Common use of Purchase Price and Manner of Payment Clause in Contracts

Purchase Price and Manner of Payment. The purchase price for all of the outstanding Company Common Stock shall be $73,700,000.00 (the “Base Purchase Price”) plus or minus the adjustments determined pursuant to Sections 5.12, 5.13 and 5.14 (the Base Purchase Price, as so adjusted, is the “Purchase Price”). By 1:00p.m Central Standard Time on the Closing Date, Purchaser shall pay the Purchase Price to Seller by wire transfer of same day funds to an account or accounts designated by Seller and communicated in writing to Purchaser. Notwithstanding the foregoing, the Purchase Price may be adjusted after Closing in any manner set forth herein. Contemporaneous with Purchaser’s execution of this Agreement, Purchaser will deposit with the Escrow Agent an amount equal to $5,000,000.00 (the “Xxxxxxx Money”) pursuant to the terms of the Escrow Agreement. In the event the Closing occurs, the Xxxxxxx Money shall be applied (with interest) against the Purchase Price. If the Closing does not occur, the Escrow Agent shall pay the Xxxxxxx Money to the Company or return it to Purchaser in accordance with this paragraph and the terms of the Escrow Agreement. In the event Purchaser breaches this Agreement by failing or refusing to close the transaction contemplated hereby on the Closing Date and each of the conditions contained in Sections 6.1 and 6.2 otherwise has been either fulfilled in all material respects or waived, the Escrow Agent shall pay the Xxxxxxx Money to the Company as liquidated damages in lieu of all other damages (and as Seller’s and the Company’s sole remedy in such event). The Parties acknowledge that the extent of damages to Seller and the Company occasioned by such failure or refusal by Purchaser would be impossible or extremely impractical to ascertain and that the amount of the Xxxxxxx Money is a fair and reasonable estimate of such damages under the circumstances. In the event the Xxxxxxx Money is not applied to the Purchase Price at Closing or retained pursuant to the foregoing provisions of this paragraph, the Escrow Agent shall return the Xxxxxxx Money to Purchaser without interest.

Purchase Price and Manner of Payment. The purchase price for all of the outstanding Company Common Stock shall be Fifty-Three Million Dollars ($73,700,000.00 53,000,000) (the “Base Purchase Price”) plus or minus the adjustments determined pursuant to Sections 5.12, 5.13 and 5.12 - 5.14 hereof (the Base Purchase Price, Price as so adjusted, adjusted is the “Purchase Price”). By 1:00p.m Central Standard Time on At the Closing DateClosing, Purchaser shall pay the Purchase Price to Seller Sellers by wire transfer of same day funds to an account or accounts as designated by Seller and communicated the Sellers in writing to Purchaser. Notwithstanding Purchaser no later than five (5) days prior to the foregoing, the Purchase Price may be adjusted after Closing in any manner set forth hereinDate. Contemporaneous with Purchaser’s execution of this Agreement, Purchaser will deposit with the Escrow Agent an amount equal to Five Million Dollars ($5,000,000.00 5,000,000) (the “Xxxxxxx Money”) pursuant to the terms of the Escrow Agreement. In the event the Closing occurs, the Xxxxxxx Money shall be applied (with interest) against the Purchase Price. If the Closing does not occur, the Escrow Agent shall pay the Xxxxxxx Money to the Company or return it to Purchaser in accordance with this paragraph and the terms of the Escrow Agreement. In the event Purchaser breaches this Agreement by failing or refusing to close the transaction contemplated hereby on the Closing Date and each of the conditions contained in Sections Section 6.1 and Section 6.2 otherwise has been either fulfilled in all material respects or waived, the Escrow Agent shall pay the Xxxxxxx Money to the Company as liquidated damages in lieu of all other damages (and as Seller’s Sellers’ and the Company’s sole remedy in such event). The Parties parties hereto acknowledge that the extent of damages to Seller Sellers and the Company occasioned by such failure or refusal by Purchaser would be impossible or extremely impractical to ascertain and that the amount of the Xxxxxxx Money is a fair and reasonable estimate of such damages under the circumstances. In the event the Xxxxxxx Money is not applied to the Purchase Price at Closing or retained pursuant to the foregoing provisions of this paragraph, the Escrow Agent shall return the Xxxxxxx Money to Purchaser without with interest.

Purchase Price and Manner of Payment. The purchase price for all of the outstanding Company Common Stock shall be Work is ELEVEN MILLION AND FIVE HUNDRED THOUSAND DOLLARS ($73,700,000.00 11,500,000) (the “Base Purchase Price”) plus or minus the adjustments determined pursuant to Sections 5.12, 5.13 and 5.14 (the Base Purchase Price, as so adjusted, is the “Purchase Price”). By 1:00p.m Central Standard Time The Purchase Price shall be paid in monthly installments on or within two business days of (i) a date prior to the Final Closing Date on which Masterworks 074, LLC, an entity formed to hold and facilitate investment in the Work (“Issuer”) has received subscriptions in the Offering (as defined in Section 9 below) of at least SEVEN MILLION DOLLARS ($7,000,000) (the date of such initial payment, the “Title Closing Date”) and (ii) the last business day of each calendar month following the month in which the Title Closing Date occurs until the full Purchase Price has been paid (each such date, a “Subsequent Interim Closing Date”), provided that any portion of the Purchase Price that remains unpaid as of 180 days from the Effective Date shall be due and payable on such date (the “Final Closing Date” and, together with the Title Closing Date and all Subsequent Interim Closing Dates, the “Closing Dates”). The amount payable on the Title Closing Date shall not be less than SEVEN MILLION DOLLARS ($7,000,000) and the amount payable on each Subsequent Interim Closing Date until the full Purchase Price has been paid shall equal 100% of the amount of proceeds actually received by the Issuer in the Offering (as defined in Section 9 below) by Masterworks 074, LLC, as of the close of business on the day immediately preceding such Subsequent Interim Closing Date, Purchaser minus any amounts previously paid in respect of prior Closing Dates, if any. The amount payable on the Final Closing Date shall equal 100% of the Purchase Price that has not been paid prior to such Final Closing Date irrespective of the amount of offering proceeds received by the Issuer. Any portion of the Purchase Price may be prepaid by Buyer provided, that Buyer shall notify Seller of its intention to make such prepayment at least two business days prior to such payment. Buyer shall pay the Purchase Price to Seller by wire transfer of same day funds to an account or accounts designated by Seller and communicated in writing to Purchaser. Notwithstanding the foregoing, the Purchase Price may be adjusted after Closing in any manner set forth herein. Contemporaneous with Purchaser’s execution of this Agreement, Purchaser will deposit with the Escrow Agent an amount equal to $5,000,000.00 (the “Xxxxxxx Money”) pursuant to the terms of the Escrow Agreement. In the event the Closing occurs, the Xxxxxxx Money shall be applied (with interest) against the Purchase Price. If the Closing does not occur, the Escrow Agent shall pay the Xxxxxxx Money to the Company or return it to Purchaser in accordance with this paragraph the wire instructions listed in the invoice, a copy of which is attached hereto as Exhibit B, which shall be verbally confirmed by Alyssa Laverda on behalf of Buyer and the terms [***] on behalf of the Escrow Agreement. In the event Purchaser breaches this Agreement by failing or refusing Seller prior to close the transaction contemplated hereby on the Closing Date and each of the conditions contained in Sections 6.1 and 6.2 otherwise has been either fulfilled in all material respects or waived, the Escrow Agent shall pay the Xxxxxxx Money payment to the Company as liquidated damages in lieu of all other damages (and as Seller’s and the Company’s sole remedy in such event). The Parties acknowledge that the extent of damages to Seller and the Company occasioned by such failure or refusal by Purchaser would be impossible or extremely impractical to ascertain and that the amount of the Xxxxxxx Money is a fair and reasonable estimate of such damages under the circumstances. In the event the Xxxxxxx Money is not applied to the Purchase Price at Closing or retained pursuant to the foregoing provisions of this paragraph, the Escrow Agent shall return the Xxxxxxx Money to Purchaser without interest.

Purchase Price and Manner of Payment. The purchase price for all of the outstanding Company Common Stock shall be Work is FOURTEEN MILLION DOLLARS ($73,700,000.00 14,000,000) (the “Base Purchase Price”) plus or minus the adjustments determined pursuant to Sections 5.12, 5.13 and 5.14 (the Base Purchase Price, as so adjusted, is the “Purchase Price”). By 1:00p.m Central Standard Time The Purchase Price shall be paid in successive monthly installments (each a “Monthly Installment”), commencing on or within two business days of (i) November 30th, 2021(the “Initial Monthly Installment”) (the date of such initial Monthly Installment, the “Title Closing Date”). Subsequent Monthly Installments shall be made on or within two business days of December 31, 2021 and on or within two business days of last day of each calendar month thereafter until the full Purchase Price has been paid ( the date of payment of each Monthly Installment following the Initial Monthly Installment, a “Subsequent Monthly Installment Dates Date”), provided, however, that any portion of the Purchase Price that remains unpaid as of 180 days from the Effective Date, if any, shall be due and payable on or with two business days of such date (the date on which the last installment of the Purchase Price is paid, the “Final Closing Date” and, together with the Title Closing Date and all Subsequent Monthly Installment Dates, the “Closing Dates”). The amount payable on each Closing Date shall equal the lesser of (i) 100% of the amount of subscription proceeds from the Offering (as defined in Section 9 below) actually received and closed upon by Masterworks 085, LLC, an entity formed to facilitate and hold investment in the Work (the “Issuer”) , as of the close of business on the day immediately preceding such Closing Date, Purchaser minus any amounts previously paid in respect of prior Closing Dates, if any, and (ii) an amount such that, following such payment, 100% of the Purchase Price shall have been paid. Any portion of the Purchase Price may be prepaid by Buyer provided that Buyer shall notify Seller of its intention to make such prepayment at least two business days prior to such payment. Buyer shall pay the Purchase Price to Seller by wire transfer of same day funds to an account or accounts designated by Seller and communicated in writing to Purchaser. Notwithstanding the foregoing, the Purchase Price may be adjusted after Closing in any manner set forth herein. Contemporaneous with Purchaser’s execution of this Agreement, Purchaser will deposit with the Escrow Agent an amount equal to $5,000,000.00 (the “Xxxxxxx Money”) pursuant to the terms of the Escrow Agreement. In the event the Closing occurs, the Xxxxxxx Money shall be applied (with interest) against the Purchase Price. If the Closing does not occur, the Escrow Agent shall pay the Xxxxxxx Money to the Company or return it to Purchaser in accordance with this paragraph the wire instructions listed in the invoice, a copy of which is attached hereto as Exhibit B, which shall be verbally confirmed by Nxxxxx Xxxxxxxx on behalf of Buyer and the terms [***] on behalf of the Escrow Agreement. In the event Purchaser breaches this Agreement by failing or refusing Seller prior to close the transaction contemplated hereby on the Closing Date and each of the conditions contained in Sections 6.1 and 6.2 otherwise has been either fulfilled in all material respects or waived, the Escrow Agent shall pay the Xxxxxxx Money payment to the Company as liquidated damages in lieu of all other damages (and as Seller’s and the Company’s sole remedy in such event). The Parties acknowledge that the extent of damages to Seller and the Company occasioned by such failure or refusal by Purchaser would be impossible or extremely impractical to ascertain and that the amount of the Xxxxxxx Money is a fair and reasonable estimate of such damages under the circumstances. In the event the Xxxxxxx Money is not applied to the Purchase Price at Closing or retained pursuant to the foregoing provisions of this paragraph, the Escrow Agent shall return the Xxxxxxx Money to Purchaser without interest.

Purchase Price and Manner of Payment. The purchase price for all of the outstanding Company Common Stock Shares shall be $73,700,000.00 88,765,537 (collectively, the “Base Purchase Price”) ), plus or minus the adjustments determined pursuant to Sections 5.125.13, 5.13 5.14 and 5.14 5.15 (the Base Purchase Price, as so adjusted, is the “Purchase Price”). By 1:00p.m Central Standard Time on The Base Purchase Price shall be payable as follows: (i) 8,260,881 membership interests of Resolute Holdings, LLC, a Delaware limited liability company (“Membership Interests”), and (ii) $15,326,578.00 in cash or immediately available funds. At the Closing DateClosing, Purchaser shall issue and transfer the Membership Interests to Seller and pay the cash portion of the Purchase Price to Seller by wire transfer of same day funds to an account or accounts as designated by Seller and communicated in writing to Purchaser. Notwithstanding the foregoing, the Purchase Price may be adjusted after Closing in any manner set forth herein. Contemporaneous with Purchaser’s execution of this Agreement, Purchaser will deposit with the Escrow Agent shall deliver to Seller a standby letter of credit, issued by a bank and on terms reasonably satisfactory to Seller, and in an amount equal to $5,000,000.00 7,500,000 (the “Xxxxxxx MoneyLetter of Credit”) pursuant to the terms of the Escrow Agreement). In the event the Closing occurs, occurs or in the Xxxxxxx Money event Purchaser terminates this Agreement on or before the end of the Diligence Period in accordance with Section 7.1(e) then the Letter of Credit shall be applied (with interest) against the Purchase Pricereturned to Purchaser, it shall be terminated in its entirety and of no force or effect and Seller shall not be entitled to any payment thereunder. If the Closing does not occuroccur and the Purchaser has not terminated this Agreement on or before the end of the Diligence Period in accordance with Section 7.1 (e), the Escrow Agent Letter of Credit shall pay the Xxxxxxx Money to the Company either be drawn by Seller or return it returned to Purchaser in accordance with this paragraph and the terms of the Escrow Agreementparagraph. In the event Purchaser breaches this Agreement by failing or refusing to close the transaction contemplated hereby on the Closing Date and each of the conditions contained in Sections 6.1 and 6.2 otherwise has been either fulfilled in all material respects or waived, Seller shall have the Escrow Agent shall pay right to draw the Xxxxxxx Money to the Company Letter of Credit in full, as liquidated damages in lieu of all other damages (and as Seller’s and the Company’s sole remedy in such event). In the event the Closing occurs or Purchaser refuses to close the transaction contemplated hereby on the Closing Date due to any condition contained in Section 6.1 or 6.2 not being fulfilled in accordance with its terms, the Letter of Credit shall be terminated in its entirety and of no force or effect and Seller shall not be entitled to any payment thereunder. The Parties acknowledge that the extent of damages to Seller and the Company occasioned by such failure or refusal by Purchaser would be impossible or extremely impractical to ascertain and that the amount of the Xxxxxxx Money Letter of Credit is a fair and reasonable estimate of such damages under the circumstances. In the event the Xxxxxxx Money Letter of Credit is not applied to the Purchase Price at Closing or retained drawn pursuant to the foregoing provisions of this paragraph, the Escrow Agent Letter of Credit shall return be returned to Purchaser. Anything in this Agreement to the Xxxxxxx Money contrary notwithstanding, in the event that Purchaser does not cause the Letter of Credit to be issued and delivered to Seller on the date that Purchaser executes this Agreement, Seller may, upon notice to Purchaser, terminate this Agreement, in which event this Agreement shall forthwith become void without interestliability to any Party.