Purchase Price; Closing Payment. (a) Subject to the terms and conditions of this Agreement and the Master Purchase Agreement, the Purchaser shall pay to the Seller, in accordance with the procedures set forth in this Agreement and the Master Purchase Agreement, an aggregate purchase price for the Assets in an amount equal to the sum of (such sum, the “Group 2 Final Purchase Price”):
Purchase Price; Closing Payment. (a) Subject to the terms and conditions of this Agreement and the Master Purchase Agreement, the Purchaser shall pay to the Seller, in accordance with the procedures set forth in this Agreement and the Master Purchase Agreement, an aggregate purchase price for the Assets in an amount equal to the sum of (such sum, the “Group 2 Final Purchase Price”):
(i) with respect to the Servicing Rights, an amount equal to the sum of each product obtained by multiplying (x) the unpaid principal balance of the Mortgage Loans, as shown on the Mortgage Loan Schedule as updated as of the Closing Date, within each category set forth on Schedule 2.06 by (y) the applicable percentage for such category shown on Schedule 2.06; plus
(ii) with respect to the outstanding Servicing Advances, an amount equal to the Book Value of such assets as of the Closing Date (“Servicing Advance Purchase Price”); plus
(iii) with respect to the accrued Servicing Fee receivables with respect to Mortgage Loans held in connection with a non-HELOC Securitization Transaction, an amount equal to one hundred percent (100%) of the Book Value of such assets as of the Closing Date; plus
(iv) with respect to the accrued Servicing Fee receivables with respect to Mortgage Loans held in connection with a HELOC Securitization Transaction, an amount equal to zero percent (0%) of the Book Value of such assets as of the Closing Date; plus
(v) with respect to the accrued Servicing Fee receivables with respect to Mortgage Loans serviced for an Agency or any Federal Home Loan Bank that are less than thirty (30) days past due, an amount equal to one hundred percent (100%) of the Book Value of such assets as of the Closing Date; plus
(vi) with respect to the accrued Servicing Fee receivables with respect to Mortgage Loans serviced for an Agency or any Federal Home Loan Bank that are thirty (30) days or more past due, an amount equal to zero percent (0%) of the Book Value of such assets as of the Closing Date.
(b) On the Closing Date, the Purchaser shall pay to the Seller in accordance with the Master Purchase Agreement an amount equal to the balance of (i) the Group 2 Final Purchase Price, calculated using, where applicable, balances as of the Initial Calculation Date rather than the Closing Date, less (ii) two percent (2.0%) of the Servicing Advance Purchase Price calculated using the Book Value of the Servicing Advances as of the Initial Calculation Date, less (iii) prorated amounts owed by the Seller through and inc...
Purchase Price; Closing Payment. (a) The purchase price (the “Purchase Price”) for the purchase and sale described in Section 2.1 is equal to $34,682,118.
(b) On the date hereof, Buyer shall pay to Sellers by wire transfer of immediately available funds (to such account or accounts as Sellers will have notified Buyer of no later than two (2) Business Days prior to the date hereof) an amount equal to [**] ($[**]) (the “Signing Milestone Payment”), which amount shall be nonrefundable absent fraud or intentional misconduct or a termination of this Agreement by Sellers pursuant to Section 8.1(l).
(c) At the Closing, Buyer shall pay to Sellers by wire transfer of immediately available funds (to such account or accounts as Sellers will have notified Buyer of no later than two (2) Business Days prior to the Closing Date) an amount equal to the Purchase Price, less the Signing Milestone Payment.
Purchase Price; Closing Payment. The aggregate purchase price for the Purchased Assets shall be the sum of (x) Eighty Six Million Nine Hundred Thirty-Eight Thousand Nine Hundred Fifty Seven and 50/100 Dollars ($86,938,957.50) (the “Closing Payment”), plus/minus (as applicable) (y) the Post-Closing Adjustment computed pursuant to Section 2.06(a)(ii) hereof (such sum being herein called the “Purchase Price”), plus the assumption of the Assumed Liabilities. The Closing Payment shall be paid as follows:
(a) The Closing Payment, minus the sum of (i) the Escrow Amount and (ii) one-half of the R&W Policy Expense, shall be paid by wire transfer of immediately available funds to Seller, to such account(s) as shall have been designated by Seller no later than two (2) Business Days prior to the Closing Date;
(b) The Escrow Amount shall be deposited by wire transfer of immediately available funds into an account designated by the Escrow Agent and shall be held and distributed in accordance with the terms of the Escrow Agreement. The Escrow Amount shall be available to satisfy Losses suffered by Buyer in connection with indemnifiable claims by the Buyer Indemnitees for Losses as set forth in ARTICLE VII. Any remaining portion of the Escrow Amount not subject to any claim under this Agreement or the Escrow Agreement shall be released and paid to Seller on the date that is twelve (12) months after the Closing Date in accordance with the terms of this Agreement and the Escrow Agreement.
Purchase Price; Closing Payment. (a) In consideration for the Purchased Assets, and subject to the terms and conditions of this Agreement, and the entry and effectiveness of the Sale Order, at the Closing, the Buyer and/or one or more Buyer Designees shall assume the Assumed Liabilities by executing the Assumption Agreement and the Buyer shall pay in accordance with Section 3.1(b) and 3.2(d), an amount equal to five hundred forty million dollars ($540,000,000) (the “Base Amount” and the Base Amount, as finally adjusted in accordance with Section 3.2, the “Purchase Price”).
(b) On the Closing Date, the Buyer shall pay or caused to be paid to the Seller, by wire transfer of immediately available funds to an account designated by the Seller prior to the Closing, an amount in cash equal to (i) the Base Amount, plus (ii) the amount, if any, by which the Estimated Net Working Capital Amount exceeds the Targeted Net Working Capital Amount, minus (iii) the amount, if any, by which the Targeted Net Working Capital Amount exceeds the Estimated Net Working Capital Amount, minus (iv) the Estimated Indebtedness, plus (v) the Estimated Deadband Exceptions, minus (vi) the Deposit (such amount, the “Closing Payment”).
Purchase Price; Closing Payment. 10 2.4 Escrow. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 2.5
Purchase Price; Closing Payment. Upon the terms and subject to the conditions of this Agreement, on the Closing Date Purchaser shall pay to Seller the Purchase Price as follows:
(a) The Escrow Fund to the Escrow Account to be held and/or disbursed by Escrow Agent in accordance with the terms of the Escrow Agreement; and
(b) $11,800,000, representing the amount by which the Purchase Price exceeds the Escrow Fund, by wire transfer of immediately available funds denominated in United States Dollars to an offshore account designated in writing by Seller at least three Business Days prior to the Closing Date.
Purchase Price; Closing Payment. The purchase price to be paid by each Purchaser in exchange for the Securities to be issued to them pursuant to this Agreement shall be in the form of the consideration in the amount specified in Exhibit A. At the Closing, each Purchaser shall deliver to the Company such documents as the Company may reasonably request to evidence payment of the consideration in the amounts set forth opposite the name of the Purchaser on Exhibit A, including in the case of the Building, a special warranty deed from Onward to the Company's subsidiary Plastic Pallet Production, Inc. subject to the existing first mortgage in favor of Texas Capital Bank which the Company will assume. If Texas Capital Bank fails to consent to such transfer, Onward will take such action as may be necessary to repay or refinance the indebtedness owed to Texas Capital Bank and the Company will execute a note and mortgage to Onward to repay Onward in accordance with the terms of the existing indebtedness to Texas Capital Bank. Onward and the Company will use their best efforts to obtain the consent of Texas Capital Bank and to negotiate a more favorable repayment schedule for the existing debt being assumed. If the appraised value of the Building is less than $1,350,000, the amount of Securities issuable to Onward in exchange therefor will be appropriately adjusted.
Purchase Price; Closing Payment. The purchase price for the WAPCO Interests shall be the sum of (i) One Hundred Million Dollars and No Cents ($100,000,000), plus or minus (ii) the Final Direct Net Working Capital, as calculated in accordance with Sections 2(c) and 2(d) of this Agreement, plus (iii) the value of the Valdez Inventory Transportation Revenue, as calculated in accordance with Section 2(e) of this Agreement, plus or minus (iv) an adjustment (if any) pursuant to Section 2(f) of this Agreement, plus or minus (v) an adjustment (if necessary) for delayed closing pursuant to Section 2(g) of this Agreement (items (i) through (v) together, the "Purchase Price"). The amount to be paid to Seller by Buyer at Closing shall be One Hundred Million Dollars and No Cents ($100,000,000), plus the Estimated Direct Net Working Capital as calculated in accordance with Section 2(b) of this Agreement plus the Valdez Inventory Transportation Revenue (the "Closing Payment").
Purchase Price; Closing Payment. The aggregate purchase price payable in cash and securities for the Interests and the Canadian Assets will be Seventy-eight Million Five Hundred Thousand Dollars ($78,500,000) (the "Base Purchase Price"), subject to adjustment following the Closing pursuant to Section 2.5 hereof (as so adjusted, the "Purchase Price"). The Base Purchase Price will be paid by the Buyers to the Sellers as follows:
