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 total purchase price under this Agreement will be Five Million Six Hundred Seventy-One Thousand Five Hundred Sixty-Five and 84/100 Dollars ($5,671,565.84) (the “Purchase Price”). The Purchase Price shall be calculated as follows: (1) Three Hundred Sixty-Eight Thousand One Hundred Seventy-Five and 00/100 Dollars ($368,175.00), which amount represents the book value of the Assets as of the date of the Interim Balance Sheet, less the book value of the Assumed Liabilities as of the date of the Interim Balance Sheet (the “Net Book Value”); (2) plus Two Million and 00/100 Dollars ($2,000,000.00) (together with the Net Book Value, the “Cash Purchase Price”); (3) plus the dollar amount of the Bank Obligations to be repaid by Buyer at Closing; and (4) plus or minus the Adjustment Amount.
(b) In accordance with Section 2.7(b), at the Closing, the Purchase Price, prior to adjustment on account of the Adjustment Amount, shall be delivered by Buyer to Seller as follows:
(i) One Million Eight Hundred Forty-Eight Thousand One Hundred Seventy-Five and 00/100 Dollars ($1,848,175.00) by wire transfers;
(ii) Five Hundred Twenty Thousand and 00/100 Dollars ($520,000.00) (“Escrow Amount”) paid to such bank or other financial institution as may be selected by the mutual agreement of Buyer and Seller (“Escrow Agent”) pursuant to the Escrow Agreement;
(iii) repayment in full by Buyer of the Bank Obligations; and
(iv) the balance of the Purchase Price by an assumption of the Assumed Liabilities pursuant to the Assignment and Assumption Agreement.
(c) Seller shall maintain a balance of at least Two Hundred Thousand and 00/100 Dollars ($200,000.00) in a bank account of Seller until the Adjustment Amount has been paid in accordance with Section 2.8.
Purchase Price and Payment of Purchase Price. (1) The purchase price payable by Purchaser to Seller for the Shares is comprised of: (a) the Closing Payment, subject to adjustment in accordance with Section 2.3, and payable as provided in Section 2.2(2), and (b) subject to the satisfaction of the respective conditions set forth in Sections 2.2(3)(a) and 2.2(3)(b), the Contingent Payments, payable as provided in Sections 2.2(3)(a) and 2.2(3)(b) ((a) and (b), collectively, the “Purchase Price”).
(2) At the Closing Time, Purchaser shall pay the Closing Payment, as adjusted pursuant to Section 2.3(1), to or as directed by Seller by wire transfer of immediately available funds.
(3) The Contingent Payments shall be payable as follows:
(a) If Amendment 14 Approval is obtained, Purchaser shall pay, within ten (10) Business Days thereafter, an amount equal to $87,500,000.00, less any amounts set-off by Purchaser pursuant to Section 6.12, to or as directed by Seller by wire transfer of immediately available funds (the “Amendment 14 Contingent Payment”); and
(b) If:
(i) either (A) Carlton Tunnel Regulatory Relief is obtained, or (B) the WQCC approves completion of one or more test- or pilot-periods as part of either (x) the WQCC’s grant or renewal of the Discharger-Specific Variance or (y) the WQCC’s issuance of a compliance schedule extension, with respect to the Carlton Tunnel Permit, [***] Purchaser shall pay, within ten (10) Business Days thereafter, an amount equal to $87,500,000.00, less any amounts set-off by Purchaser pursuant to Section 6.12 or Section 7.11, as the case may be; or
(ii) Carlton Tunnel Regulatory Relief is not obtained [***] Purchaser shall contribute, in installments, a maximum aggregate of $87,500,000.00, [***] with each such installment payable by Purchaser within ten (10) Business Days of any such cost being incurred by Seller, less any amounts set-off by Purchaser pursuant to Section 6.12 or Section 7.11, as the case may be. in either case, to or as directed by Seller by wire transfer of immediately available funds (such payments, referred to as the “Carlton Tunnel Contingent Payments”, and together with the Amendment 14 Contingent Payment, the “Contingent Payments”).
Purchase Price and Payment of Purchase Price. (a) As consideration for the Equity Interests, at Closing, Buyer will issue to Equity Holder Two Million Two Hundred Forty Thousand (2,240,000) shares of common stock of Buyer, par value $0.0001 per share (the “Purchase Price”), to be issued at a price of $2.50 per share pursuant to the Subscription Agreement attached hereto as Exhibit B and incorporated herein by reference.
(b) The Purchase Price shall not be adjusted for the amount of the Company Indebtedness or the Company’s Cash (which will continue to be an obligation and asset, respectively, of the Company after the Closing).
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...
Purchase Price and Payment of Purchase Price. (a) On the terms and subject to the conditions set forth in this Agreement, Purchaser hereby agrees to pay the Purchase Price to Seller in lawful money of the United States on the Closing Date. Purchaser shall submit the Purchase Price to the Escrow Agent by federal wire transfer of immediately available funds into the following designated account of Escrow Agent. Bank: Bank of America 1001 SW Fifth Avenue Portland, Oregon 97208 Xxxxxxx Xx.: 000000000
Purchase Price and Payment of Purchase Price. (a) Subject to all of the terms, conditions and provisions of this Agreement, COUNTY agrees to sell, and XXXXX agrees to buy the Property for the sum of TWO HUNDRED THOUSAND AND 00/100 DOLLARS ($200,000.00) (the “Purchase Price”) in lawful money of the United States, as hereinafter more fully set forth.
(b) BUYER shall pay the Purchase Price as follows:
(i) BUYER shall pay COUNTY the sum of One Hundred Thousand and 00/100 Dollars ($100,000.00) (the “Down Payment”) as a down payment.
(ii) The balance of the Purchase Price of One Hundred Thousand and 00/100 Dollars ($100,000.00) shall be paid by the BUYER to the COUNTY with interest at the rate of 5.40% per annum on any balance unpaid. Said sum shall be paid in installments of Five Thousand Seven Hundred Seventy and 11/100 Dollars ($5,770.11) on the first day of each month commencing on December 1, 2014 and continuing thereafter until the Purchase Price is paid in full. Each payment shall be credited first to interest, with the balance to principal. This Agreement will require one (1) year and six (6) months completing payment in accordance with its terms. BUYER shall have the option to pay the balance of the Purchase Price of One Hundred Thousand and 00/100 Dollars ($100,000.00) any time on or before the Close of Escrow, without penalty.
(iii) In the event BUYER fails to deposit the Down Payment into escrow in strict accordance with the foregoing, time being of the essence, this Agreement shall terminate and BUYER agrees to and shall evacuate premises within thirty (30) days without further notice from or action on the part of COUNTY.
