees shall remain in effect for the entire term of the Contract. Contractor shall provide County with his/her/its Federal Tax I.D. number prior to submitting the first invoice.
Purchase Price and Payment Terms The aggregate purchase price (the “Purchase Price”) shall be Ninety One Million Dollars ($91,000,000), subject to adjustment as provided in Section 1.3 and Section 1.7. Of the Purchase Price, Six Million Nine Hundred Thousand Dollars ($6,900,000) shall be paid by Purchaser’s delivery of 150,000 shares of the common stock, par value $0.001 per share, of Purchaser’s Parent, which shares (the “Purchaser’s Parent Equity”) are valued at Six Million Nine Hundred Thousand Dollars ($6,900,000) (the “Purchaser’s Parent Equity Value”) based upon the price paid by others for similar shares contemporaneously with the Closing. At the Closing, Purchaser shall deliver to Sellers an amount in cash equal to the Purchase Price, minus (i) the Escrow Funds, minus (ii) the aggregate amount of Debt of the Company and its Subsidiaries (disregarding any intercompany Debt) outstanding as of the Closing Date (including any interest, penalties, charges or other fees accrued thereon), minus (iii) Sellers’ Transaction Expenses, minus (iv) the Purchaser’s Parent Equity Value, minus (v) the Off-Balance-Sheet LC Adjustment Amount, all as set forth in the funds flow memorandum attached hereto as Schedule 1.2 (the “Funds Flow Memorandum”) (such amount, the “Closing Cash”). At the Closing, Purchaser shall deliver (w) the Closing Cash by wire transfer of immediately available funds to an account identified by Frost as set forth in the Funds Flow Memorandum, (x) copies of the certificates representing the Purchaser’s Parent Equity to Sellers, (y) the Escrow Funds to the Escrow Agent as contemplated by Section 1.5 below, and (z) to the Company’s lenders and the persons entitled thereto (as shown on the Funds Flow Memorandum) all amounts of the Debt and Sellers’ Transaction Expenses subtracted to determine the Closing Cash. At the Closing, Sellers shall pay and satisfy in full the Excluded Liability set forth in clause (d) of Schedule 1.4.
Price and Terms of Payment To be valid, Supplier's invoices must contain Twitter's Order number and part number, the manufacturer's part number, a full description of the Deliverables, the quantity, unit price and total price, and the delivery address, as applicable. Valid Supplier invoices will become due for payment by Twitter, net thirty (30) days from Twitter's receipt of the Deliverables or the date of receipt of a correct invoice (whichever is later) unless otherwise indicated on the face of the Order. The date of invoice will not predate the date of delivery of the relevant Deliverables. Supplier will send invoices to Twitter's address designated on the face of the Order or to such other address as Twitter may specify in writing. Notwithstanding anything to the contrary contained in the Agreement, (a) Invoices submitted more than six (6) months after Twitter’s receipt of Deliverables will be rejected and no payment shall be made and (b) Twitter shall have no liability whatsoever under the Agreement for amounts due under any such invoice. Currency shall be in United States dollars unless otherwise identified on the face of the Order.
Manner and Place of Payment Principal and interest on this Note and other payments in connection with this Note shall be payable at the Holder’s offices as designated above in lawful money of the United States of America in immediately available funds without set-off, deduction or counterclaim. Upon assignment of the interest of Xxxxxx in this Note, Borrower shall instead make its payment pursuant to the assignee’s instructions upon receipt of written notice thereof. Except as set forth herein, this Note may not be prepaid or mandatorily converted without the consent of the Holder.
Time and Form of Payment Each of the following amounts payable to the Executive under this agreement shall constitute a separate payment for purposes of Section 409A of the Code:
(1) Each pay period installment of Base Salary payable to the Executive pursuant to subparagraphs 10(d)(i) or 10(f)(iii) (each such installment, a “Salary Continuation Payment”). • Each Salary Continuation Payment shall be paid in accordance with the payroll payment schedule of the Companies in effect on the effective date of the Executive’s termination of employment with the Companies.
(2) Any annual incentive bonus payable to the Executive pursuant to subparagraphs 10(d)(ii), 10(f)(iii) or 10(g)(iii) and the amount payable, if any, in excess of the minimum annual incentive bonus payable pursuant to subparagraph 10(e)(ii) (“Full Termination Year Bonus”). • Any Full Termination Year Bonus shall be paid during the calendar year immediately following the calendar year in which the effective date of the Executive’s termination of employment with the Companies occurs, such payment to be made on the date when such bonuses are normally paid by the Companies (but in no event after the end of the calendar year immediately following the calendar year in which the Executive’s termination of employment with the Companies is effective).
(3) Any pro rata portion of the Executive’s annual incentive bonus for the calendar year of the Executive’s termination of employment pursuant to subparagraphs 10(a)(ii) or 10(b)(ii) (“Pro-Rated Termination Year Bonus”). • Any Pro-Rated Termination Year Bonus shall be paid during the calendar year immediately following the calendar year in which the effective date of the Executive’s termination of employment with the Companies occurs, such payment to be made on the date when such bonuses are normally paid by the Companies (but in no event after the end of the calendar year immediately following the calendar year in which the Executive’s termination of employment with the Companies is effective).
(4) Any Base Salary amount payable pursuant to subparagraphs 10(e)(i) or 10(f)(iii) (“Lump Sum Salary”). • Any Lump Sum Salary shall be paid not later than 30 days following the effective date of the Executive’s termination of employment with the Companies.
(5) Any minimum annual incentive bonus for the calendar year in which the Executive terminates employment pursuant to subparagraphs 10(e)(ii) or 10(f)(iii) (“Lump Sum Bonus”). • Any Lump Sum Bonus shall be paid not later than 30 days following the effective date of the Executive’s termination of employment with the Companies.
(6) Any amounts payable as a percentage of the Executive’s Base Salary pursuant to subparagraphs 10(d)(iii) or 10(f)(iii) (“Percentage Base Amount”). • Any Percentage Base Amount shall be paid on the date that is one year after the effective date of the Executive’s termination of employment with the Companies.
(7) Any amounts payable as a percentage of the Executive’s Base Salary pursuant to subparagraphs 10(e)(iii) or 10(f)(iii) (“Lump Sum Percentage Base Amount”). • Any Lump Sum Percentage Base Amount shall be paid not later than 30 days after the effective date of the Executive’s termination of employment with the Companies.
(8) Any amounts payable to the Executive pursuant to subparagraph 10(l) as an “Additional Payment” and any “Gross-Up Payment” (the “Preliminary Gross-Up Payment”). • Any Preliminary Gross-Up Payment shall be paid not later than 30 days following the effective date of the Executive’s termination of employment with the Companies.
(9) Any amounts payable to the Executive pursuant to subparagraph 10(l) as a “further Gross-Up Payment” (the “Adjustment Gross-Up Payment”). • Any Adjustment Gross-Up Payment shall be paid during the calendar year immediately following the calendar year in which the effective date of the Executive’s termination of employment with the Companies occurs.
Purchase Price and Payment Date Each Asset purchased by the Receiver pursuant to this Section 3.4 shall be purchased at a price equal to the Repurchase Price of such Asset less the Related Liability Amount applicable to such Asset, in each case determined as of the applicable Put Date. If the difference between such Repurchase Price and such Related Liability Amount is positive, then the Receiver shall pay to the Assuming Institution the amount of such difference; if the difference between such amounts is negative, then the Assuming Institution shall pay to the Receiver the amount of such difference. The Assuming Institution or the Receiver, as the case may be, shall pay the purchase price determined pursuant to this Section 3.4(d) not later than the twentieth (20th) Business Day following the applicable Put Date, together with interest on such amount at the Settlement Interest Rate for the period from and including such Put Date to and including the day preceding the date upon which payment is made.
Purchase Price and Manner of Payment The aggregate consideration to be paid to Seller by Buyer for the Purchased Assets (the “Purchase Price”) shall be as follows:
(a) Concurrent with the execution and delivery of this Agreement, Buyer shall make a loan in an aggregate amount of $100,000 to Seller against the delivery and execution by Seller of a promissory note (the “Note”) and a Security Agreement (the “Security Agreement”), in the form attached hereto as Exhibit G the proceeds of which are solely to be used to pay such amounts owed by Seller to Certified Technical Services, L.P. (“Certified”). Seller hereby authorizes Buyer to make such payment directly to Certified. On the Closing Date, the Note shall be cancelled and surrendered to Buyer.
(b) Upon the notice of the Escrow Agent that the escrow account has been established, and Buyer and Seller shall make reasonable commercial efforts to established the escrow account within three (3) days of the date hereof, Buyer shall deposited into escrow at Bank of New York pursuant to the Escrow Agreement attached hereto as Exhibit A the sum of Two Hundred Fifty Thousand Dollars ($250,000) (the “Escrow Deposit”). The Escrow Deposit shall be released in accordance with the provisions of Section 9 hereof.
(c) On the Closing Date, Buyer shall pay to Seller, in immediately available funds by wire transfer to such account as shall be designated in a written direction by Kreido to FRB (such directing to be provided no later than three (3) days prior to the Closing Date) the sum of Two Million Dollars Four Hundred Forty Two Thousand Dollars ($2,442,000) less any of the amounts to be paid directly by Buyer to Lienholders in accordance with Section 1.7 hereof.
(d) On the Closing Date, FRB shall issue to Kreido a total of One Million Two Hundred Thousand (1,200,000) shares of FRB common stock, $0.001 par value per share (“Buyer Stock”), of which Three Hundred Thousand (300,000) shares shall be deposited in escrow with Wall Street Transfer Agents, Inc., the transfer agent of FRB, pursuant to the Securities Escrow Agreement in the form attached hereto as Exhibit I, for delivery to Kreido or its designee(s) solely upon delivery of notice of exercise of warrants issued by Kreido on or about January 12, 2007 and only to the extent required to meet its obligations under said warrants. (It being agreed and understood that any of the escrowed Buyer Stock not delivered to Kreido or its designee on or before January 31, 2012, shall be returned to FRB) and cancelled and returned to the status of authorized and unissued capital stock.
(e) On the Closing Date, FRB shall issue to Kreido a Warrant Agreement and Certificate representing the right to purchase up to Two Hundred Thousand (200,000) shares of common stock of FRB at an exercise price of $8.00 per share and having an expiration date five years after the Closing Date, substantially in the form attached hereto as Exhibit B (the “Buyer Warrant”).
(f) On the Closing Date, Buyer shall accept and assume the Assumed Contracts and the Assumed Liabilities.
