Purchase Price and Escrow. 2.1 As consideration for the Assets Purchaser shall pay to Seller the sum of $ (the “Purchase Price”), which sum shall not include the value of the Inventory as determined according to Section 3.4 hereof (the “Inventory Value”), subject to adjustment as provided in this Agreement.
Purchase Price and Escrow. In consideration of the sale, assignment, transfer and conveyance of all the Purchased Assets (free and clear of all Encumbrances) to Buyer at the Closing, Buyer shall (i) pay Seller $10.0 million in cash, of which $760,000 will be deposited in an account with the Escrow Agent (the “Escrow Cash”), and (ii) issue to Seller shares of Parent Common Stock (collectively, the “Purchase Price”). The Escrow Agent will hold the Escrow Cash as collateral and partial security for Seller’s indemnification obligations under Section 7.2(h) and Section 7.2(i) hereunder for the applicable Escrow Period and will release amounts in accordance with the Escrow Agreement and Article 7, “Indemnification.” The shares of Parent Common Stock shall be issued in the following amount and manner:
Purchase Price and Escrow. In consideration of the sale, assignment, transfer and conveyance of all the Purchased Assets (free and clear of all Encumbrances) to Buyer at the Closing, Buyer shall (i) pay Seller $10.0 million in cash and (ii) issue to Seller shares of Parent Common Stock (collectively, the “Purchase Price”), which shares of Parent Common Stock shall be issued in the following amount and manner:
Purchase Price and Escrow. The aggregate Purchase Price for the Shares shall be $2,875,992. On the date hereof, Buyer shall deposit, into the escrow account established by the Buyer and Seller pursuant to, and on the terms and conditions of, an Escrow Agreement of even date herewith by and among the Buyer, the Seller and Pxxxx Xxxxxxx LLP as Escrow Agent (the “Escrow Account”), as a credit against the Purchase Price, an aggregate of $400,000 (the “Deposit”). The Deposit shall be refundable to Buyer or released to the Seller pursuant to the terms of the Escrow Agreement. At the Closing hereunder, Buyer shall pay the balance of the Purchase Price, $2,475,992 into the Escrow Account and the aggregate Purchase Price so deposited into the Escrow Account shall be released to the Seller pursuant to the terms of the Escrow Agreement.
Purchase Price and Escrow. (a) Subject to the adjustments and prorations hereinafter described, and the satisfaction of the terms and conditions contained herein, the Purchase Price will be paid as follows: $10,000.00 has been paid by BUYER to Escrow Agent as a deposit (the initial deposit and any additional/extension deposit are collectively referred to as the “Deposit”) prior to the date hereof and is being held pursuant to a separate written undertaking. $15,000.00 will be paid by BUYER to Escrow Agent as a deposit within two (2) business days after the execution of this Agreement by BUYER and SELLER. $25,000.00 will be paid by BUYER to Escrow Agent as a deposit within two (2) business days after the conclusion of the First Zoning Board of Appeals Hearing in connection with BUYER’s pursuit of the Comprehensive Permit. $3,280,000.00 will be paid at the Closing by Federal wire transfer to an account designated by SELLER, payable to the order of the SELLER, or as the SELLER shall otherwise designate in writing prior to Closing. $3,330,000.00 TOTAL
Purchase Price and Escrow. COUNTY shall pay Owner the sum of $3,500 (THREE THOUSAND FIVE HUNDRED DOLLARS), (hereinafter referred to as “Purchase Price”), for the Property, which the parties agree includes all improvements, damages, and severance. The Escrow Agent shall deliver the Purchase Price to Owner when title to the Property vests in COUNTY clear of all liens, encumbrances, assessments, easements, leases (recorded and/or unrecorded), and taxes unacceptable to COUNTY. COUNTY shall pay any and all costs associated with escrow, Agreement for Purchase of Real Property APN 000-000-000 minus tax liens, encumbrances, assessments, easements and leases (recorded and/or unrecorded).
Purchase Price and Escrow a. The parties shall each execute three (3) copies of this Contract and three (3) copies of the Escrow Agreement, a copy of which is attached hereto as Exhibit B, and shall deliver them to Land Service USA, Inc Attention: M Xxxxxx Xxxxxxx, Principal, 0000 Xxxxxx Xxxxxx, Xxxxx 000, Xxxxxxxxxxxx, XX 00000 (the “Title Agency”). Seller shall simultaneously send to Purchaser via facsimile or electronic mail a copy of the transmittal letter, delivering the executed agreements to the Title Agency. Within five (5) days after the Title Agency has received the executed copies of this Contract and the Escrow Agreement from Seller, Purchaser shall deliver to the Title Agency a check or wire transfer of immediate federal funds in the amount of Five Million Dollars ($5,000,000) as xxxxxxx money (together with any interest earned thereon “Group One Xxxxxxx Money”). Upon receipt of the Group One Xxxxxxx Money, the Title Agency will deliver an executed Contract and Escrow Agreement to Seller and Purchaser via electronic mail. The Group One Xxxxxxx Money shall be allocated to Group One Property. The Title Agency shall deposit the Group One Xxxxxxx Money in an interest-bearing account until the Group One Closing (as hereinafter defined) or as otherwise provided in this Contract, all in accordance with the terms of this Contract and the Escrow Agreement.
Purchase Price and Escrow. Within 45 days of the execution of this Agreement, the Purchaser shall deliver the Purchase Price to the Escrow Agent. The Escrow Agent shall then: (i) deliver 50% of the Purchase Price to the Transferors, and (ii) hold 50% of the Purchase Price in the Escrow Account pursuant to the Escrow Agreement. In the event Purchaser fails to deliver the Purchase Price in accordance with this Section 3, then the number of Shares subject to the Option shall be reduced in proportion to the unfunded portion of the Purchase Price. Furthermore, in the event that the Acquisition is consummated and the Purchaser fails to deliver the Purchase Price in accordance with this Section 3, then the Transferors shall be entitled to one ordinary share of the Company for every Share that ceases to be subject to the Option in accordance with the immediately preceding sentence to be paid to the Transferors from the consideration to be paid to the Purchaser pursuant to the SPA. For example, if only 45% of the Purchase Price is funded, then the number of shares subject to the Option will be reduced to 186,750 (415,000 x 45%), and the Transferors will be entitled to 228,250 ordinary shares (415,000 x 55%) from the Acquisition consideration. Any reduction in the Shares subject to the Option, and any shares to be received from the Acquisition consideration shall be allocated pro rata among the Transferors.
Purchase Price and Escrow. (a) For purposes of this Agreement, the Escrow shall be deemed opened on the date Escrow Agent shall have received an executed counterpart of this Agreement from both Buyers and Sellers. Escrow Agent shall notify Buyer and Sellers, in writing, of the date the Escrow is opened and established. In addition, Buyer and Sellers agree to execute, deliver and be bound by any reasonable or customary supplemental escrow instructions of Escrow Agent or other instruments as may reasonably be required by Escrow Agent in order to consummate the transaction contemplated by this Agreement. Any such supplemental instructions shall not conflict with, amend or supersede any portions of this Agreement. If there is any inconsistency between such supplemental instructions and this Agreement, this Agreement shall control.
Purchase Price and Escrow a. The parties shall each execute three (3) copies of this Contract and three (3) copies of the Escrow Agreement, a copy of which is attached hereto as Exhibit B, and shall deliver them to First American Title Insurance Company (the “Escrow Agent”). Simultaneously with the delivery to the Escrow Agent of its executed Contracts and Escrow Agreements, Purchaser shall deliver to the Escrow Agent federal wire transfer in the amount of $20,000,000.00 by 3:00 pm EST on the Effective Date, as a portion of the xxxxxxx money (“First Installment of Xxxxxxx Money”) and no later than 3:00 pm EST on October 25, 2011 Purchaser shall deliver to Escrow Agent a check or federal wire transfer in the amount of $25,000,000, representing the balance of the xxxxxxx money (“Second Installment of Xxxxxxx Money”), time being of the essence as to the delivery of the Second Installment of Xxxxxxx Money (collectively, the First Installment of Xxxxxxx Money and the Second Installment of Xxxxxxx Money, together with any interest earned thereon shall referred to as “Xxxxxxx Money”). Upon receipt of the First Installment of Xxxxxxx Money, the Escrow Agent will deliver an executed Escrow Agreement to Seller and Purchaser via electronic mail. The Xxxxxxx Money shall be allocated to the Group One Properties and the Group Two Properties as follows: (i) Group One Properties the deposit shall be $36,000,000.00 (“Group One Xxxxxxx Money”) and (ii) Group Two Properties the deposit shall be $9,000,000.00 (“Group Two Xxxxxxx Money”).
