Purchase Price and Escrow Sample Clauses

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: (a) At the Closing, Buyer shall issue such number of shares of Parent Common Stock as shall be equal to the quotient (rounded to the nearest whole number) of (A) $10.0 million divided by (B) the Parent Average Stock Price (the “Closing Shares”). Of the aggregate number of Closing Shares to be issued by Parent at the Closing, 20% of such Closing Shares (rounded up to the nearest whole number) (the “Escrow Shares”) will be deposited in an account with the Escrow Agent. The Escrow Agent will hold the Escrow Shares as collateral to secure Seller’s indemnification obligations hereunder for the applicable Escrow Period and will release amounts in accordance with the Escrow Agreement and Article 7, “Indemnification.” The portion of the Closing Shares that are not Escrow Shares are referred to herein as “Guaranteed Shares.” 5. Section 2.10(b) of the Agreement is hereby amended in its entirety to read as follows: “(b) payment of $9,240,000 in cash by wire transfer to the account designated in writing by Seller at least two days prior to the Closing Date;” 6. Section 3.2(b) of the Agreement is hereby amended in its entirety to read as follows:
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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”). b. The Escrow Agent shall deposit the Xxxxxxx Money in a federally insured interest-bearing account until the Group One Closing and the Group Two Closing, as applicable (as hereinafter defined) in accordance with the terms of this Contract and the Escrow Agreement. All interest earned on the Xxxxxxx Money shall be paid to the party entitled to receive the Xxxxxxx Money pursuant to the terms of this Contract. If the Closing shall occur, the interest shall not be credited against the Purchase Price. Purchaser represents that its federal tax identification number is 00-0000000. Seller represents that its federal identification number is as listed on Exhibit S. Seller and Purchaser shall each execute a W-9 form if requested by the Escrow Agent. c. On the Group One Closing Date (as hereinafter defined), Purchaser shall pay the Group One Purchase Price reduced by the amount of the Group One Xxxxxxx Money (not including any interest earned thereon) held by the Escrow Agent a...
Sample 1
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.
Sample 1
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, minus tax liens, encumbrances, assessments, easements and leases (recorded and/or unrecorded).
Sample 1
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.
Sample 1
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.
Sample 1
Purchase Price and Escrow. The aggregate purchase price for the Purchased Assets being paid by Buyer concurrently with the delivery of this Agreement is $13,000,000 (the “Purchase Price”), of which (a) $10,250,000 has been delivered in cash to Roxio pursuant to Section 2.8 hereof, and (b) $2,750,000 (the “Escrow Fund”) has been deposited in an account with the Escrow Agent. The Escrow Agent will hold the Escrow Fund as collateral to secure Seller’s indemnification obligations for a period of one year from the date hereof (the “Escrow Period”) and will release amounts to satisfy valid claims, all pursuant to the Escrow Agreement and Article VIII hereof.
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Purchase Price and Escrow 
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Related to Purchase Price and Escrow

  • 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 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).

  • 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 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 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 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.

  • 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 & 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.

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