Purchase Price and Closing Date Sample Clauses

Purchase Price and Closing Date. A. The purchase price of the Property shall be Sixteen Million Dollars ($16,000,000) (the “Purchase Price”). B. The Purchase Price shall be paid as follows: i. No later than five (5) business days following the first date upon which both Buyer and Seller have executed this Agreement (which first date of signing is defined herein as the “Effective Date”), Buyer shall deposit in escrow with First American Title Company, 0000 Xxxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxxxxxxxxx 00000, Attn: Xxx Xxxxxxx (“Escrow Agent”), a deposit in the amount of Three Hundred Thousand Dollars ($300,000) (which deposit, plus any interest accrued thereon under this Agreement from time to time shall be referred to as the “Deposit”). The deposit shall be held in an interest-bearing account and interest accruing thereon shall be held for the account of Buyer. In the event the sale of the Property as contemplated hereunder is consummated, the Deposit shall be credited against the Purchase Price. Upon Buyer’s delivery of the Inspection Approval Notice (as hereafter defined), but subject to Section 5 and Section 6.B below and any other provisions hereunder expressly providing for the return of the Deposit to Buyer, the Deposit shall become non-refundable to Buyer. ii. Unless this agreement is sooner terminated as provided herein, upon Buyer’s delivery of the Inspection Approval Notice (as hereinafter defined), Buyer will, deposit an additional Four Hundred Fifty Thousand Dollars ($450,000) into escrow with the Escrow Agent (which deposit, plus any interest accrued thereon under this Agreement from time to time shall be referred to as the “Second Deposit” and, together with the Initial Deposit, shall be referred to as the “Deposit”). Upon delivery by Buyer to Escrow Agent, the Second Deposit, subject to Section 5 and Section 6.B. below and any other provisions hereunder expressly providing for the return of the Deposit to Buyer, shall become non-refundable to Buyer. iii. The Purchase Price, reduced by the amount of the Deposits and subject to further adjustment for Closing costs and prorations and any withholding required by Federal, State or local taxation laws, shall be paid to Seller in immediately available funds at the closing of the purchase and sale as contemplated hereunder (the “Closing”). The Closing shall occur in the office of the Escrow Agent unless otherwise mutually agreed to by the parties.
Sample 1
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Purchase Price and Closing Date. (a) The proposed purchase price payable for the Nadella Shares would be the French franc equivalent of U.S. $26,676,000, and the proposed purchase price payable for the Torrington France Shares will be the French franc equivalent of U.S. $3,459,000. (b) Payment of such proposed purchase prices shall be made at the Closing Date.
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Purchase Price and Closing Date. The purchase price for the Assets shall be one million five hundred eighty eight thousand forty four dollars and no cents ($1,588,044.00). The purchase price shall be payable, at BUYER's option, entirely in cash at closing; or by a combination of cash and BUYER's common stock, as follows: one million forty thousand nine hundred sixty four dollars and no cents ($1,040,964.00) in cash at closing and three hundred forty one thousand nine hundred twenty five (341,925) shares of BUYER's common stock valued at $1.60 per share. PROVIDED HOWEVER, notwithstanding the foregoing, all of BUYER's obligations under this Agreement are contingent upon the approval of the issuance of additional shares of BUYER's common stock at its annual shareholder's meeting to be held on January 25, 2000. Should such authorization not be received, BUYER, at its option, may elect to pay the entire purchase price in cash at closing. The sale shall be completed at the offices of the attorneys for BUYER or a place to be mutually agreed upon by BUYER and SELLER, on or before thirty (30) days from the date of the execution of this agreement by both BUYER and SELLER (the "Closing Date"). At the closing, SELLER shall deliver to BUYER a fully executed assignment and conveyance in the form attached hereto as Exhibit "F." The purchase price, or cash portion of the purchase price, as the case may be, shall be paid to SELLER by cashier's check or wire transfer, at BUYER's option, as of the Closing Date.
Sample 1
Purchase Price and Closing Date. The “Purchase Price” for the Property shall be Five Hundred Thousand ($500,000.00), as adjusted in accordance with Section 2.2, the “Adjusted Purchase Price” to be paid on the Closing Date by wire transfer of immediately available funds paid concurrently with the execution of this Agreement (Exhibit “B” wiring instructions for Seller).
Sample 1
Purchase Price and Closing Date. The purchase price for the Assets shall be one million fifty thousand dollars and no cents ($1,050,000) payable entirely with 300,000 shares of BUYER'S common stock, which shall have an agreed value of $3.50 per share for purposes of this Agreement. The sale shall be completed as mutually agreed upon by BUYER and SELLER on or before thirty (30) days from the date of the execution of this agreement by both BUYER and SELLER (the "Closing Date"). At the closing, SELLER shall deliver to BUYER a fully executed assignment and conveyance in the form attached hereto as Exhibit "F." The purchase price shall be paid to SELLER with a stock certificate representing 300,000 shares of BUYER's common stock as of the Closing Date, without regard to any increase or decrease in the market value of BUYER's common stock between the Effective Date and the Closing Date.
Sample 1
Purchase Price and Closing Date. The purchase price for the Assets shall be, in United States Dollars, FIVE MILLION TWO HUNDRED FIFTY THOUSAND AND NO CENTS (USD $5,250,000.00), paid as follows: (a) total cash consideration of United States Dollars FOUR MILLION EIGHT HUNDRED THOUSAND AND NO CENTS (USD $4,800,000.00); and (b) 250,000 unregistered shares of Tipperary Corporation stock, which for the purposes of this transaction shall be valued at USD $450,000.00 regardless of any change in the market price which may occur before Closing (as hereinafter defined). The sale shall be completed by BUYER and SELLER, simultaneously with the execution of this agreement, (the “Closing Date”) pursuant to the terms and conditions hereof. At the closing, SELLER shall deliver to BUYER a fully executed assignment and conveyance in the form attached hereto as Exhibit “E”. The purchase price shall be payable at closing in certified funds, or by wire transfer, at the option of BUYER.
Sample 1
Purchase Price and Closing Date. The purchase price for the Assets shall be one million five hundred thousand dollars and no cents ($1,500,000.00). The purchase price shall be payable, at BUYER's option: entirely in cash at closing; or by a combination of cash and BUYER's common stock, as follows: nine hundred thousand dollars and no cents ($900,00.00) in cash at closing and three hundred seventy-five thousand (375,000) shares of BUYER's common stock valued at $1.60 per share. The sale shall be completed at the offices of the attorneys for BUYER or a place to be mutually agreed upon by BUYER and SELLER, on or before thirty (30) days from the date of the execution of this agreement by both BUYER and SELLER (the "Closing Date"). At the closing, SELLER shall deliver to BUYER a fully executed assignment and conveyance in the form attached hereto as Exhibit "G." The purchase price, or cash portion of the purchase price, as the case may be, shall be paid to SELLER by cashier's check or wire transfer, at BUYER's option, as of the Closing Date.
Sample 1
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Related to Purchase Price and Closing Date

  • Purchase Price and Closing Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Units for an aggregate purchase price of up to $10,000,000 (the “Offering Amount”), at a per Unit purchase price of $4.00 per Unit (the “Purchase Price”). The closing of the purchase and sale of the Units to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of Xxxxxx & Jaclin, LLP, 000 Xxxxx 0 Xxxxx, Xxxxx 000, Xxxxxxxxx, XX 00000 (the “Closing”). Subject to the terms and conditions set forth in this Agreement, the date and time of the Closing shall be the Closing Date (or such later date as is mutually agreed to by the Company and Newbridge Securities Corporation (the “Placement Agent”)), provided, that all of the conditions set forth in Article IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith (the “Closing Date”). Subject to the terms and conditions of this Agreement, at the Closing the Company shall deliver or cause to be delivered to each Purchaser (x) a certificate for the number of Preferred Shares set forth opposite the name of such Purchaser on Exhibit A hereto, (y) its Warrants to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto and (z) any other documents required to be delivered pursuant to Article IV hereof. At the Closing, each Purchaser shall deliver its Purchase Price by wire transfer to the escrow account pursuant to the Escrow General Agreement (as hereafter defined).

  • Purchase Price Closing (a) The total amount which the buying party shall pay the selling party in a purchase shall be the amount that the selling party would have received if the Company (i) sold the Property for an amount equal to the Buy-Sell Stated Value, (ii) satisfied the indebtedness of the Company specifically referred to in subsection (b) below (and no other liabilities) out of the sale proceeds and (iii) distributed the remaining balance to Administrative Agent and PACOP in accordance with their respective percentage ownership interests in the Company (i.e., 51%, in the case of PACOP, and up to 49%, in the case of Administrative Agent). (b) In determining the amount of the liabilities that the Company would pay pursuant to Subsection 2(a)(ii), it shall be assumed that the Company would satisfy (through payment of the full payoff amount), in order, the following liabilities in full (and no others): (i) the Secured Note, and (ii) any Mezzanine Loan Deficiency. As used in this Agreement “Mezzanine Loan Deficiency” shall be determined based upon the actual amount received (or bid or credited, as applicable) by Administrative Agent at a foreclosure sale under and in accordance with the Security Agreement on such Membership Interests as Administrative Agent may foreclose on expeditiously and without opposition; the full payoff amount of the loans evidenced by the Mezzanine Loan Agreement, less the amounts so received, bid or credited, as applicable, shall be the Mezzanine Loan Deficiency. In the event that Administrative Agent has not yet foreclosed on the Pledged Interests, the Mezzanine Loan Deficiency shall be an amount equal to the full outstanding amount of the Mezzanine Loan. Administrative Agent shall provide PACOP notice of such foreclosure sale as required by the New York Uniform Commercial Code. PACOP hereby fully waives any right to challenge the determination and calculation of such Mezzanine Loan Deficiency.

  • Closing Purchase Price Buyer shall have delivered the Closing Purchase Price in accordance with Section 2.5.

  • 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; Purchase and Sale The purchase price for the Mortgage Loans shall be payable by the Company to the Seller on the Closing Date either (i) by appropriate notation of an inter company transfer between affiliates of UBS or (ii) in immediately available Federal funds wired to such bank as may be designated by the Seller. Upon payment of the purchase price by the Company, the Seller shall be deemed to have transferred, assigned, set over and otherwise conveyed to the Company all the right, title and interest of the Seller in and to the Mortgage Loans as of the Cut-Off Date, including all interest and principal due on the Mortgage Loans after the Cut-Off Date (including scheduled payments of principal and interest due after the Cut-Off Date but received by the Seller on or before the Cut-Off Date, but not including payments of principal and interest due on the Mortgage Loans on or before the Cut-Off Date), together with all of the Seller’s right, title and interest in and to the proceeds of any related title, hazard, primary mortgage or other insurance policies together with all rights with respect to the related Mortgage Loans, and only with respect to the Mortgage Loans, under each of the Servicing Agreements (other than those rights under the Servicing Agreements that do not relate to servicing of the Mortgage Loans (including, without limitation, the representations and warranties made by each Servicer (in its capacity as loan seller to the Transferor) and the document delivery requirements of such Servicer and the remedies (including indemnification) available for breaches thereto), which rights were retained by the Transferor pursuant to the Assignment Agreements). The Company hereby directs the Seller, and the Seller hereby agrees, to deliver to the Master Servicer all documents, instruments and agreements required to be delivered by the Company to the Master Servicer under the Pooling and Servicing Agreement and such other documents, instruments and agreements as the Company or the Trustee shall reasonably request. The Seller shall use its reasonable best efforts to cause each Servicer to enter into the related Assignment Agreement in form and substance satisfactory to the Seller and the Company in order to effectuate the assignment to the Company of the Servicing Agreements with respect to the Mortgage Loans.

  • Post-Closing Purchase Price Adjustment 1.9.1 Within ninety (90) days following the Closing Date, Seller shall prepare, or cause to be prepared, and deliver to Purchaser a statement (the “Closing Net Working Capital Statement”) which shall set forth the Net Working Capital of the Newsprint Business and of Apache as of the Closing Time (which shall be set forth separately for each of the Newsprint Business and Apache, but as aggregated shall be referred to as the “Closing Net Working Capital”) and shall be prepared in accordance with Seller’s past accounting methods, policies, practices and procedures and in the same manner, with consistent classification and estimation methodology, as the Financial Statements were prepared, except that the Excluded Assets and the Newsprint Retained Obligations shall be excluded. The Closing Net Working Capital Statement may not be amended by Seller after it is delivered to Purchaser. 1.9.2 Purchaser shall, within thirty (30) days after the delivery of the Closing Net Working Capital Statement to it, complete its review of the Closing Net Working Capital reflected on the Closing Net Working Capital Statement. If Purchaser wishes to dispute the Closing Net Working Capital, Purchaser shall notify Seller in writing in reasonable detail of such disagreement and any reason therefore (“Purchaser’s Objection”), setting forth a specific description of the basis of Purchaser’s Objection and the adjustments to the Closing Net Working Capital that Purchaser believes should be made, on or before the last day of such thirty (30) day period, which Purchaser’s Objection may not be amended by Purchaser after it is delivered to Seller (except to withdraw any such Purchaser’s Objection). Any items on the Closing Net Working Capital Statements not disputed in Purchaser’s Objection shall be irrevocably deemed to be accepted by Purchaser. Seller shall then have thirty (30) days to review and respond to Purchaser’s Objection. If Seller and Purchaser are unable to resolve all of their disagreements with respect to the determination of the foregoing items within thirty (30) days following Seller’s receipt of Purchaser’s Objection (the “Negotiation Period”), they shall refer their remaining differences to a mutually agreeable independent accounting firm of national recognition (other than an independent accounting firm utilized by any of Seller, Apache or Purchaser or any Affiliate of any of the foregoing within the past three (3) years) acceptable to both Seller and Purchaser or if Seller and Purchaser are unable to agree as to such third party accounting firm within ten (10) days after the conclusion of the Negotiation Period, either Seller or Purchaser may request that the Chairman of the American Arbitration Association (or the nominated representative of the Chairman) appoint a third party accounting firm meeting the aforementioned requirements to resolve the dispute (the accounting firm selected being referred to as the “CPA Firm”), who shall determine, only with respect to the remaining differences so submitted, whether and to what extent, if any, the Closing Net Working Capital requires adjustment. The procedure and schedule under which any dispute shall be submitted to the CPA Firm shall be as follows: (a) Within ten (10) days after the later of (i) the end of the Negotiation Period and (ii) the selection of the CPA Firm, Purchaser shall submit any unresolved elements of the Purchaser’s Objection to the CPA Firm in writing (with a copy to Seller), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute a withdrawal by Purchaser of the Purchaser’s Objection with respect to any unresolved element to which such failure relates. (b) Within fifteen (15) days following Purchaser’s submission of the unresolved elements of the Purchaser’s Objection as specified in sub-clause (a) above, Seller shall submit its response to the CPA Firm in writing (with a copy to Purchaser), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute an acceptance by Seller with respect to any unresolved elements to which such failure relates. (c) The CPA Firm shall deliver its written determination to Purchaser and Seller no later than the thirtieth (30th) day after the remaining differences underlying Purchaser’s Objection are referred to the CPA Firm, or such longer period of time as the CPA Firm determines is necessary.

  • Purchase Price and Payment The total Purchase Price for the Property is the amount of the successful bid for the Cabin/Home Site at public auction plus the Maximum Value of the Personal Property.

  • 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.

  • PURCHASE PRICE & TERMS The Buyer agrees to purchase the Property by payment of US Dollars ($ ) as follows: (check one) ☐ - All Cash Offer. No loan or financing of any kind is required in order to purchase the Property. Buyer shall provide Seller written third (3rd) party documentation verifying sufficient funds to close no later than , 20 , at : ☐ AM ☐ PM. Seller shall have three (3) business days after the receipt of such documentation to notify Buyer, in writing, if the verification of funds is not acceptable. If Buyer fails to provide such documentation, or if Seller finds such verification of funds is not acceptable, Seller may terminate this Agreement. Failure of Seller to provide Buyer written notice of objection to such verification shall be considered acceptance of verification of funds.

  • 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.

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