Purchase Price; Prorations. (a) The purchase price payable by Purchaser to Seller for the Sale Assets shall be Two Million Six Hundred Fifty-Three Thousand and 00/100 Dollars ($2,653,000.00) (the "Purchase Price"), payable on the Closing Date by wire transfer of immediately available United States federal funds to the account or accounts designated by Seller. Any wire transfer on the Closing Date shall be made by 11:00 A.M., New York City time, on such date.
(b) Purchaser acknowledges that the Properties are net leased to Lessee pursuant to the Net Lease and that the Basic Rent (as defined in the Net Lease) is paid directly by Lessee to the Lender and applied to debt service due to Lender pursuant to the Note. On the Closing Date, Seller and Purchaser shall prorate net cash flow payments, such that, there shall be an adjustment in favor of Purchaser in an amount equal to (i) the difference between the Basic Rent paid under the Net Lease for the month in which the Closing Date occurs and the debt service paid under the Note for the month immediately preceding the month in which the Closing Date occurs, multiplied by (ii) a fraction, the numerator of which is the number of days from and after the Closing Date through the last day of the month in which the Closing occurs and the denominator of which is the total number of days in the month in which the Closing occurs. It is the intention of the parties to adjust only the net cash flow after payment of debt service. In addition, on the Closing Date, the annual fees payable to Wilmington Trust Company for acting as "Independent Manager" of EFY Owner shall be adjusted as of 11:59 p.m. on the day immediately preceding the Closing Date. There shall be no other prorations or adjustments. Purchaser acknowledges that neither any bank accounts maintained by Equity or EFY Owner nor any funds therein will become the property of, be transferred to, or become under the control of, the Purchaser upon the Closing.
(c) It is understood that Purchaser is purchasing the Sale Assets subject to the obligation of EFY Owner to pay the Note and subject to the obligations of EFY Owner and Equity under the Net Lease, the Note, the Mortgage and all other Property Material Agreements, which obligations shall survive the purchase by Purchaser. Purchaser further acknowledges that the Mortgage requires the consent of Lender for Purchaser to purchase the Sale Assets. Accordingly, Purchaser agrees at its sole cost and expense, to exercise commercially reasonable effor...
Purchase Price; Prorations. (a) All revenues (other than Accounts Receivable being purchased by Buyer hereunder) and all expenses arising from the operations of the Business up until 12:01 a.m. on the Closing Date (the "Adjustment Time"), including, but not limited to, pole rental fees, rental or other charges payable in respect of the Seller Contracts, sales and use taxes payable with respect to cable television service and equipment, which shall not include sales or use taxes arising out of the consummation of the transaction contemplated hereunder, power and utility charges, real and personal property taxes and assessments levied against the Assets, applicable franchise, copyright or other fees, sales and service charges, wages, payroll taxes and payroll expenses (including accrued vacation pay except to the extent a Purchase Price adjustment in Buyer's favor is made under Section 3.3) of employees of Employer who primarily perform services in connection with the operation of the Business who are employed by Buyer as of the Closing, and other prepaid and deferred items shall be prorated between Buyer and Seller as of the Adjustment Time in accordance with GAAP and the principle that Seller shall receive all revenues (other than Accounts Receivable being purchased by Buyer hereunder) and shall be responsible for all expenses, costs and liabilities allocable to the period prior to the Adjustment Time and Buyer shall receive all revenues and shall be responsible for all expenses, costs and liabilities allocable to the period after the Adjustment Time.
(b) The amount of each item of revenue prorated under subsection (a) above, to a party which has not received, and under the terms of this Agreement will not receive, such revenue shall be deemed a charge against the other party. The amount of any item of cost or expense prorated under subsection (a) above to a party which has not paid, and under the terms of this Agreement will not pay, such cost or expense shall be deemed a charge against such party. If the aggregate charges allocated to Seller as set forth in this Section 3.2(b) exceed the aggregate charges allocated to Buyer as set forth in this Sec tion 3.2(b), the Purchase Price shall be decreased by an amount equal to the difference between the aggregate charges allocated to Seller and the aggregate charges allocated to Buyer. If the aggregate charges allocated to Buyer as set forth in this Sec tion 3.2(b) exceed the aggregate charges allocated to Seller as set forth in this Sect...
Purchase Price; Prorations. The purchase price payable by Purchaser to Seller for the Sale Assets shall be $5,125,000 (the “Purchase Price”), payable as follows:
(a) On the Closing Date, the Purchase Price shall be payable by wire transfer of immediately available United States federal funds or other method acceptable to Seller to the account or accounts designated by Seller.
(b) On the Closing Date, Seller and Purchaser shall prorate the base rent paid under the Lease for the month in which the Closing Date occurs, such that there shall be an adjustment in favor of Purchaser in an amount determined by multiplying such base rent for the month in which the Closing occurs by a fraction, the numerator of which is the number of days from and after the Closing Date through the last day of the month in which the Closing occurs and the denominator of which is the total number of days in the month in which the Closing occurs. It is the intention of the parties to adjust only the base rent for the month in which the Closing occurs. Notwithstanding the foregoing, in the event an adjustment for real property taxes is sought by Purchaser due to the fact that current tax bills with respect to the Property had not yet been issued as of Closing Date, the Purchaser shall be entitled to seek an adjustment with respect to any closing proration of real property taxes until thirty (30) days after Purchaser’s receipt of tax bills for the period of time during which the Closing Date occurred.
(c) There shall be no prorations or adjustments of the Purchase Price except as set forth in this Section 2.02.
Purchase Price; Prorations. (a) The purchase price payable by Purchaser to Seller for the Sale Assets shall be Three Million One Hundred Thousand Nine Hundred Ninety-Two and 64/100 Dollars ($3,100,992.64), subject to adjustment as described in clause (ii) (the "Purchase Price"), payable as follows:
(i) Two Hundred Fifty Thousand and 00/100 Dollars ($250,000.00) (such amount, together with any interest earned thereon, being hereafter referred to as the "Deposit") simultaneously with the execution and delivery of this Agreement by check, subject to collection, payable to the order of Proskauer Rose LLP ("Escrow Agent"), to be held by Escrow Agent pursuant to and in accordance with the provisions of Section 4.05 hereof; and
(ii) Two Million Eight Hundred Fifty Thousand Nine Hundred Ninety-Two and 64/100 Dollars ($2,850,992.64), subject to adjustment as hereinafter described, less any interest earned on the Deposit, representing the balance of the Purchase Price, on the Closing Date by wire transfer of immediately available United States federal funds to the account or accounts designated by Seller. Any wire transfer on the Closing Date shall be made by 2:00 P.M., New York City time, on such date. Purchaser acknowledges that, as of August 15, 2002, the existing indebtedness evidenced by the Indenture Note and secured by the Indenture was Forty-Nine Million Six Hundred Fifteen Thousand Eight Hundred Eighty-Two and 29/100 Dollars ($49,615,882.29) and agrees that to the extent any payments are made on such indebtedness between August 15, 2002 and the Closing which shall reduce the unpaid principal amount thereof below the amount set forth in this Section 2.02(a)(ii)y then the amount payable under this Section 2.02(a)(ii) shall be increased by the amount of such payments of principal. It is understood that Purchaser is purchasing the Sale Assets subject to the obligation of Penvest Trust, the Louisiana Trust and the Nevada Partnership to pay the Indenture Note in the aggregate original face amount of Fifty-One Million Nine Hundred Thirty-Four Thousand Four Hundred Eighty-Nine and 63/100 Dollars ($51,934,489.63), and subject to the obligations of Penvest Trust, the Louisiana Trust and the Nevada Partnership, as the case may be, under the Net Lease, the Indenture Note, the Indenture and all other Property Material Agreements, which obligations shall survive the purchase by Purchaser. Seller and Purchaser further agree that if this transaction had been a sale of fee title to the Properties by t...
Purchase Price; Prorations. Except as provided below or in the definition of Pre-Closing Taxes, which shall govern Taxes, the Purchase Price shall be adjusted as of 12:00 A.M. Hollywood, Florida time on the Closing Date (the “Cut-off Time”), based upon a 365 day year, and the net amount of any such adjustment amount, as applicable, shall be added to (if such net amount is in Seller’s favor) or deducted from (if such net amount is in Purchaser’s favor) the Purchase Price. The Purchase Price shall be adjusted as set forth in accordance with the provisions of this Article 11. This Article 11 shall survive the Closing for the Survival Period.
Purchase Price; Prorations. Xxxxxxx Assignee shall pay the Purchase Price as required by the Agreement, subject to the terms and conditions of the Agreement. Subtenant Assignee shall be required to pay and shall pay at Closing the Buyer’s share of the prorations addressed in and allocated pursuant to Section 6.3 and Section 6.5 of the Agreement and shall receive from Seller sums payable to Buyer pursuant to Section 6.3, Section 6.4 and Section 6.5 of the Agreement.
Purchase Price; Prorations. The purchase price payable by Purchaser to Seller for the Sale Assets shall be Four Million Six Hundred Twenty-Four Thousand Six Hundred Eighteen and 79/100 Dollars ($4,624,618.79) (the “Purchase Price”), of which One Million Forty-Four Thousand Nine Hundred Seventy-Six and 79/100 Dollars ($1,044,976.79) shall be cash (the “Cash Portion”) and Three Million Five Hundred Seventy-Nine Thousand Six Hundred Forty-Two and no/100 Dollars ($3,579,642.00) shall be by the assumption of the Loan, payable as follows:
(a) On the Closing Date, the Cash Portion shall be paid by wire transfer of immediately available United States federal funds or other method acceptable to Seller to the account or accounts designated by Seller.
(b) Purchaser acknowledges that the Property is leased to the Lessee pursuant to the Lease and that Lessee pays minimum rent on a monthly basis pursuant thereto. On the Closing Date, Seller and Purchaser shall prorate the minimum rent paid under the Lease for the month in which the Closing Date occurs, such that there shall be an adjustment in favor of Purchaser in an amount determined by multiplying such minimum rent for the month in question by a fraction, the numerator of which is the number of days from and after the Closing Date through the last day of the month in which the Closing occurs and the denominator of which is the total number of days in the month in which the Closing occurs. It is the intention of the parties to adjust only the minimum rent for the month in which the Closing occurs. There shall be no other prorations or adjustments.
Purchase Price; Prorations. Except as provided below or in the definition of Pre-Closing Taxes, which shall govern Taxes, the Purchase Price shall be adjusted as of 11:59 P.M. Houston, Texas time on the day preceding the Closing Date (the “Cut-off Time”), based upon a 365 day year, and the net amount of any such adjustment amount, as applicable, shall be added to (if such net amount is in Seller’s favor) or deducted from (if such net amount is in Purchaser’s favor) the Purchase Price. The Purchase Price shall be adjusted as set forth in accordance with the provisions of this Article 11.
Purchase Price; Prorations. (a) All revenues (other than Accounts Receivable being purchased by Buyer hereunder) and all expenses arising from the operations of the Business up until 11:59 p.m. on the Closing Date (the "Adjustment Time"), including, but not limited to, pole rental fees, rental or other charges payable in respect of the Seller Contracts, sales and use taxes payable with respect to cable television service and equipment, which shall not include sales or use taxes arising out of the consummation of the transaction contemplated hereunder, power and utility charges, real and personal property taxes and assessments levied against the Assets, applicable franchise, copyright or other fees, sales and service charges, wages, payroll taxes and payroll expenses (excluding accrued vacation pay) of employees of Employer who primarily perform services in connection with the operation of the Business as of the Closing 9 Date who are designated by Buyer as Desired Employees pursuant to Section 7.3, and other prepaid and deferred items shall be prorated between Buyer and Seller as of the Adjustment Time in accordance with GAAP and the principle that Seller shall receive all revenues (other than Accounts Receivable being purchased by Buyer hereunder) and shall be responsible for all expenses, costs and liabilities allocable to the period prior to the Adjustment Time and Buyer shall receive all revenues and shall be responsible for all expenses, costs and liabilities allocable to the period after the Adjustment Time.
Purchase Price; Prorations. (a) Section 3.1 of the Agreement is hereby amended by reducing the Base Price to $235,332,000.
(b) Exhibits 3.1, 3.1(A), 3.1(B), and 3.1(C) to the Asset Purchase Agreement are hereby deleted in their entirety and replaced with Exhibits 3.1, 3.1(A), 3.1(B) and 3.1(C) attached hereto as Appendix C.
(c) Section 3.4(a)(iii) of the Agreement is hereby amended by deleting the phrase “(including all payments under the JEC Lease)” and replacing such phrase with the following: “(other than prepaid expenses under the JEC Lease Documents, which to the extent constituting current calendar year prepaid expenses shall be addressed through the computation of the Adjustment Amount in accordance with Exhibit 3.1)”.
(d) The parties hereto acknowledge and agree that Seller shall pay the Closing SO2 Payable Amount as defined in, and in the manner provided for under, the JEC Transfer Agreement, and that Buyer shall be solely responsible for, and shall have all of Seller’s rights with respect to, any additional amounts due or credited with respect to SO2 allowances for the JEC Transferred Interest, whether such difference relates to periods of time prior to or following the Effective Time.
