Purchase Price; Closing Payments Sample Clauses

Purchase Price; Closing Payments. (a) In consideration for the sale of the Membership Interests by Seller in accordance with Section 2.1, at the Closing, Buyer shall accept the Membership Interests from Seller and pay to Seller an aggregate purchase price of One Dollar ($1.00) (the “Base Purchase Price”), subject to adjustment in accordance with Section 2.3 (the Base Purchase Price as so adjusted pursuant to Section 2.3, the “Purchase Price”). (b) At the Closing, Buyer shall pay each of the following amounts, in each case, by wire transfer of immediately available funds in accordance with a payments schedule (the “Payments Schedule”) to be provided by Seller to Buyer at least three (3) Business Days prior to the Closing: (i) to Seller, the Estimated Purchase Price; provided that, in the event that the Estimated Purchase Price is a negative number, in lieu of a payment to Seller pursuant to this Section 2.2(b)(i), Seller shall, subject to Section 2.2(c), pay such amount to Buyer or, at Buyer’s direction, apply all or a portion of such amount to satisfy the obligations described in Section 2.2(b)(ii) and Section 2.2(b)(iii). (ii) to the account or accounts designated in the Payments Schedule, the amount of Estimated Closing Indebtedness set forth in payoff letters in form and substance reasonably satisfactory to Buyer (including that such payoff letters shall (i) provide for Lien (and guarantee) releases, UCC filings and authority to remove financing statements, as applicable, and (ii) specify the amount of Closing Indebtedness owed to the holder thereof and wire instructions for such payment) delivered to Buyer at least three (3) Business Days prior to the Closing (such letters, the “Payoff Letters”); and (iii) to the account or accounts designated in the Payments Schedule, the amount of Estimated Closing Unpaid Transaction Expenses specified in final invoices delivered to Buyer (along with a valid and duly executed IRS Form W-9 or other appropriate Tax form if the recipient is a non-U.S. Person) for each such recipient at least two (2) Business Days prior to the Closing Date; provided that the amount of any Estimated Closing Unpaid Transaction Expenses that is payable to Company Employees or Company Independent Contractors (and the employer portion of any payroll, social security, unemployment or other Taxes payable in connection with such amounts) shall be paid to the Company or its applicable Affiliate, which Buyer shall cause the Company or such Affiliate to pay to each such Company Emp...
Sample 1Sample 2
AutoNDA by SimpleDocs
Purchase Price; Closing Payments. (a) The purchase price for the Success Equity Interests to be paid by the Purchaser at the Closing shall be paid in common shares in the capital of Greenbrook (the "Greenbrook Shares"). (b) The number of Greenbrook Shares to be paid by the Purchaser for the Success Equity Interests (the "Purchase Price Shares") shall be calculated as follows: (i) the number of Greenbrook Shares equal to forty percent (40%) of the total issued and outstanding Greenbrook Shares as of the Closing Date after giving effect to the issuance of such Greenbrook Shares pursuant to this Section 1.2, which shall be calculated by the Purchaser after the closing of the Normal Trading Day immediately preceding the Closing Date; (ii) plus the number of Greenbrook Shares equal in value (at the Closing VWAP) to the amount by which the Estimated Closing Working Capital exceeds the Target Working Capital or minus the number of Greenbrook Shares equal in value (at the Closing VWAP) to the amount by which the Target Working Capital exceeds the Estimated Closing Working Capital; and (iii) minus a number of Greenbrook Shares equal in value (at the Closing VWAP) to the amount (if any) by which the Estimated Closing Indebtedness exceeds $17,100,000; and (iv) minus a number of Greenbrook Shares equal in value (at the Closing VWAP) to the Estimated Transaction Expenses. (c) At the Closing, the Purchase Price Shares shall be paid as follows: (i) 75% of the Purchase Price Shares (the "Closing Payment Shares") shall be issued in the names of, and delivered to, the Seller LLCs in their respective Allocated Portions (unless a different allocation among the Seller Parties is otherwise advised in writing pursuant to a customary letter of direction delivered by the Sellers' Representative to Purchaser prior to Closing); (ii) 10% of the Purchase Price Shares (the "Adjustment Escrow Shares") shall be issued in the name of the Seller LLCs in their respective Allocated Portions (unless a different allocation among the Seller Parties is otherwise advised in writing pursuant to a customary letter of direction delivered by the Sellers' Representative to Purchaser prior to Closing) and deposited with the Escrow Agent on the Closing Date; and (iii) 15% of the Purchase Price Shares (the "Indemnification Escrow Shares") shall be issued in the name of the Seller LLCs in their respective Allocated Portions (unless a different allocation among the Seller Parties is otherwise advised in writing pursuant to a customary lett...
Sample 1
Purchase Price; Closing Payments. (a) The aggregate purchase price for the Purchased Assets shall be $37,000,000, payable as follows (x) $17,000,000 on the Closing Date (the “Closing Amount”) and (y) $10,000,000 on each of the first two anniversaries of such date, plus the amount of any Incentive Payment payable in accordance with Section 2.07 (collectively, the “Purchase Price”), plus the assumption of the Assumed Liabilities. The Closing Amount shall be paid by wire transfer of immediately available funds to an account designated in writing by Seller to Buyer 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. Without limiting the generality of the foregoing, the Escrow Amount shall be used in order to satisfy any and all claims made by Buyer or any other Buyer Indemnitee against Seller pursuant to Article VIII. (c) The Incentive Payment, if any, shall be payable in accordance with Section 2.07 hereof.
Sample 1
Purchase Price; Closing Payments. (a) The aggregate purchase price (the “Purchase Price”) that the Purchaser shall pay to the Principal for the Interests is: (i) $100,000, in the form of a two-year, interest free, demand promissory note in the principal amount of $100,000 (the “Promissory Note”) to be delivered to Principal at Closing in the form attached hereto as Exhibit B.
Sample 1
Purchase Price; Closing Payments. (a) The aggregate purchase price for the Company Units shall be an amount equal to the Aggregate Consideration. (b) At the Closing, Buyer shall pay, or cause to be paid by wire transfer of immediately available funds in accordance with the Consideration Spreadsheet: (i) to each holder of Class A Units of the Company, such holder’s Pro Rata Portion of the Preferred Return Amount; (ii) to each Consideration Recipient, such Consideration Recipient’s Pro Rata Portion of the Closing Consideration, by wire transfer to an account designated by such Consideration Recipient; and (iii) on behalf of the Company, an amount equal to the Closing Indebtedness and Transaction Expenses, in the amounts and to the Persons identified in the applicable Payoff Letters. (c) The Holdback Amount shall be held and released in accordance with the terms of Section 8.4 of this Agreement. (d) The Company shall deliver to Buyer the Consideration Spreadsheet, certified by the Chief Executive Officer of the Company and accurately setting forth: (i) the name and address of each Consideration Recipient; (ii) the number of Company Units and Phantom Equity Awards held by each Consideration Recipient immediately prior to the Closing; (iii) the Pro Rata Portion of the Preferred Return Amount which each such Consideration Recipient is to receive at Closing; (iv) the dollar amount of the Preferred Return Amount which each such Consideration Recipient is to receive at Closing; (v) the Pro Rata Portion of the Closing Consideration which each such Consideration Recipient is to receive at Closing; (vi) the dollar amount of the Closing Consideration which each such Consideration Recipient is to receive at Closing; (vii) the Pro Rata Portion of the Holdback Amount attributable to each of the Consideration Recipients; (viii) the Pro Rata Portion of the Additional Consideration Payment attributable to each respective Consideration Recipient; (ix) the Pro Rata Portion of Losses pursuant to Section 8.4(a)(ii) and Section 8.8(b) for each Seller; and (x) wire instructions for each Seller. Buyer shall have the right to rely upon the information contained in the Consideration Spreadsheet in all respects.
Sample 1
Purchase Price; Closing Payments 
Sample 1Sample 2Sample 3See All (6)

Related to Purchase Price; Closing Payments

  • Purchase Price Closing (a) The total amount which the buying party shall pay the selling party in a purchase shall be the amount that the selling party would have received if the Company (i) sold the Property for an amount equal to the Buy-Sell Stated Value, (ii) satisfied the indebtedness of the Company specifically referred to in subsection (b) below (and no other liabilities) out of the sale proceeds and (iii) distributed the remaining balance to Administrative Agent and PACOP in accordance with their respective percentage ownership interests in the Company (i.e., 51%, in the case of PACOP, and up to 49%, in the case of Administrative Agent). (b) In determining the amount of the liabilities that the Company would pay pursuant to Subsection 2(a)(ii), it shall be assumed that the Company would satisfy (through payment of the full payoff amount), in order, the following liabilities in full (and no others): (i) the Secured Note, and (ii) any Mezzanine Loan Deficiency. As used in this Agreement “Mezzanine Loan Deficiency” shall be determined based upon the actual amount received (or bid or credited, as applicable) by Administrative Agent at a foreclosure sale under and in accordance with the Security Agreement on such Membership Interests as Administrative Agent may foreclose on expeditiously and without opposition; the full payoff amount of the loans evidenced by the Mezzanine Loan Agreement, less the amounts so received, bid or credited, as applicable, shall be the Mezzanine Loan Deficiency. In the event that Administrative Agent has not yet foreclosed on the Pledged Interests, the Mezzanine Loan Deficiency shall be an amount equal to the full outstanding amount of the Mezzanine Loan. Administrative Agent shall provide PACOP notice of such foreclosure sale as required by the New York Uniform Commercial Code. PACOP hereby fully waives any right to challenge the determination and calculation of such Mezzanine Loan Deficiency.

  • Closing Purchase Price Buyer shall have delivered the Closing Purchase Price in accordance with Section 2.5.

  • Post-Closing Purchase Price Adjustment 1.9.1 Within ninety (90) days following the Closing Date, Seller shall prepare, or cause to be prepared, and deliver to Purchaser a statement (the “Closing Net Working Capital Statement”) which shall set forth the Net Working Capital of the Newsprint Business and of Apache as of the Closing Time (which shall be set forth separately for each of the Newsprint Business and Apache, but as aggregated shall be referred to as the “Closing Net Working Capital”) and shall be prepared in accordance with Seller’s past accounting methods, policies, practices and procedures and in the same manner, with consistent classification and estimation methodology, as the Financial Statements were prepared, except that the Excluded Assets and the Newsprint Retained Obligations shall be excluded. The Closing Net Working Capital Statement may not be amended by Seller after it is delivered to Purchaser. 1.9.2 Purchaser shall, within thirty (30) days after the delivery of the Closing Net Working Capital Statement to it, complete its review of the Closing Net Working Capital reflected on the Closing Net Working Capital Statement. If Purchaser wishes to dispute the Closing Net Working Capital, Purchaser shall notify Seller in writing in reasonable detail of such disagreement and any reason therefore (“Purchaser’s Objection”), setting forth a specific description of the basis of Purchaser’s Objection and the adjustments to the Closing Net Working Capital that Purchaser believes should be made, on or before the last day of such thirty (30) day period, which Purchaser’s Objection may not be amended by Purchaser after it is delivered to Seller (except to withdraw any such Purchaser’s Objection). Any items on the Closing Net Working Capital Statements not disputed in Purchaser’s Objection shall be irrevocably deemed to be accepted by Purchaser. Seller shall then have thirty (30) days to review and respond to Purchaser’s Objection. If Seller and Purchaser are unable to resolve all of their disagreements with respect to the determination of the foregoing items within thirty (30) days following Seller’s receipt of Purchaser’s Objection (the “Negotiation Period”), they shall refer their remaining differences to a mutually agreeable independent accounting firm of national recognition (other than an independent accounting firm utilized by any of Seller, Apache or Purchaser or any Affiliate of any of the foregoing within the past three (3) years) acceptable to both Seller and Purchaser or if Seller and Purchaser are unable to agree as to such third party accounting firm within ten (10) days after the conclusion of the Negotiation Period, either Seller or Purchaser may request that the Chairman of the American Arbitration Association (or the nominated representative of the Chairman) appoint a third party accounting firm meeting the aforementioned requirements to resolve the dispute (the accounting firm selected being referred to as the “CPA Firm”), who shall determine, only with respect to the remaining differences so submitted, whether and to what extent, if any, the Closing Net Working Capital requires adjustment. The procedure and schedule under which any dispute shall be submitted to the CPA Firm shall be as follows: (a) Within ten (10) days after the later of (i) the end of the Negotiation Period and (ii) the selection of the CPA Firm, Purchaser shall submit any unresolved elements of the Purchaser’s Objection to the CPA Firm in writing (with a copy to Seller), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute a withdrawal by Purchaser of the Purchaser’s Objection with respect to any unresolved element to which such failure relates. (b) Within fifteen (15) days following Purchaser’s submission of the unresolved elements of the Purchaser’s Objection as specified in sub-clause (a) above, Seller shall submit its response to the CPA Firm in writing (with a copy to Purchaser), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute an acceptance by Seller with respect to any unresolved elements to which such failure relates. (c) The CPA Firm shall deliver its written determination to Purchaser and Seller no later than the thirtieth (30th) day after the remaining differences underlying Purchaser’s Objection are referred to the CPA Firm, or such longer period of time as the CPA Firm determines is necessary.

  • Purchase Price and Closing Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Units for an aggregate purchase price of up to $10,000,000 (the “Offering Amount”), at a per Unit purchase price of $4.00 per Unit (the “Purchase Price”). The closing of the purchase and sale of the Units to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of Xxxxxx & Jaclin, LLP, 000 Xxxxx 0 Xxxxx, Xxxxx 000, Xxxxxxxxx, XX 00000 (the “Closing”). Subject to the terms and conditions set forth in this Agreement, the date and time of the Closing shall be the Closing Date (or such later date as is mutually agreed to by the Company and Newbridge Securities Corporation (the “Placement Agent”)), provided, that all of the conditions set forth in Article IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith (the “Closing Date”). Subject to the terms and conditions of this Agreement, at the Closing the Company shall deliver or cause to be delivered to each Purchaser (x) a certificate for the number of Preferred Shares set forth opposite the name of such Purchaser on Exhibit A hereto, (y) its Warrants to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto and (z) any other documents required to be delivered pursuant to Article IV hereof. At the Closing, each Purchaser shall deliver its Purchase Price by wire transfer to the escrow account pursuant to the Escrow General Agreement (as hereafter defined).

  • Purchase Price Payments (a) On each Payment Date, on the terms and subject to the conditions of this Agreement, the Initial Purchaser shall pay to KBK the Purchase Price for the Receivables and Related Assets to be purchased on such day by (i) making a cash payment to or at the direction of KBK to the extent that the Initial Purchaser has cash available to make such payment pursuant to SECTION 3.3, and (ii) automatically increasing the principal amount outstanding under the Purchaser Note issued to KBK by the amount of the excess, if any, of the Purchase Price to be paid to KBK for such Receivables and Related Assets OVER the amount of any payment made on such day pursuant to CLAUSE (I) next above. (b) On each Payment Date, the Initial Purchaser shall reduce the Purchase Price payable to KBK for the Receivables and Related Assets that the Initial Purchaser is to purchase on such day by an amount (the "PURCHASE PRICE ADJUSTMENTS") equal to the difference between (i) the sum of (A) the Dilution Adjustment (as defined in SECTION 3.5(B)), if any, for the immediately preceding Business Day, PLUS (B) the Noncomplying Receivables Adjustment (as defined in SECTION 3.5(A)), if any, for the immediately preceding Business Day, MINUS (ii) the amount of any payments that the Initial Purchaser shall have received on the immediately preceding Business Day on account of Collections due with respect to Noncomplying Receivables that have been included in an Purchase Price Adjustment previously deducted or paid in accordance with this SECTION 3.1. (c) If the Purchase Price Adjustments on any Payment Date exceed the Purchase Price payable by the Initial Purchaser to KBK on such day, then the principal amount of the Purchaser Note shall be automatically reduced by the amount of such excess; PROVIDED, that if the Purchaser Note has been reduced to zero, then KBK shall pay to the Initial Purchaser in cash the amount of such Purchase Price Adjustments on the next succeeding Business Day; and PROVIDED FURTHER, HOWEVER, that at any time (y) when a Liquidation Event or Unmatured Liquidation Event exists or (z) on or after the Purchase Termination Date, the amount of any such credit shall be paid by KBK to the Initial Purchaser by deposit in immediately available funds into the Collection Account for application by Servicer to the same extent as if Collections of the applicable Receivable in such amount had actually been received on such date.

  • Purchase Price Payment The total Purchase Price for the Property is the amount of the successful bid for the parcel at public auction.

  • Closing Payment At the Closing, Buyer will pay or cause to be paid to Seller the Closing Payment Amount, by wire transfer of immediately available funds or by such other means as may be agreed upon by Seller and Buyer.

  • Closing Payments At the Closing, Buyer will pay or cause to be paid from the Closing Purchase Price as set forth in the Pre-Closing Statement, subject to any mutually agreed adjustments determined by Buyer and Seller pursuant to Section 3.4(a), the following amounts to Seller or such other Persons as follows: (a) the Financial Debt as set forth in the Payoff Letters and the unpaid Transaction Expenses in accordance with the payment instructions delivered by Seller to Buyer before the Closing; (b) an amount equal to 66.67% of the Closing Cash Consideration (the “Closing Cash Payment”) via wire transfer to the bank accounts designated by Seller to Buyer in writing at least five (5) Business Days prior to the Closing Date, which may be the accounts of the Members (the “Member Bank Accounts”), or the Seller (the “Seller’s Bank Account”) to be paid to Seller or, to the extent designated in accordance with Section 3.11, to the Members in accordance with their respective Pro Rata Percentages; (c) Parent will issue to Seller, or, to the extent designated by Seller in writing at least five (5) Business Days prior to the Closing Date and in accordance with Section 3.11, to the Members in accordance with their respective Pro Rata Percentages, a number of shares of unregistered common stock, par value $0.001 per share, of Parent (“Parent Common Stock”) equal to 85.00% of the Stock Value divided by the Per Parent Share Price (the “Closing Stock Payment”); (d) Parent will deposit with the Escrow Agent a number of shares of unregistered Parent Common Stock equal to 15.00% of the Stock Value divided by the Per Parent Share Price (the “Indemnity Escrow Shares”) in an account to be established by the Escrow Agent in accordance with the Escrow Agreement (the “Escrow Account”).

  • Post-Closing Payments (a) Should Grantor receive any amount arising from, or attributed to, the Grantor Interest (including without limitation amounts related to a Settlement Request) then Grantor shall promptly deliver to Participant an amount equal to such amount less: (i) any taxes, duties or other amounts required to be paid or withheld by Grantor with respect to those amounts (including without limitation any stamp duty or tax payable with respect to the sale, transfer or other disposition of such securities or other cash or non-cash distributions and any other fees or expenses (including legal fees) paid, payable, reimbursed or reimbursable by Grantor or Administrator in connection with the sale, transfer or other disposition of such securities or other cash or non-cash distributions); and (ii) any amounts owed by Participant to Grantor or Administrator as of the relevant time ((i) and (ii) together, the “Fees and Expenses”), to Participant pursuant to the wire instructions provided by Participant (which instructions must be with respect to a bank account opened in the name of Participant and must be provided at least five (5) Business Days prior to the date of wiring). (b) Upon receipt by Grantor of any securities or any other non-cash distributions with respect to the Grantor Interest (including the receipt of ADSs pursuant to a Settlement Request): (i) in the case of ADSs received pursuant to a Cash Settlement Request or an ADS Settlement Request where Grantor has elected pursuant to Section 5(b)(ii) to fulfill such ADS Settlement Request in cash, Grantor shall use commercially reasonable efforts to sell such ADSs to any person whatsoever at Participant’s expense, in accordance with the provisions of Section 5(b) and distribute the resulting cash to Participant in accordance with Section 6(a); (ii) in the case of ADSs received pursuant to an ADS Settlement Request other than cases in which Grantor has elected pursuant to Section 5(b)(ii) to fulfill such ADS Settlement Request in cash (or where any Settlement Request cannot be fulfilled in cash), Grantor shall use commercially reasonable efforts to transfer such ADSs (net of the In-Kind Fees and Expenses) to Participant at Participant’s expense, in accordance with the provisions of Section 5(b). “In-Kind Fees and Expenses” means such portion of securities or any other non-cash distributions received by Grantor with respect to the Grantor Interest the value of which is equal to the Fees and Expenses due as of the relevant date. In the case of ADSs, the value of such ADSs shall be calculated by Administrator based on the VWAP Price and in the case of other securities or other non-cash distributions, shall be calculated by Administrator on such basis as it reasonably determines. “VWAP Price” means the value obtained by dividing (A) the aggregate turnover of trading in the ADSs during the five (5) Trading Days immediately before the date Grantor receives the relevant distribution (the “VWAP Period”) by (B) the aggregate trading volume of the ADSs during the VWAP Period provided that if the VWAP Price cannot be calculated in accordance with the preceding formula the VWAP Price shall be determined by Administrator on such basis as it reasonably determines. “Trading Day” means any day on which the ADSs are traded on The NASDAQ Global Market.

  • Cash Purchase Price The term "Cash Purchase Price" shall have the meaning set forth in Section 2.3(a).

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!