Purchase Price & Broker Sample Clauses

Purchase Price & Broker. The purchase price for the Assets described in Section 2(e) below is $11,451,380 in connection with the purchase of goodwill and FF&E (the “Goodwill Purchase Price”) plus additional purchase price for parts, work in progress (“WIP”), and New Vehicles, Used Vehicles and Pre-Owned Vehicles (collectively, the “Vehicle Inventories”) calculated as described below (the “Additional Purchase Price,” with the Goodwill Purchase Price, collectively the “Purchase Price”). The parties agree that the FF&E portion of the Goodwill Purchase Price includes the price for Seller’s vehicles used in its business operations which are listed in the FF&E schedules to its financial statements. The Additional Purchase Price will be calculated as follows: (i) The purchase price for Dealership’s new, undamaged and untitled 2021, 2022 and subsequent year Manufacturer vehicles, including demonstrators and loaners, (the “New Vehicles”) is an amount equal to the actual Manufacturer’s original invoice; plus Seller’s direct out-of-pocket cost of dealer-installed optional parts and accessories theretofore installed upon New Vehicles; less all applicable dealer hold-backs paid to Seller; less fifty percent of all credits, and allowances floor plan assistance, Local Marketing (LMF & LMA) , and Essential Brand Elements; less “prep” expenses for New Vehicles which have not yet been prepared for sale; less the cost to repair any damage and less the replacement cost of any parts or equipment removed. Notwithstanding the foregoing, the purchase price of New Vehicles shall not include or be increased for rust proofing, undercoating, scotch-guarding, non-Manufacturer alarm systems, interrupt systems, theft protection devices and similar dealer additions. The purchase price of New Vehicles with more than 600 miles but less than 4,000 miles will be reduced by $0.60 per mile. New Vehicles with 4,000 or more miles will be valued as a Used Vehicle (defined below). For purposes of this Agreement, a vehicle will be considered damaged if it has more than six hundred and fifty dollars ($650.00) of repairs that are needed or previously performed on the vehicle.. (ii) The purchase price for pre-owned, company (other than those scheduled as FF&E), service, and rental vehicles (the Vehicles” or “Used Vehicles”) shall be priced for each such vehicle at the lower of: (i) the pricing of a New Vehicle set forth above, or (ii) MMR adjusted as per CR rating, as set forth on Schedule 1(b)(ii) hereto. (iii) Buyer shall p...
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Purchase Price & Broker. Buyer shall pay Seller the net aggregate purchase price for the Dealership Assets as stated in Section 2 below in immediately available funds on the Closing Date, except as expressly stated in Section 1(c) below. Each Party shall use the purchase price and other allocation described in the spreadsheet mustering inventories, values, debits and credits executed and delivered by the Parties upon Closing (the “Closing Memorandum”) in all reporting to, and all tax returns filed with, the Internal Revenue Service and other state and local taxing authorities. National Business Brokers (the “Broker”) assisted Seller and Buyer with the transactions contemplated herein; the fees of which will be paid by the Parties on the Closing Date according to their respective written agreements with the Broker, each of which is attached hereto as Exhibit A.
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Purchase Price & Broker. The purchase price for the Assets described in Section 2(e) below is $61,500,000.00 (the “Goodwill Price”), payable in cash equal to $51,500,000 and LMP Stock (defined below) equal to up to $10,000,000 on the Closing Date (the foregoing collectively being the “Purchase Price”). Each Party shall use the Purchase Price and other allocation described in the spreadsheet detailing inventories, values, debits and credits executed and delivered by the Parties upon Closing (the “Closing Memorandum”) in all reporting to, and all tax returns filed with, the Internal Revenue Service and other state and local taxing authorities. National Business Brokers, Inc. (the “Broker”) assisted Seller and Buyer with the transactions contemplated herein; the fees of which will be paid by Seller and Buyer on the Closing Date pursuant to the agreement between the Parties and the Broker.
Sample 1
Purchase Price & Broker. The purchase price for the Assets described in Section 2(e) below is $120,000,000.00 (the “Goodwill Price”), payable in cash and LMP Stock (defined below) on the Closing Date. Each Party shall use the purchase price and other allocation described in the spreadsheet detailing inventories, values, debits and credits executed and delivered by the Parties upon Closing (the “Closing Memorandum”) in all reporting to, and all tax returns filed with, the Internal Revenue Service and other state and local taxing authorities. The Presidio Group LLC (the “Broker”) assisted Seller with the transactions contemplated herein; the fees of which will be paid by Seller on the Closing Date.
Sample 1
Purchase Price & Broker. The purchase price for the Assets described in Section 2(e) below is $5,000,000.00, consisting of purchase of goodwill at $4,500,000 and Furniture, Fixtures and Equipment at $500,000, payable in cash equal to $2,500,000 and LMP Stock (defined below) equal to up to $2,500,000 on the Closing Date (the foregoing collectively being the “Purchase Price”). Each Party shall use the Purchase Price and other allocation described in the spreadsheet detailing inventories, values, debits and credits executed and delivered by the Parties upon Closing (the “Closing Memorandum”) in all reporting to, and all tax returns filed with, the Internal Revenue Service and other state and local taxing authorities.
Sample 1
Purchase Price & Broker. The purchase price for the Assets described in Section 2(e) below is $11,000,000.00, payable in cash equal to $5,360,950 and LMP Stock (defined below) equal to up to $5,639,050 on the Closing Date (the foregoing collectively being the “Purchase Price”). The Buyer will set forth the allocation of the Purchase Price amongst the asset classes being sold hereunder at Closing. Each Party shall use the Purchase Price and other allocation described in the spreadsheet detailing inventories, values, debits and credits executed and delivered by the Parties upon Closing (the “Closing Memorandum”) in all reporting to, and all tax returns filed with, the Internal Revenue Service and other state and local taxing authorities. DCG Acquisitions, LLC (the “Broker”) assisted Seller with the transactions contemplated herein; the fees of which will be paid by Seller and Buyer on the Closing Date pursuant to the agreement between the parties and the Broker.
Sample 1

Related to Purchase Price & Broker

  • 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 The Purchase Price for the Mortgage Loans in a Mortgage Loan Package shall be equal to the sum of (a) the percentage of par as stated in the related Purchase Price and Terms Letter (subject to adjustment as provided therein), multiplied by the aggregate Scheduled Principal Balance of Mortgage Loans as of the related Cut-off Date listed on the related Mortgage Loan Schedule plus (b) accrued interest on the aggregate Scheduled Principal Balance of the related Mortgage Loans as of the related Cut-off Date at the weighted average Mortgage Loan Remittance Rate of such Mortgage Loans from and including the related Cut-off Date to but not including such Closing Date (the "Purchase Price"). If so provided in the related Purchase Price and Terms Letter, portions of each Mortgage Loan Package shall be priced separately. The Purchase Price as set forth in the preceding paragraph for the Mortgage Loans in a Mortgage Loan Package shall be paid on the related Closing Date by wire transfer of immediately available funds. With respect to each Mortgage Loan, the Purchaser shall be entitled to (1) the principal portion of all Monthly Payments due after the related Cut-off Date, (2) all other recoveries of principal collected on or after the related Cut-off Date (provided, however, that the principal portion of all Monthly Payments due on or before the related Cut-off Date and collected by the Seller or any successor servicer after the related Cut-off Date shall belong to the Seller), and (3) all payments of interest on the Mortgage Loans at the related Mortgage Loan Remittance Rate (minus that portion of any such payment which is allocable to the period prior to the related Cut-off Date). The Scheduled Principal Balance of each Mortgage Loan as of the related Cut-off Date is determined after application of payments of principal due on or before the related Cut-off Date whether or not collected, together with any unscheduled Principal Prepayments collected prior to the related Cut-off Date; provided, however, that Monthly Payments for a Due Date beyond the related Cut-off Date shall not be applied to the principal balance as of the related Cut-off Date. Such Monthly Payments shall be the property of the Purchaser. The Seller shall deposit any such Monthly Payments into the Custodial Account.

  • 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.

  • Purchase Price and Deposit 4.1 The total purchase price for all the Vessels is USD 980,000,000 (United States Dollars Nine Hundred and Eighty 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 98,000,000 (United States Dollars Ninety Eight Million) (the “Deposit”). The Deposit shall be paid to the Escrow Bank as follows: (i) Euronav shall transfer USD 88,000,000 (United States Dollars Eighty Eight Million) to the Escrow Bank no later than 17 January 2014, 1700 hours London time and (ii) following confirmation of receipt of USD 88,000,000 by the Escrow Bank to the Sellers, the Sellers shall transfer USD 10,000,000 (United States Dollars Ten Million) to the Escrow Bank (being the amount that the Sellers have received in accordance with the Letter Agreement) (the “Deposit 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 an Escrow Agreement between the Sellers, the Buyers and the Escrow Bank in such form as may reasonably be required by the Escrow Bank and the Parties 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 and 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 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 Payment The total Purchase Price for the Property is the amount of the successful bid for the parcel at public auction.

  • Delivery of the Purchase Price At least one business day prior to the effective date of the Company’s registration statement relating to the IPO (“Registration Statement”), or the date of the exercise of the Over-Allotment Option, if any, the Purchaser agrees to deliver the Initial Purchase Price or Additional Purchase Price, as the case may be, by certified bank check or wire transfer of immediately available funds denominated in United States Dollars to Continental Stock Transfer & Trust Company, a New York corporation (“CST”), which is hereby irrevocably authorized to deposit such funds on the applicable Closing Date to the trust account which will be established for the benefit of the Company’s public shareholders, managed pursuant to that certain Investment Management Trust Agreement to be entered into by and between the Company and CST and into which substantially all of the proceeds of the IPO will be deposited (the “Trust Account”). If the IPO is not consummated within 14 days of the date the Initial Purchase Price is delivered to CST, the Initial Purchase Price shall be returned to the Purchaser by certified bank check or wire transfer of immediately available funds denominated in United States Dollars, without interest or deduction.

  • Purchase Price; Deposit (a) The purchase price for the Property is AND 00/100 DOLLARS ($ ) (the “Purchase Price”), payable as follows: (i) TEN PERCENT (10%) of the Purchase Price (which is equal to $ ) (the “Initial Deposit”, and together with the Additional Deposit (as hereinafter defined), if any and to the extent delivered by Purchaser, collectively, the “Deposit”) shall, within five (5) business days after the Effective Date, be deposited by Purchaser with the Title Company (as hereinafter defined), as escrow agent (in such capacity, the “Escrow Agent”) by wire transfer of immediately available funds. Failure by Purchaser to timely deliver the Deposit in accordance with this Section 2(a)(i) shall constitute a material default by Purchaser hereunder and Seller shall be entitled to terminate this Agreement by written notice to Purchaser. The Deposit shall be refundable to Purchaser only to the extent expressly set forth in this Agreement. The Deposit shall be held in a non-interest-bearing, federally-insured account by Escrow Agent in accordance with this Agreement pending the consummation of the Settlement (as defined below). At Settlement, the Deposit shall be paid to Seller on account of the Purchase Price and credited to Purchaser. The giving of the Deposit hereunder shall not be considered to be xxxxxxx money. (ii) Subject to the prorations and adjustments set forth in this Agreement, the balance of the Purchase Price shall be paid to Seller at Settlement by wire transfer of immediately available federal funds. (b) If there is a dispute between Seller and Purchaser regarding whether the Deposit shall be returned to Purchaser or delivered to Seller, Escrow Agent shall have no obligation to either Seller or Purchaser with respect to the Deposit except to interplead (invoke a concursus of) the Deposit into an appropriate court of competent jurisdiction. Escrow Agent may act upon any instrument or other writing believed by Escrow Agent in good faith to be genuine and to be signed and presented by the proper person.

  • THE PURCHASER AND PAYMENT OF PURCHASE PRICE 8.1 Immediately after the fall of the hammer and upon being declared the successful purchaser of the Property, the Purchaser shall execute the memorandum attached hereto (`the Memorandum’). 8.2 The signed Memorandum together with these conditions of sale and the Proclamation of Sale shall in their entirety form the contract for the sale and purchase of the Property (`the Contract of Sale’). 8.3 The last bid which is the highest bid accepted by the Auctioneer and upon which the Property is sold to the Purchaser shall be the purchase price for the Property (`the Purchase Price’). 8.4 Upon successful bid of the property by the bidder, the Bidding Deposit deposited by the bidder pursuant to clause 3.1 shall be paid to the Bank immediately upon execution of the Contract of Sale (“ the Purchase Deposit) 8.5 In the event that the Purchase Price is higher than the Reserve Price, the Purchaser shall immediately deposit with the Auctioneer as stakeholder a sum equivalent to the difference between Purchase Deposit and the Bidding Deposit (`the Purchase Deposit Shortfall’) either in cash or by way of a valid bank draft or cashier’s order drawn in favour of the Bank which together will form the Purchase Deposit. 8.6 The Auctioneer shall upon receipt of the Purchase Deposit release the said sum, bank draft and/or cashier’s order to the Bank. 8.7 In the event that the Purchaser shall fail to deposit the Purchase Deposit Shortfall or shall fail to execute the Memorandum for any reason whatsoever or in the event of the bank draft and/or cashier’s order for the Bidding Deposit and/or the Purchase Deposit Shortfall is dishonored for any reason whatsoever when presented by the Bank for payment, the Purchaser shall be deemed to have committed a breach of the terms of the Auction Sale and the consequences set out in paragraph 8.8 hereto shall ensue. 8.8 In the event that the Purchaser shall commit a breach, the Bidding Deposit shall be forfeited absolutely to the Bank and the Bank may in its absolute discretion upon such terms and conditions and at such time or times the Bank deems fit put the Property up for resale. The Bank shall be further entitled to recover from the Purchaser all costs and expenses of, in connection with and resulting from such resale. The Purchaser shall be further liable to the Bank for any shortfall in the sale price obtained at the resale and the Purchase Price (`the Resale Shortfall’). A certificate duly signed by an authorized officer of the Bank as to amount of the Resale Shortfall and the costs and expenses of, in connection with resulting from such resale shall be accepted by the Purchaser as binding correct and conclusive for all purposes including for legal proceedings. The certified amount shall be paid by the Purchaser to the Bank not later than seven (7) days from the date of the demand made by the Bank. 8.9 Notwithstanding anything herein contained, the amount representing the difference between the Purchase Price and the Purchase Deposit (“Balance Purchase Price”) shall be paid by the Purchaser directly to the Bank without any set-off not later than NINETY (90) DAYS from the date of the Contract of Sale (`the Due Date’). 8.10 The Balance Purchase Price shall be paid to the Bank by way of bank draft or cashier’s order drawn in favour of the Bank or E-Payment or any mode of payment which acceptable by the Bank. 8.11 Upon the written request by the Purchaser before the expiry date, the Bank in its absolute discretion may but shall be under no obligation to extend the Due Date for such period or periods the Bank deems fit (`the Extended Due Date’). 8.12 The Purchaser shall have prior to twenty one (21) days of the Due Date, the Purchaser shall issue a written request to the Assignee/Bank applying for an extension of time and the Bank may in it’s absolute discretion (i) agree to grant the extension of time unconditionally, or (ii) refuse the request, in which case the 10% of the successful bid shall be forfeited, or (iii) agree to grant an extension of time subject to conditions (including but not limited to imposition of late payment interest/charges/compensation at such rate/amount as the Bank shall determine) without assigning any reasons whatsoever and such decision shall be binding on the Purchaser. The interest on late payment if imposed by the Bank may be in the form of advance payment of interest for the extension period or otherwise is final and not refundable. 8.13 In the event that the Purchaser for any reason whatsoever (save and except where it is due to the default of the Bank) fails to pay the Balance Purchase Price by the Due Date or the Extended Due Date, as the case may be, the Purchaser shall be deemed to be in breach of the Contract of Sale, and all monies paid to the Bank upon the execution of the Contract of Sale including the Purchase Deposit shall be forfeited absolutely by the Bank and the consequences as set out in paragraph 8.8 shall ensue.

  • Delivery of Purchase Price The Purchase Price for the Securities shall have been delivered to the Company on the Closing Date.

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