PURCHASE PRICE & PAYMENT The total Purchase Price for the Property is the amount of the successful bid for the parcel at public auction.
Purchase Price Allocation Not later than thirty (30) Business Days after the final determination of Purchase Price pursuant to Section 2.06(b), Parent shall prepare and deliver to the Sellers an allocation schedule setting forth Parent’s determination of the allocation of the Merger Consideration and assumed (or deemed assumed) obligations to the extent properly taken into account under the Code among the assets of the Acquired Companies that complies with Section 755 of the Code and the Treasury regulations promulgated thereunder (the “Allocation”). The Sellers and Parent shall work in good faith to resolve any disputes relating to the Allocation within 30 days. If the Sellers and Parent are unable to resolve any such dispute, such dispute shall be resolved promptly by the Independent Accountants, the costs of which shall be borne equally by the Sellers, on the one hand, and Parent, on the other hand. The Sellers and Parent shall use commercially reasonable efforts to update the Allocation in a manner consistent with Section 755 of the Code following any adjustment to the allocable Purchase Price or any other amounts constituting consideration for federal Income Tax purposes pursuant to this Agreement. The Sellers and Parent shall, and shall cause their Affiliates to, report consistently with the Allocation in all Tax Returns, and none of the Parties shall take any position in any Tax Return that is inconsistent with the Allocation, as adjusted, in each case, unless required to do so by a final determination as defined in Section 1313 of the Code or with the consent of the other Parties, which shall not be unreasonably withheld, conditioned or delayed. Each of the Sellers and Parent agrees to promptly advise each other regarding the existence of any Tax audit, controversy or litigation related to the Allocation; provided, that nothing in this Section 6.03 shall require any of the Parties to litigate before any court any proposed deficiency or adjustment by any Taxing Authority challenging the Allocation.
Purchase Price The Purchase Price for each Mortgage Loan shall be the percentage of par as stated in the related Purchase Price and Terms Agreement (subject to adjustment as provided therein), multiplied by the aggregate principal balance, as of the related Cut-off Date, of the Mortgage Loans listed on the related Mortgage Loan Schedule, after application of scheduled payments of principal due on or before the related Cut-off Date, but only to the extent such payments were actually received. The initial principal amount of the related Mortgage Loans shall be the aggregate principal balance of the Mortgage Loans, so computed as of the related Cut-off Date. If so provided in the related Purchase Price and Terms Agreement, portions of the Mortgage Loans shall be priced separately. In addition to the Purchase Price as described above, the Purchaser shall pay to the Seller, at closing, accrued interest on the current principal amount of the related Mortgage Loans as of the related Cut-off Date at the weighted average Mortgage Interest Rate of those Mortgage Loans. The Purchase Price plus accrued interest as set forth in the preceding paragraph shall be paid to the Seller by wire transfer of immediately available funds to an account designated by the Seller in writing.
Purchase Price; Deposit (a) The purchase price for the Property is AND 00/100 DOLLARS ($ ) (the “Purchase Price”), payable as follows:
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’).
