PURCHASE PRICE AND EARNEST MONEY Sample Clauses

PURCHASE PRICE AND EARNEST MONEY. 2 Section 1.1 Agreement to Sell and Purchase.......................................................2
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PURCHASE PRICE AND EARNEST MONEY. 3.1 The Parties agree the Purchase Price is USD 6.50 xxxxxxx. 3.2 The Transferee shall pay the Earnest Money For Purchase of USD 650,000 to the Transferor withxx xxxxe days after the execution of this Share Transfer Agreement. 3.3 The Transferee shall pay a total amount of USD 5.85 million to the escrow account agreed by the Parties jointly within 15 days after the execution of this Share Transfer Agreement (but the Transferee bears no liability for overdue payment if the escrow account fails to open for the reasons of the Transferor). The Escrow Agent will be recommended by the Transferee, and formally appointed upon the written approval of the Transferor. The Transferor and the Transferee will enter into an escrow agreement with the Escrow Agent concerning the escrow of the fund hereunder, and shall ensure the Escrow Agent manages and releases the escrow fund in the escrow account in accordance with this Share Transfer Agreement and the escrow agreement. 3.4 Unless the Completion of this Share Transfer Agreement fails, the Purchase Price shall be paid by the Transferee to the bank account designated by the Transferor in writing at the Completion Day, among which USD 650,000 may be set off by the Earnest Money for Purchase specified in Article 3.
Sample 1
PURCHASE PRICE AND EARNEST MONEY. (a) The purchase price ("Purchase Price") xxx the Property is One Million Dollars ($1,000,000). (b) The Purchase Price is payable in cash or by wire transfer at the Closing. (c) Within three (3) business days after the Effective Date, Purchaser shall deliver to Title Company (defined below) $25,000 ("Earnest Money"), either by wire transfer or by a certifiex xx xxshier's check payable to the order of Title Company. The Earnest Money will be held in escrow in an interest-bearixx xxxxunt accruing to the benefit of the party entitled to the Earnest Money under this Contract. Delivery of the Earnexx Xxxxy is a condition precedent to the effectivenexx xx xhis Contract. If the contemplated transaction is consummated in accordance with this Contract, the Earnest Money will be applied to the Purchase Price at thx Xxxxxng. If the transaction is not so consummated, the Earnest Money will be held and delivered by the Title Comxxxx xx provided below.
Sample 1
PURCHASE PRICE AND EARNEST MONEY. The purchase price ("XXXXXASE PRICE") shall be Ten Dollars ($10.00). The Purchase Price takes into account that Buyer will (i) assume the loan, in the original principal amount of $6,480,000, which is secured by a mortgage lien encumbering the Facility (the "SHREVEPORT LOAN"), and (ii) arrange for a credit entity satisfactory to Lender (hereinafter defined) to replace WHSLC Realty, L.L.C. ("WHSLC") as the guarantor under the Shreveport Loan. Simultaneously with, or prior to, its execution of this Contract, Buyer shall pay to the Escrow Agent (as defined in Section 6(a)) the sum of Twelve Thousand Five Hundred Dollars ($12,500) as the earnest money deposit (the "EARNEXX XXXEY"). The Earnest Moxxx xxall be held in exxxxx xending closing. Buyer may, at its option, direct Escrow Agent to invest the Earnest Money in a federally-inxxxxx interest-bearing account designated by Buyer and approved by Seller. All interest which has accrued on the Earnest Money shall be paid to Xxxxx, except that if closing is not consummated, interest on the Earnest Money shall be paid to the xxxxx xntitled to the Earnest Money pursuant to the terxx xxxxof. The Earnest Money shall be applied to txx Xxxxhase Price (with the balance of the Earnest Money returned to Buyer) or xxxxxxise paid to Seller and/or Buyer as provided for herein.
Sample 1
PURCHASE PRICE AND EARNEST MONEY. 2.1 The purchase price (the "PURCHASE PRICE") xxx xhe Property shall be Five Million and No/100 Dollars ($5,000,000) and shall be payable in the manner set forth in Article III below. 2.2 An initial earnest money deposit in the amount of Fifty Thousand and No/100 Dolxxxx ($50,000.00) (the "INITIAL DEPOSIT") shall be payable to the Title Company (hereinafter defined) within three (3) business days after the date which the latter of Seller, Purchaser, and the Title Company have executed this Agreement (the "EFFECTIVE DATE"). An additional deposit of Two Hundred Thousand and No/100 Dollars ($200,000.00) (the "ADDITIONAL DEPOSIT") shall be payable on or before the expiration of the Inspection Period (as hereinafter defined). The Initial Deposit and the Additional Deposit, and all interest accrued thereon, are hereinafter collectively referred to as the "EARNEST MONEY." The Earnest Money shall be placed in an interest beaxxxx xxcount for the xxxxxxt of Purchaser and thereafter shall be applied at Closing (hereinafter defined) in the manner provided in Article III below or otherwise disbursed as provided by the other terms of this Agreement, as applicable. One Hundred and No/100 Dollars ($100.00) of the Earnest Money is a nonrefundable contract consideration (the "INDEPEXXXXX XONSIDERATION") which shall be retained by Seller and constitutes good and valuable consideration for the option contained in this Agreement.
Sample 1
PURCHASE PRICE AND EARNEST MONEY. 3.1 The Parties agree the Purchase Price is RMB [12 mxxxxxx], in which the Transferee shall pay RMB 8,476,800 xx Xxrty A, RMB 2,923,200 to Party B, and RMB 600,000 to Party C. 3.2 The Transferee shall pay the earnest money for purchase of RMB [847,680] to Party A, RMB [292,000] xo Party B, and RMB [60,000] to Party C within three days of the execution of this Share Transfer Agreement. 3.3 Unless the Completion of this Share Transfer Agreement fails, the Purchase Price shall be paid by the Transferee to the bank accounts designated by the Transferors in writing at the Completion Day. The Purchase Price may be set off by the paid earnest money as specified in Article 3.
Sample 1
PURCHASE PRICE AND EARNEST MONEY. 2 3. CLOSINX ............................................................... 3 4. ESCROW ................................................................ 3 5. CONVEYANCE ............................................................ 3 6.
Sample 1
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PURCHASE PRICE AND EARNEST MONEY. The purchase price for the Property (the "Purchase Prxxx") xhall be the amount set forth in Line 5 of the Summary Statement. The Purchase Price, plus or minus prorations and adjustments provided for herein, shall be paid in cash or cash equivalent to Seller on or before 2:00 p.m. (Chicago time) on the Closing Date (as hereinafter defined). On the Date of Agreement, Purchaser shall deposit into the Escrow (as hereinafter defined) cash or certified funds in the amount set forth in Line 6 of the Summary Statement as a non-refundable (except as otherwise provided herein) earnest money deposit (the "Earnest Money"). The Earnest Money shall xx xxxested in accordance wxxx Xxxler's directiox xxx, except as otherwise provided herein, all interest earned on the Earnest Money shall remain the property of and be paid to Seller. Thx xxxx of the investment of the Earnest Money shall be paid from the interest earned thereon before xxxx xxterest is paid out by Title Company. Upon the closing of the transaction contemplated by this Agreement, the Earnest Money shall be paid to Seller and Purchaser shall receive a xxxxxx against the Purchase Price in the amount thereof. If the transaction does not so close, the Earnest Money shall be disbursed in accordance with the terms of thix Xxxxxment.
Sample 1

Related to PURCHASE PRICE AND EARNEST MONEY

  • Purchase Price and Deposit 4.1 The total purchase price for all the Vessels is USD 342,000,000 (United States Dollars Three Hundred and Forty Two Million) (the “Purchase Price”). 4.2 The allocated purchase price for each of the Vessels is set out in Appendix 2 (each, an “Allocated Purchase Price”). 4.3 As security for the correct fulfilment of this Agreement Euronav shall pay on its own behalf and on behalf of the Acceding Buyers a deposit of 10% (ten per cent) of the Purchase Price, equal to USD 34,200,000 (United States Dollars Thirty Four Million Two Hundred Thousand) no later than 2 (two) Banking Days after the Effective Date (the “Deposit”). The Deposit shall be paid to the Escrow Bank no later than 2 (two) Banking Days after the Effective Date. This Deposit shall be placed as Escrow Funds with the Escrow Bank and held by it in an account in the name of the Sellers in accordance with the Escrow Agreement between the Sellers, the Buyers and the Escrow Bank attached hereto as Appendix 4 and the relevant part of the Deposit (being 10% (ten per cent) of the Allocated Purchase Price for that Vessel, each an “Allocated Deposit”) is to be released upon the Buyers and Sellers signing a protocol of delivery and acceptance in respect of that relevant Vessel or released as otherwise provided in this Agreement or the Escrow Agreement. Simultaneously with signing the protocol of delivery and acceptance the Sellers and the Buyers shall also be obliged to sign an Escrow Payment Letter under the Escrow Agreement thereby releasing the relevant Allocated Deposit. Interest on the Deposit, if any, shall be credited to the Buyers upon delivery of each Vessel by reference to the Allocated Deposit. Any fee charged for holding the Deposit shall be borne equally by the Sellers and the Buyers. 4.4 The remaining part of the Allocated Purchase Price (i.e. 90% (ninety per cent)) for a Vessel plus any other amount due under the relevant MOA shall be paid in full free of bank charges by way of conditional payments using SWIFT messages MT202 and MT199 to the Escrow Bank on delivery of the relevant Vessel or, subject to the consent of the Buyers’ financing bank, 1 (one) Banking Day prior to delivery. 4.5 When the Vessel is in every respect physically ready for delivery in accordance with the terms of the relevant MOA, the Sellers shall give the Buyers a written Notice of Readiness for delivery in accordance with the terms of this Agreement and the relevant MOA. The Buyers shall then take delivery of the Vessel promptly but not later than 3 (three) Banking Days after the date that the Notice of Readiness has been given. The Allocated Deposit shall be released from the Escrow Funds in accordance with Clause 4.3 and paid to the Sellers for the relevant Vessel, and the Buyers and Sellers shall jointly instruct the Escrow Bank to release this amount by sending the Escrow Payment Letter simultaneously with the release of the payment of the remainder of the Allocated Purchase Price by the Buyers. 4.6 The Allocated Purchase Price of each Vessel and any other amounts due from the Buyers to the Sellers under this Agreement or each MOA shall be paid by the Buyers to the Sellers in full without any set-off, counterclaim, deduction or withholding unless such right of set-off, counterclaim, deduction or withholding is specified in this Agreement or the MOA.

  • Purchase Price; Deposit (a) The purchase price for the Property is AND 00/100 DOLLARS ($ ) (the “Purchase Price”), payable as follows: (i) TEN PERCENT (10%) of the Purchase Price (which is equal to $ ) (the “Initial Deposit”, and together with the Additional Deposit (as hereinafter defined), if any and to the extent delivered by Purchaser, collectively, the “Deposit”) shall, within five (5) business days after the Effective Date, be deposited by Purchaser with the Title Company (as hereinafter defined), as escrow agent (in such capacity, the “Escrow Agent”) by wire transfer of immediately available funds. Failure by Purchaser to timely deliver the Deposit in accordance with this Section 2(a)(i) shall constitute a material default by Purchaser hereunder and Seller shall be entitled to terminate this Agreement by written notice to Purchaser. The Deposit shall be refundable to Purchaser only to the extent expressly set forth in this Agreement. The Deposit shall be held in a non-interest-bearing, federally-insured account by Escrow Agent in accordance with this Agreement pending the consummation of the Settlement (as defined below). At Settlement, the Deposit shall be paid to Seller on account of the Purchase Price and credited to Purchaser. The giving of the Deposit hereunder shall not be considered to be xxxxxxx money. (ii) Subject to the prorations and adjustments set forth in this Agreement, the balance of the Purchase Price shall be paid to Seller at Settlement by wire transfer of immediately available federal funds. (b) If there is a dispute between Seller and Purchaser regarding whether the Deposit shall be returned to Purchaser or delivered to Seller, Escrow Agent shall have no obligation to either Seller or Purchaser with respect to the Deposit except to interplead (invoke a concursus of) the Deposit into an appropriate court of competent jurisdiction. Escrow Agent may act upon any instrument or other writing believed by Escrow Agent in good faith to be genuine and to be signed and presented by the proper person.

  • 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 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 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; 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.

  • Purchase Price (a) In consideration for the Shares, at the Closing: (i) the Buyer will pay to the Sellers at Closing an aggregate amount equal to (x) Three Million Dollars ($3,000,000), less (y) the sum of (A) any Extension Fee paid pursuant to the Collaboration Agreement and (B) the amount of any liabilities identified on Exhibit 2.2(a) and any other Company GAAP Liabilities (to the extent not paid by the Company prior to the Closing Date), by wire transfer of immediately available funds to the Sellers (the difference of (x) minus (y), the “Net Closing Payment”); (ii) the Buyer will pay the amount of liabilities specified on Exhibit 2.2(a) to such account or accounts specified by the Company for immediate distribution in payment of the liabilities set forth on Exhibit 2.2(a); provided, however, that in no event shall the amounts payable under this Section 2(a)(ii) exceed an amount equal to Three Million Dollars ($3,000,000) minus the Company GAAP Liabilities that are not specified on Exhibit 2.2(a); and (iii) the then outstanding amount of the [***] Loan shall be reduced to zero, ((i), (ii) and (iii) collectively, the”Closing Consideration”) 5 Confidential material which has been omitted and filed separately with the Securities and Exchange Commission. #32620513 v1 (i) The Buyer shall pay to [***] in his capacity as Seller Representative for further distribution to the Sellers at the Closing, the Net Closing Payment, by wire transfer of immediately available funds to the accounts in the United States specified by [***]6 in writing to the Buyer at least three (3) Business Days prior to the Closing. (c) In the event any Company GAAP Liabilities are identified within two (2) years after Closing that were not deducted from the Net Closing Payment as required by Section 2.2(a), Sellers shall reimburse Buyer for each and every such Company GAAP Liability within five (5) Business Days after receiving the Buyer’s written demand therefor. Subject to Section7.4(d), the foregoing does not limit or modify the indemnification obligations in Article 7.

  • Purchase Price Allocation Not more than one hundred eighty (180) days after the Closing Date, Buyer will deliver to the Members a schedule allocating the Base Purchase Price (as adjusted pursuant to Section 2.3.2) as provided in this Section 2.6. As soon as practicable after payment of each of (a) the Final Working Capital Adjustment, (b) the Earnout Amount for the fiscal year ended December 31, 2013, (c) the Earnout Amount for the fiscal year ended December 31, 2014, and (d) the Earnout Amount for the fiscal year ended December 31, 2015, Buyer will deliver to the Members a schedule allocating each such payment in accordance with this Section 2.6. Buyer and the Members agree that the aggregate amount of (a) the Base Purchase Price (as adjusted pursuant to Section 2.3.2), plus (b) the Final Working Capital Adjustment, plus (c) any Earnout Amount received shall be allocated in the following amounts or consistent with the following methodology: (a) first, to the tangible assets of the Company, (b) second, an amount not to exceed Six Hundred Thousand Dollars ($600,000) shall be allocated, solely for Tax purposes, to the non-compete described in Section 6.14, and (c) third, any remaining amount shall be allocated to goodwill and other intangible assets. Except as otherwise required by law or pursuant to a “determination” under Section 1313(a) of the Code, Buyer and the Members agree to act, and will act, and will cause their Affiliates to act, in accordance with such allocations for purposes of all income Taxes, and neither Buyer nor the Members will take any position inconsistent therewith in any Tax Return or similar filings (including IRS Form 8594), any refund claim, any litigation, or otherwise. The Parties acknowledge and agree that the allocation of the Purchase Price as set forth above shall not limit the amount of damages that Buyer may seek for any breach of the covenants contained in Article VI.

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

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

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