Purchase Price; Escrow Amount Sample Clauses

Purchase Price; Escrow Amount. (a) The aggregate purchase price for the Company Shares (the “Purchase Price”) shall equal $30,200,000, (i) plus (or minus, to the extent a negative number) an amount equal to Working Capital as of the Effective Date, (ii) minus the Wxxxx Fargo Payment Amount, and (iii) minus the Escrow Amount. The Purchase Price shall be divided among Sellers in proportion to the number of Company Shares sold to Purchaser by each of them as provided in Section 1.1 (subject to such adjustments as shall be made with the consent of each Seller affected thereby). The Purchase Price, as adjusted pursuant to this Section 1.2, shall be payable in cash at Closing in immediately available funds to the accounts specified in writing by the Sellers at least 48 hours prior to Closing. (b) Purchaser shall pay by wire transfer of immediately available funds to Wxxxx Fargo Bank, N.A., at closing an amount equal to all outstanding obligations owed by the Company to Wxxxx Fargo Bank, N.A. (the “Wxxxx Fargo Payment Amount”). Such funds shall be wired to the account specified in writing by the Sellers at least 48 hours prior to Closing. (c) $250,000 of the Purchase Price (the “Escrow Amount”) shall be placed in escrow pursuant to the terms of the escrow agreement (the “Escrow Agreement”) attached hereto as Exhibit B. The Agreement shall provide that the funds shall relate to the remediation, to the reasonable satisfaction of the Purchaser, of all deficiencies in the plant and field compressor permits listed on Schedule 3.11. In the event that the cost of the remediation of such deficiencies is less than the Escrow Amount, upon completion of such remediation, the difference between the cost expended by the Purchaser to undertake such remediation, including all fees, fines and expenses of advisors and counsel, and the Escrow Amount shall be released to Sellers. The parties have agreed that the Sellers will continue to supervise the activities of the third party consultant, Cxxxxxxx & Associates, Austin, Texas, retained by the Company to obtain the necessary plant and field compressor air quality permits listed in Schedule 3.11 from the Texas Commission on Environmental Quality; provided however, that Sellers must consult with and obtain the prior consent of Purchaser (which consent may not unreasonably be withheld) in connection with each step in the permit remediation process before the TCEQ. All expenses of remediation will be submitted by the Sellers to the Purchaser and paid under the term...
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Purchase Price; Escrow Amount. (a) The aggregate purchase price for the sale and conveyance of the Properties to Buyer shall be two billion, six hundred million dollars ($2,600,000,000), payable via direct bank deposit or wire transfer of immediately available United States dollars (the “Purchase Price”), subject to adjustment in accordance with the provisions of Section 2.2. (b) Buyer shall use commercially reasonable efforts to tender, on or before December 21, 2012, and in any event shall tender, on or before December 24, 2012, to Xxxxx Fargo Bank, N.A. (the “Escrow Agent”) by wire transfer of immediately available funds an amount equal to two hundred fifty-five million dollars ($255,000,000) (such amount being herein called the “Escrow Amount”) to be held by the Escrow Agent pursuant to an escrow agreement, dated as of the date the Escrow Amount is deposited, by and among Seller, Buyer, and the Escrow Agent in substantially the form distributed to the Parties prior to the Execution Date (the “Escrow Agreement”). The Escrow Amount shall be non-refundable (except as provided in Sections 12.3(b) and (c)). If the Closing occurs, the Escrow Amount (including any accrued interest) shall be applied toward the Purchase Price at the Closing, as set forth in Article VIII and the Parties shall jointly instruct the Escrow Agent to release the Escrow Amount to Seller. If this Agreement is terminated prior to the Closing, then the Escrow Amount (including any accrued interest) shall be released to Buyer or Seller in accordance with Article XII.
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Purchase Price; Escrow Amount. (a) The purchase price for the Stock shall be an amount in cash equal to the sum of the following: $76,500,000, minus the Closing Reduction, if any, minus the Closing Date Indebtedness, minus the Transaction Expenses that have not been paid prior to the Effective Time, plus the Closing Addition, if any (collectively, the “Aggregate Purchase Price”). Schedule 2.2(a) sets forth the Aggregate Purchase Price taking into account the adjustments described in Section 2.3(a). (b) At the Closing, Buyer shall pay to Seller the Closing Purchase Price (as defined below) by wire transfer of immediately available funds to the account designated by Seller prior to the Closing. For purposes of this Agreement, the “Closing Purchase Price” shall mean an amount in cash equal to (i) the Aggregate Purchase Price, minus (ii) the Escrow Amount.
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Purchase Price; Escrow Amount. (a) In consideration of the sale, assignment, conveyance, license and delivery of the Purchased Assets under ARTICLE II, Buyer agrees, pursuant to the terms and subject to the conditions hereof, to assume the Assumed Liabilities and pay to Seller, the sum of Ten Million Dollars ($10,000,000.00) (the “Purchase Price”). (b) At the Closing, Buyer shall pay to Seller, by wire transfer of immediately available funds in U.S. dollars directly to the Seller Account, an amount equal to (i) the Purchase Price, less (ii) the Indemnity Escrow (as defined below) (the “Cash Purchase Price”). (c) At the Closing, Buyer shall retain and hold Two Hundred Fifty Thousand Dollars ($250,000) (the “Indemnity Escrow”), which Indemnity Escrow shall be held and distributed in accordance with the terms and conditions of Section 2.9.
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Purchase Price; Escrow Amount. In consideration of the Link Parties' willingness to consummate the Merger and the Canadian Asset Sale, the Plains Parties shall pay to the Link Parties the Purchase Price by wire transfer of immediately available funds, which will be payable as follows: (i) at the Closing, the Plains Constituent Parties shall pay to the Link Constituent Parties the Estimated Purchase Price less $10,000,000 million, less the Debt Reduction Adjustment, if any, plus the Funding Adjustment, if any, to an account designated in writing by Link; and (ii) upon the Purchase Price adjustments being finally agreed upon or determined pursuant to Section 2(f), Plains shall pay to Link the amount (if any) determined to be owed to Link in accordance with Section 2(f). The "Debt Reduction Adjustment" shall mean the amount, if any, by which the Net Debt Payoff Target exceeds the aggregate principal and accrued interest amount of all Indebtedness set forth on Schedule 1(a) of Link and its Affiliates, net of unrestricted cash (other than cash proceeds from the Link Parties' litigation settlement with Shell Oil Company and its Affiliates), as of the Closing Date (such aggregate principal and accrued interest amount of Indebtedness net of unrestricted cash being set forth in the Officer's Certificate delivered on the Closing Date pursuant to Section 2(e)(v)). The "Funding Adjustment" means a positive cash amount equal to the sum of (i) the negative net cash flows, if any, from the operations of the Crude Oil Business from April 1, 2004 to but excluding the Closing Date, without inclusion of (A) interest costs of Indebtedness and financing and/or other fees and expenses attributable to such Indebtedness, (B) fees or expenses associated with the transactions contemplated by this Agreement or the litigation and/or settlement of the litigation with Shell Oil Company and its Affiliates or (C) fees or expenses directly attributable to a Link Retained Item, Link Retained Obligation or Link Allocated Asset, and (ii) accrued interest on the Base Purchase Price from April 2, 2004 to but excluding the Closing Date at a rate of 5.0% per annum. If the net cash flows from the operations of the Crude Oil Business from April 1, 2004 to but excluding the Closing Date are positive, then a cash amount equal to such positive amount will be included as a Crude Oil Business Asset and allocated to the Plains Constituent Parties in the Merger (but, for the avoidance of doubt, such cash amount will not be included as...
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Purchase Price; Escrow Amount. On the Closing Date, the Buyer shall deposit an amount in cash equal to $4,000,000 (the “Purchase Price Escrow Amount”) into an escrow account (the “Purchase Price Escrow Account”) with the Escrow Agent, to be held and disbursed pursuant to that certain escrow agreement, dated as of the Closing Date, by and among the Buyer, the Sellers and the Escrow Agent, substantially in the form and on terms and conditions as set forth in Exhibit C attached hereto (the “Purchase Price Escrow Agreement”). The Purchase Price Escrow Amount shall be used solely to satisfy any payment obligations of the Sellers under the Purchase Price adjustments set forth in Section 2.2 and Section 2.3 of this Agreement.
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Purchase Price; Escrow Amount 
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Related to Purchase Price; Escrow Amount

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

  • 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.

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

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

  • 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; 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.

  • Purchase Price Adjustment (a) Within 90 days following the Closing, the Buyer shall prepare and deliver, or cause to be prepared and delivered, to the Seller a statement (the “Closing Schedule”) setting forth: (i) the Buyer’s determination of the actual amounts of (A) the Adjustment Amount, including the Final Adjustment Amount Overage or the Final Adjustment Amount Underage (the “Final Adjustment Amount”), and (B) the Seller Indebtedness Amount, in each case as of 12:01 a.m. Eastern Time on the Closing Date without taking into account any of the transactions to be completed on the Closing Date in accordance with the terms of this Agreement; (ii) a calculation of any adjustments to the Closing Payment based on such calculations (the adjusted Closing Payment as a result of such calculation being the “Final Closing Payment”); and (iii) a calculation of the accounts receivable contained in the Preliminary Adjustment Amount that were not collected by Buyer within the thirty (30) days immediately following the Closing and the accounts receivable existing at the Closing but not taken into account in calculating the Adjustment Amount (the “Excluded AR”). (b) Within fifteen (15) days after delivery of the Closing Schedule, the Seller may deliver a notice to Buyer either: (i) concurring with the Closing Schedule (a “Notice of Concurrence”); or (ii) disagreeing therewith (a “Notice of Disagreement”). If the Seller delivers a Notice of Disagreement, then it shall be accompanied by the Seller’s proposed revisions to the Closing Schedule. If the Seller fails to deliver any notice within such 15-day period, the Seller shall be deemed to have delivered a Notice of Concurrence. (c) If a Notice of Concurrence is delivered or deemed delivered, and if the Final Closing Payment is less than the Closing Payment, the Buyer shall be entitled to payment out of the Royalty Consideration in the full amount of such shortfall. If a Notice of Concurrence is delivered or deemed delivered, and the Final Closing Payment is greater than the Closing Payment, Buyer shall pay to the Seller the full amount of such excess (with such payment being in shares of Buyer Common Stock priced at $1.50 per share) within thirty (30) days of the delivery of the Notice of Concurrence. (d) If a Notice of Disagreement is delivered, then the Seller and the Buyer shall, during the 15-day period following such delivery (the “Negotiation Period”), use commercially reasonable efforts to agree on the Final Adjustment Amount. If, during such period, the Seller and the Buyer are unable to reach agreement, they promptly shall engage a nationally recognized certified public accounting firm reasonably acceptable to each such party (the “Independent Auditor”) to resolve the disagreement, and any such resolution shall be final, conclusive and binding upon the parties hereto, absent fraud or manifest error. To the extent the Final Closing Payment as determined by the Independent Auditor is less than the Closing Payment, the Buyer shall be entitled to payment out of the Royalty Consideration in the full amount of such shortfall. To the extent the Final Closing Payment as determined by the Independent Auditor is more than the Closing Payment, the Buyer shall pay to the Seller the full amount of such excess (with such payment being in shares of Buyer Common Stock priced at $1.50 per share) within thirty (30) days of such resolution. (e) Each of the Seller and the Buyer shall pay fifty percent (50%) of the fees and expenses of the Independent Auditor.

  • Purchase Price; Allocation of Purchase Price (a) The purchase price for the Purchased Assets (the “Purchase Price”) is equal to $675,000,000 in cash. The Purchase Price shall be paid as provided in Section 2.07 and shall be subject to adjustment as provided in Section 2.08. Seller shall be treated as receiving a portion of the Purchase Price as agent for any of its Affiliates actually selling, transferring or conveying the Purchased Assets, consistent with the allocation of the Purchase Price pursuant to the Allocation Statement, and Buyer’s payment of the Purchase Price to Seller shall constitute payment by Buyer to any of Seller’s Affiliates actually selling, transferring or conveying the Purchased Assets hereunder. (b) Within 60 days after the Closing, Buyer shall deliver to Seller a statement (the “Allocation Statement”) allocating the Purchase Price (plus Assumed Liabilities and transaction costs, to the extent properly taken into account under Section 1060 of the Code) among the Purchased Assets in accordance with Section 1060 of the Code. If, within five Business Days after delivery of the Allocation Statement, Seller notifies Buyer in writing that Seller objects to the allocation set forth in the Allocation Statement, Buyer and Seller shall use commercially reasonable efforts to resolve such dispute within 20 days. In the event that Buyer and Seller are unable to resolve such dispute within 20 days, Buyer and Seller shall jointly retain KPMG LLP (the “Accounting Referee”) to resolve the disputed items in the manner described in Section 8.10. (c) Each of Buyer and Seller shall (i) be bound by the Allocation Statement, as may be adjusted in accordance with Section 2.06(e), (ii) act in accordance with, and cause its Affiliates to act in accordance with, the Allocation Statement in the preparation, filing and audit of any Tax Return (including filing IRS Form 8594 with its federal Income Tax Return for the taxable year that includes the Closing) and (iii) take no position, and cause its Affiliates to take no position, inconsistent with the allocation reflected on the Allocation Statement on any Tax Return, in any Contest or otherwise, unless required by a Final Determination. (d) In the event that the allocation reflected on the Allocation Statement is disputed by any Taxing Authority, the party receiving notice of the dispute shall promptly notify the other party hereto, and Buyer and Seller shall use their commercially reasonable efforts to defend such allocation in any Tax audit or similar proceeding. (e) If an adjustment is made with respect to the Purchase Price pursuant to Section 2.08, the Allocation Statement shall be adjusted in accordance with Section 1060 of the Code and as mutually agreed by Buyer and Seller. In the event that an agreement is not reached within 20 days after the determination of the Final Closing Working Capital, any disputed items shall be resolved in the manner described in Section 8.10. Buyer and Seller shall file any additional information return required to be filed pursuant to Section 1060 of the Code and to treat the Allocation Statement as adjusted in the manner described in Section 2.06(c). (f) Not later than 30 days prior to the filing of their respective Forms 8594 relating to this transaction, each party shall deliver to the other party a copy of its Form 8594.

  • 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 (a) In consideration for the Shares, at the Closing: (i) the Buyer will pay to the Sellers at Closing an aggregate amount equal to (x) Three Million Dollars ($3,000,000), less (y) the sum of (A) any Extension Fee paid pursuant to the Collaboration Agreement and (B) the amount of any liabilities identified on Exhibit 2.2(a) and any other Company GAAP Liabilities (to the extent not paid by the Company prior to the Closing Date), by wire transfer of immediately available funds to the Sellers (the difference of (x) minus (y), the “Net Closing Payment”); (ii) the Buyer will pay the amount of liabilities specified on Exhibit 2.2(a) to such account or accounts specified by the Company for immediate distribution in payment of the liabilities set forth on Exhibit 2.2(a); provided, however, that in no event shall the amounts payable under this Section 2(a)(ii) exceed an amount equal to Three Million Dollars ($3,000,000) minus the Company GAAP Liabilities that are not specified on Exhibit 2.2(a); and (iii) the then outstanding amount of the [***] Loan shall be reduced to zero, ((i), (ii) and (iii) collectively, the”Closing Consideration”) 5 Confidential material which has been omitted and filed separately with the Securities and Exchange Commission. #32620513 v1 (i) The Buyer shall pay to [***] in his capacity as Seller Representative for further distribution to the Sellers at the Closing, the Net Closing Payment, by wire transfer of immediately available funds to the accounts in the United States specified by [***]6 in writing to the Buyer at least three (3) Business Days prior to the Closing. (c) In the event any Company GAAP Liabilities are identified within two (2) years after Closing that were not deducted from the Net Closing Payment as required by Section 2.2(a), Sellers shall reimburse Buyer for each and every such Company GAAP Liability within five (5) Business Days after receiving the Buyer’s written demand therefor. Subject to Section7.4(d), the foregoing does not limit or modify the indemnification obligations in Article 7.

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