Purchase Price and Payment of Purchase Price. The Purchase Price for any Mortgage Loan purchased by CHL hereunder is set forth on the applicable Purchase Advice and is remitted to Correspondent less interest due CHL and any fees and expenses due CHL as of the scheduled Purchase Date, unless the Parties agree to a different Purchase Date.
Purchase Price and Payment of Purchase Price. 2.2.1 The consideration for the Equity Transfer shall be in based upon the appraisal on the value of the Equity issued by a asset appraisal firm, and shall be RXX 00 million in cash or the equivalent USD in cash ("Purchase Price"). The exchange rate between USD and RMB shall be the middle rate issued by the People's Bank of China on the date of Aug 11, 2008.
2.2.2 The value of the Assets up to the Closing Date shall be affirmed based upon the mid term financial statement issued by accounting firm. Such value shall be the basic value for closing.
2.2.3 The Purchaser shall pay to the Sellers as set forth in 2.2.5 the first instalment of the Purchase Price (“ First Instalment”) in the amount of RMB 45.4 million in cash or the equivalent USD in cash within 20 working days after the conditions precedent provided in Clause 3.2 of this Agreement are fully satisfied. The exchange rate between USD and RMB shall be the middle rate issued by the People's Bank of China on the date of Aug 11, 2008.
2.2.4 The Purchaser shall pay to the sellers as set forth in 2.2.5 the second instalment of the Purchase Price (“Second Instalment”) in the amount of RMB 34.6 million in cash or the equivalent USD in cash 15 days before the closing date. The exchange rate between USD and RMB shall be the middle rate issued by the People's Bank of China on the date of Aug 11, 2008. The Sellers shall, before Dec 5th, 2008, inform the Purchaser in good faith the estimated closing date and provide evidence to prove that the closing can take place on that date.
2.2.5 The above payment shall be remitted by telegraphic transfer into the bank account ("Escrow Account") inside the PRC designated by Escrow Agent ("Escrow Agent"), who is both approved by the Purchaser and the Sellers.
Purchase Price and Payment of Purchase Price. 6.1 Save as otherwise agreed in writing by Victrex, the prices of the Products: (a) will be those prevailing at the time an order is placed pursuant to Article 2.1 above; (b) shall exclude all costs associated with delivery, including, but not limited to, costs relating to freight, transportation, insurance, loading and unloading; and (c) are exclusive of any applicable tax.
Purchase Price and Payment of Purchase Price. Subject to adjustment as provided below, Seller, the Stockholders and Purchaser hereby agree that the Purchase Price ("Purchase Price") for the Purchased Property, all upon the terms and subject to the conditions set forth in this Agreement, shall be the amounts deliverable by Purchaser pursuant to Paragraphs 3(A), (B) and (C), as follows:
Purchase Price and Payment of Purchase Price. (a) The aggregate consideration (the “Purchase Price”) to be paid or issued by Buyer to or for the benefit of the Equity Holder for the Equity Interests is:
(i) Two Million Nine Hundred Fifty Thousand Dollars ($2,950,000) (the “Cash Purchase Price”), subject to the Working Capital Adjustment, payable as follows:
(A) Four Hundred Fifty Thousand Dollars ($450,000) to be paid within Ten (10) Business Days following such time as the Buyer raises Forty Million Dollars ($40,000,000) in a public debt or equity securities offering (the “Public Offering” as further defined in Exhibit A), Forty Million Dollars ($40,000,000) in a private debt or equity securities offering or a series of private debt or equity securities offerings (the “Private Offerings” as further defined in Exhibit A) or Forty Million Dollars ($40,000,000) total in some combination of a Public Offering and Private Offerings on behalf of the Company and at the direction of the Equity Holder to the appropriate Person in respect of the Line of Credit to Bank of Missouri, pursuant to a payoff letter delivered by such Person to Buyer and the Company in form and substance reasonably satisfactory to Buyer. However, if Buyer fails to make the Four Hundred Fifty Thousand Dollar ($450,000) payment, as set forth above, on or before December 31, 2018, then at the option of Equity Holder by written notice to Buyer, Buyer shall immediately surrender all right, title and interest in all of the outstanding shares of stock in the Company to Equity Holder and all shares shall be re-issued to Equity Holder.
(B) The remaining Two Million Five Hundred Thousand Dollars ($2,500,000) payable in equal monthly installments of Fourteen Thousand Dollars ($14,000) each commencing on the Closing Date, provided that the remaining balance of the Cash Purchase Price will be paid, the earlier of, within Ten (10) Business Days following completion of the Public Offering or Private Offerings, or December 31, 2018. The above agreement to be evidenced by a promissory note in the form of Exhibit B attached hereto and incorporated herein by reference (the “Seller Note”). If Buyer fails to pay balance of the Cash Purchase Price, a set forth above, on or before December 31, 2018, then at the option of Equity Holder by written notice to Buyer, Buyer shall immediately surrender all right, title and interest in all of the outstanding shares of stock in the Company to Equity Holder and all shares shall be re-issued to Equity Holder. Seller Not...
Purchase Price and Payment of Purchase Price. 6.1 Save as otherwise agreed in writing by Victrex, or as indicated in the Sales Order Acknowledgement or any Special Conditions, the prices of the Products: (a) will be those prevailing at the time of delivery; (b) are stated as a price per tonne, gallon, litre, yard, meter, squared yard, square meter or kilogram (as appropriate); (c) shall exclude all costs associated with expedited delivery, including, but not limited to, costs relating to freight, transportation, insurance, delivery and unloading; and (d) are exclusive of any tax, which Victrex shall add at the appropriate prevailing rate.
Purchase Price and Payment of Purchase Price. 2 Section 3.1
Purchase Price and Payment of Purchase Price. The purchase price (“Purchase Price”) to be paid by the Purchaser to the Seller for the Property is Nine Million Three Hundred Thousand Dollars ($9,300,000.00). The Purchase Price, less the Deposit, as that term is hereinafter defined, and plus or minus the net of those adjustments, prorations and credits provided in this Agreement, shall be paid on the Closing Date, as that term is hereinafter defined, by federal wire transfer of immediately available funds to the Seller’s designated financial institution and account.
Purchase Price and Payment of Purchase Price. On the terms and subject to the conditions set forth in this Agreement, Purchaser hereby covenants and agrees to pay the Purchase Price in lawful money of the United States on the Closing Date by wire of immediately available funds. .
Purchase Price and Payment of Purchase Price. (a) As consideration in full for the acquisition of the Shares from the Stockholders and subject to the terms and conditions of this Agreement, Buyer will pay or cause to be paid to or on behalf of the Stockholders an aggregate amount equal to $250,000,000, as such amount may potentially be adjusted at the Closing and after the Closing pursuant to Section 2.4 (such amount, as so adjusted, the “Purchase Price”). In the manner set forth in Section 2.3(b), the Purchase Price will be payable ratably to the Stockholders in accordance with their ownership percentage of the Shares as set forth on Schedule 3.5, each percentage amount being such Stockholder’s “Pro Rata Portion”. [*] Indicates confidential text omitted and filed separately with the Securities and Exchange Commission.
(b) On the Closing Date, Buyer shall:
(i) Deposit an amount equal to the sum of (A) [*]Dollars ($[*]) plus (B) an amount (the “Tax Deposit”) determined by the Sellers in good faith with such determination provided to Buyer at least five (5) days prior to the Closing Date equal to the amount of Section 7519 Taxes (collectively, the “Holdback Amount”) into an interest bearing escrow (the “Escrow”) held pursuant to an escrow agreement substantially in the form of Exhibit A (the “Escrow Agreement”). The Escrow shall be held, maintained and disbursed by the escrow agent provided for in the Escrow Agreement (the “Escrow Agent”) and shall serve as security for the potential Purchase Price Adjustments described herein, for any potential claims of Buyer for indemnification under Article VII and Section 5.14 and as a source of funds for the Company to pay the Section 7519 Taxes to the IRS when due and payable. To the extent the Holdback Amount held in Escrow is not applied to or reserved for any such Purchase Price Adjustment, claims for indemnification or payment when due for the Section 7519 Taxes, it shall be released from the Escrow to the Stockholders on a pro rata basis, together with all accrued interest and other income earned thereon, on the date that is eighteen (18) months after the Closing Date in accordance with the terms of the Escrow Agreement; provided, however, that to the extent that the amount of the Tax Deposit is determined to be in excess of the amount of Section 7519 Taxes, such excess shall be distributed to the Stockholders from the Escrow on a pro rata basis within ten (10) days of such determination.
(ii) Pay any unpaid Seller Transaction Costs to the Person to whom suc...
