Purchase and Sale; Purchase Price. At the Closing, and upon the terms and subject to the conditions of this Agreement, (a) the Seller agrees to sell and convey to the Buyer the Properties, and (b) the Buyer agrees to purchase, accept and pay for the Properties and to assume the Assumed Obligations. In consideration for the conveyance of the Properties, the Buyer will pay to the Seller the purchase price of ONE HUNDRED SIXTEEN MILLION ONE HUNDRED THOUSAND DOLLARS ($116,100,000.00) (the “Purchase Price”) in immediately available funds at Closing (pursuant to wire transfer instructions designated in advance by the Seller to the Buyer in writing) for the account of the Seller. Within two (2) Business Days after the execution of this Agreement, the Buyer will remit to Escrow Agent pursuant to the Escrow Agreement an xxxxxxx money deposit equal to seven and a half percent (7.5%) of the unadjusted Purchase Price (together with any interest earned thereon, the “Deposit”), such amount equal to EIGHT MILLION SEVEN HUNDRED SEVEN THOUSAND FIVE HUNDRED DOLLARS ($8,707,500.00). At Closing, the Parties shall cause the Escrow Agent to remit the Deposit to the Seller, and the Deposit will be applied against the Purchase Price and disbursed in accordance with the Escrow Agreement and the provisions of this Agreement. The Purchase Price will be adjusted as set forth below in this Section 2.
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Samples: Purchase and Sale Agreement (Natural Resource Partners Lp)
Purchase and Sale; Purchase Price. At the Closing, and upon the terms and subject to the conditions of this Agreement, (a) the each Seller agrees to sell and convey to the Buyer the all of its Properties, and (b) the Buyer agrees to purchase, accept and pay for the each Seller’s Properties and to assume all of the Assumed Obligations. In consideration for the conveyance sale of the Properties, the Buyer will pay to the Seller Sellers the purchase price of ONE THREE HUNDRED SIXTEEN THIRTY-FIVE MILLION ONE FIVE HUNDRED THIRTY-EIGHT THOUSAND SEVEN HUNDRED EIGHTY-EIGHT DOLLARS ($116,100,000.00335,538,788.00) (the “Purchase Price”) in immediately available funds at Closing (pursuant to wire transfer instructions designated in advance by the Seller Sellers to the Buyer in writing) for ). Subject to the account provisions of the Seller. Within Section 5.12, within two (2) Business Days after the execution of this AgreementExecution Date, the Buyer will remit to Escrow Agent pursuant pay to the Escrow Agreement Agent for the benefit of the Sellers an xxxxxxx money deposit equal to seven and a one half percent (7.5%) of the unadjusted Purchase Price (such amount, together with any all interest earned thereon, the “Deposit”), such amount equal to EIGHT MILLION SEVEN HUNDRED SEVEN THOUSAND FIVE HUNDRED DOLLARS ($8,707,500.00). The Escrow Agent shall hold the Deposit in the Escrow Account in accordance with this Agreement and the Escrow Agreement. At Closing, the Parties shall cause the Escrow Agent to remit the Deposit to the Seller, and the Deposit will be applied against the Purchase Price, but a portion thereof equal to five percent (5%) of the unadjusted Purchase Price and disbursed will be retained by the Escrow Agent in accordance with the provisions of this Agreement and the Escrow Agreement and at Closing the provisions Parties shall execute and deliver to the Escrow Agent a Joint Instruction directing the Escrow Agent to release to the Sellers (in accordance with Section 2.9) an amount equal to 2.5% of this Agreementthe unadjusted Purchase Price from the Escrow Balance. The Purchase Price will be adjusted (without duplication) as set forth below in this Section 2.
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Purchase and Sale; Purchase Price. At the Closing, and upon the terms and subject to the conditions of this Agreement, (a) the each Seller agrees to sell and convey to the Buyer all of its right, title and interest in and to the Properties, and (b) the Buyer agrees to purchase, accept and pay for the Properties and to assume the Assumed Obligations. In consideration for the conveyance sale of the Properties, the Buyer will pay to the Seller Sellers the purchase price of ONE THREE HUNDRED SIXTEEN MILLION ONE FIFTEEN MILLION, FIVE HUNDRED THOUSAND DOLLARS FORTY-THREE THOUSAND, NINE PURCHASE AND SALE AGREEMENT -17- HUNDRED ELEVEN AND NO/100 Dollars ($116,100,000.00) 315,543,911.00), adjusted as set forth herein (the “Purchase Price”) in immediately available funds at Closing (pursuant to wire transfer instructions designated in advance by the Seller to the Buyer in writing) for the account of the Seller). Within two (2) Business Days business days after the execution of this AgreementExecution Date, the Buyer will remit to Escrow Agent pursuant pay to the Escrow Agreement Agent for the benefit of the Sellers an xxxxxxx money deposit equal to seven and a half ten percent (7.510%) of the unadjusted Purchase Price (such amount, together with any all interest earned thereon, the “Deposit”), such amount equal to EIGHT MILLION SEVEN HUNDRED SEVEN THOUSAND FIVE HUNDRED DOLLARS ($8,707,500.00). The Escrow Agent shall hold the Deposit in the Escrow Account in accordance with this Agreement and the Escrow Agreement. At Closing, the Parties shall cause the Escrow Agent to remit the Deposit to the Seller, and the Deposit will be applied against the Purchase Price and disbursed Price, but retained by the Escrow Agent, all in accordance with the Escrow provisions of this Agreement and the provisions of this Escrow Agreement. The Purchase Price will be adjusted as set forth below in this Section 2.follows:
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Purchase and Sale; Purchase Price. At the Closing, and upon the terms and subject to the conditions of this Agreement, (a) the Seller agrees to sell and convey to the Buyer all of its right, title and interest in and to the Properties, and (b) the Buyer agrees to purchase, accept and pay for the Properties and to assume the Assumed Obligations. In consideration for the conveyance sale of the Properties, the Buyer will pay to the Seller the purchase price of ONE SIX HUNDRED SIXTEEN EIGHTY MILLION ONE NINE HUNDRED SEVENTY-THREE THOUSAND DOLLARS THREE HUNDRED TWENTY-FIVE AND NO/100 Dollars ($116,100,000.00) 680,973,325.00), adjusted as set forth herein (the “Purchase Price”) in immediately available funds at Closing (pursuant to wire transfer instructions designated in advance by the Seller to the Buyer in writing) for the account of the Seller). Within two (2) Business Days business days after the execution of this AgreementExecution Date, the Buyer will remit to Escrow Agent pursuant pay to the Escrow Agreement Agent for the benefit of the Seller an xxxxxxx money deposit equal to seven and a half ten percent (7.510%) of the unadjusted Purchase Price (such amount, together with any all interest earned thereon, the “Deposit”), such amount equal to EIGHT MILLION SEVEN HUNDRED SEVEN THOUSAND FIVE HUNDRED DOLLARS ($8,707,500.00). The Escrow Agent shall hold the Deposit in the Escrow Account in accordance with this Agreement and the Escrow Agreement. At Closing, the Parties shall cause the Escrow Agent to remit the Deposit to the Seller, and the Deposit will be applied against the Purchase Price and disbursed Price, but retained by the Escrow Agent, all in accordance with the Escrow provisions of this Agreement and the provisions of this Escrow Agreement. The Purchase Price will be adjusted as set forth below in this Section 2.follows:
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Purchase and Sale; Purchase Price. At the Closing, and upon the terms and subject to the conditions of this Agreement, (a) the Seller agrees to sell and convey to the Buyer the Properties, and (b) the Buyer agrees to purchase, accept and pay for the Properties and to assume the Assumed Obligations. In consideration for the conveyance sale of the Properties, the Buyer will pay to the Seller the purchase price of ONE HUNDRED SIXTEEN THIRTY-SIX MILLION ONE FOUR HUNDRED EIGHTY-FIVE THOUSAND TWO HUNDRED NINETY-THREE DOLLARS ($116,100,000.00) 136,485,293.00), adjusted as set forth herein (the “Purchase Price”) ), in immediately available funds at Closing (pursuant to wire transfer instructions designated in advance by the Seller to the Buyer in writing) for the account of the Seller. Within two (2) Business Days after the later of (i) the Execution Date or (ii) the execution and delivery of this Agreement, the Buyer will remit to Escrow Agent pursuant to the Escrow Agreement by all parties thereto, Buyer will deliver an xxxxxxx money deposit to Xxxxx Fargo Bank, National Association (the “Escrow Agent”) equal to seven and a half fifteen percent (7.515%) of the unadjusted Purchase Price (together with any interest earned thereon, the “Deposit”), and such amount equal to EIGHT MILLION SEVEN HUNDRED SEVEN THOUSAND FIVE HUNDRED DOLLARS ($8,707,500.00). At Closingamount, the Parties shall cause the Escrow Agent to remit the Deposit to the Seller, including any interest or other amounts earned thereon and the Deposit will be applied against the Purchase Price and disbursed less any disbursements therefrom in accordance with the Escrow Agreement (the “Escrow Fund”), is to be held in accordance with the terms of an Escrow Agreement substantially in the form of Exhibit E attached hereto (the “Escrow Agreement”). The Parties shall instruct the Escrow Agent to release the funds in accordance with Section 11.3 and the provisions of this Escrow Agreement. The Purchase Price will be adjusted as set forth below in this Section 22.
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