Xxxxxxx Money Deposit (a) Within three (3) Business Days after the full execution and delivery of this Contract, Buyer shall deposit the sum of Three Hundred Thousand and No/100 Dollars ($300,000.00) in cash, certified bank check or by wire transfer of immediately available funds (the “Initial Deposit”) with the Title Company, as escrow agent (“Escrow Agent”), which sum shall be held by Escrow Agent as xxxxxxx money. If, pursuant to the provisions of Section 3.1 of this Contract, Buyer elects to terminate this Contract at any time prior to the expiration of the Review Period, then the Escrow Agent shall return the Xxxxxxx Money Deposit to Buyer promptly upon written notice to that effect from Buyer. If Buyer does not elect to terminate this Contract on or before the expiration of the Review Period, Buyer shall, prior to the expiration of the Review Period, deposit the Additional Deposit with the Escrow Agent. The Initial Deposit and the Additional Deposit, and all interest accrued thereon, shall hereinafter be referred to as the “Xxxxxxx Money Deposit.” (b) The Xxxxxxx Money Deposit shall be held by Escrow Agent subject to the terms and conditions of an Escrow Agreement dated as of the date of this Contract entered into by Seller, Buyer and Escrow Agent (the “Escrow Agreement”). The Xxxxxxx Money Deposit shall be held in an interest-bearing account in a federally insured bank or savings institution reasonably acceptable to Seller and Buyer, with all interest to accrue to the benefit of the party entitled to receive it and to be reportable by such party for income tax purposes; provided, however, to the extent that Buyer instructs the Escrow Agent to apply the Xxxxxxx Money Deposit toward the Purchase Price in accordance with Section 2.4, interest shall be deemed to have accrued to the benefit of Buyer and be reportable by Buyer for income tax purposes.
Purchase Price (a) Subject to adjustment in accordance with this Section 1.4 and Sections 1.5 and 1.6 below, the aggregate purchase price (the "Purchase Price") payable to Sellers in consideration for the Assets (other than gold, which shall be purchased pursuant to subsection 1.4(b) below) and the Business (in addition to the assumption of the Assumed Liabilities) shall be an aggregate amount in cash equal to the sum of (x) $23,137,586 [such amount being derived as follows: $44,000,000 less the net amount contained in the statement of working capital as at January 28, 1996 as set forth on Schedule 1.4(a) (the "Base Working Capital Statement")] plus (y) the Adjusted Working Capital (as defined below) plus (z) the aggregate amount on account of those certain operating liabilities set forth on Schedule 1.4(b) hereof. Buyer will pay the Purchase Price at Closing as follows: (i) by wire transfer in immediately available funds to an account designated by Sellers (in accordance with the allocation determined pursuant to Section 1.8(b) hereof), an amount equal to the sum of (x) $9,137,586 plus (y) Sellers' good faith estimate of the Adjusted Working Capital (the "Estimated Working Capital"), which estimate shall be set forth in writing and shall be delivered to Buyer not less than three (3) business days prior to the Closing Date plus (z) the aggregate amount on account of those certain liabilities set forth on Schedule 1.4(b) hereof; and (ii) to an escrow agent (the "Escrow Agent") by wire transfer in immediately available funds to an account designated by the Escrow Agent, an amount equal to $14,000,000 to be held by the Escrow Agent pending receipt of the FTC Final Order, pursuant to the terms of an escrow agreement incorporating the terms set forth on Exhibit D hereof (the "Escrow Agreement") to be entered into on the Closing Date among Sellers, Buyer and the Escrow Agent. Sellers shall have no liability to Buyer if the FTC Final Order differs from the FTC Preliminary Order except to the extent of a reduction in the Purchase Price payable pursuant to this Subsection 1.4(a) (and the right to receive an amount equal to such reduction from the Escrow Fund held by the Escrow Agent), except to the extent that Sellers would otherwise be liable to Buyer in connection therewith or on account thereof pursuant to any other provision of this Agreement without regard to the limitation in the first clause of this sentence.
Payment of Purchase Price The Purchase Price shall be paid as follows: