Purchase, Sale and Purchase Price Sample Clauses

Purchase, Sale and Purchase Price. In consideration of the covenants herein contained, each Seller hereby agrees to sell, and Buyer hereby agrees to purchase all of such Seller’s undivided interest in the Property at such Seller’s allocable share described on Schedule 1 (the “Allocable Purchase Price”) of the Purchase Price, which shall be paid in Cash deposited with Escrow Holder and the assumption by Buyer of the Loan. Each of Buyer and each Seller shall have the right to allocate the Purchase Price between the portions of the Property that constitute the Project, on the one hand, and the portions of the Property that constitute personal and intangible property, on the other hand as each such party determines in their discretion.
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Purchase, Sale and Purchase Price. Seller hereby agrees to sell, and Buyer hereby agrees to purchase, $_________ worth of Interest (the “Purchased Interest”) for a total purchase price (“Purchase Price”) equal to the Cash portion and the Debt Portion for each one percent (1% ) Interest to be acquired, which shall be allocated $90,651 in cash (for each 1 % ownership interest in the Seller purchased) (the “Cash Portion”) and one percent (1%) of the total Loan debt (for each 1% ownership interest in the Seller purchased)(the “Debt Portion”). The Purchase Price shall include the compensation and fees payable to Seller and its affiliates as set forth in the Memorandum. The Loan debt shall be computed once the Seller has accepted a Loan offered by Lender to the Seller. The Seller anticipates that the Loan debt shall be $10,650,000 representing $106,500 of loan debt per 1% interest.
Sample 1
Purchase, Sale and Purchase Price. In consideration of the covenants herein contained, Seller hereby agrees to sell, and Buyer hereby agrees to purchase, a 53.748% undivided tenancy in common interest in the Property (the “Interest”) at a purchase price (“Purchase Price”) equal to $36,011,160, of which $10,749,600 shall be Cash paid into Escrow and $25,261,560 shall be assumption of the Loan on a joint and several basis (based on a total Purchase Price of $670,000, being $200,000 of equity and $470,000 of assumed debt for each one percent (1%) undivided interest in the Property to be acquired). /s/RH /s/LR Seller’s Initials Buyer’s Initials
Sample 1
Purchase, Sale and Purchase Price. In consideration of the covenants herein contained, the Company hereby agrees to sell, and the REIT hereby agrees to purchase, Membership Interests in the Company (the “REIT’s Interest”) in an amount equal to $693,475.14 (the “Purchase Price”).
Sample 1
Purchase, Sale and Purchase Price. In consideration of the covenants herein contained, Sellers hereby agree to sell, and Buyer hereby agrees to purchase, the percentage interest in the Property of each Seller as such percentage interest is indicated in Exhibit D opposite each Seller’s name (“Buyer’s Interest”) at a purchase price (“Purchase Price”) in an aggregate amount approximately equal to $56,000,000 of which a portion shall be Cash (“Cash Portion”) paid into the escrow created by this Agreement (“Escrow”), or alternatively, if and to the extent a Seller has elected to participate in the Exchange Option, in lieu of the Cash Portion of the Purchase Price as to which any Seller has elected to apply to the Exchange Option, Seller shall receive Units of limited partnership interests. Any remainder of the Purchase Price shall be paid through the assumption of each Seller’s prorata portion of the Loan at the balance of the Loan existing as of the Closing Date.
Sample 1
Purchase, Sale and Purchase Price. In consideration of the covenants herein contained, the Company hereby agrees to sell, and the Buyers hereby agrees to purchase all of the Membership Interests in the Company (the “Membership Interest”) for an amount equal to $510,000 (the “Purchase Price”).
Sample 1

Related to Purchase, Sale and Purchase Price

  • 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.

  • SALE AND PURCHASE OF THE SALE SHARES 2.1 On and subject to the provisions of this Agreement, at Completion the Seller shall sell, and the Purchaser shall purchase, the Sale Shares free and clear from all Encumbrances, together with all rights attaching to them as at Completion, including any right to receive dividends, distributions or any return of capital declared, made or paid with effect from Completion.

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

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

  • Purchase and Sale; Purchase Price (a) Subject to the terms and conditions set forth herein, the Company shall issue and sell and the Purchaser shall purchase an aggregate principal amount of One Million Dollars ($1,000,000) (the "Purchase Price") of the Debentures, of which Five Hundred Thousand Five Hundred Dollars ($500,000) shall be attributable to the Debenture A and Five Hundred Thousand Dollars ($500,000) shall be attributable to the Debenture B. The Debentures shall have the respective rights, preferences and privileges as set forth in the respective Debentures annexed as EXHIBIT A-1 and EXHIBIT A-2.

  • Purchase Price; Purchase and Sale The purchase price for the Mortgage Loans shall be payable by the Company to the Seller on the Closing Date either (i) by appropriate notation of an inter company transfer between affiliates of UBS or (ii) in immediately available Federal funds wired to such bank as may be designated by the Seller. Upon payment of the purchase price by the Company, the Seller shall be deemed to have transferred, assigned, set over and otherwise conveyed to the Company all the right, title and interest of the Seller in and to the Mortgage Loans as of the Cut-Off Date, including all interest and principal due on the Mortgage Loans after the Cut-Off Date (including scheduled payments of principal and interest due after the Cut-Off Date but received by the Seller on or before the Cut-Off Date, but not including payments of principal and interest due on the Mortgage Loans on or before the Cut-Off Date), together with all of the Seller’s right, title and interest in and to the proceeds of any related title, hazard, primary mortgage or other insurance policies together with all rights with respect to the related Mortgage Loans, and only with respect to the Mortgage Loans, under each of the Servicing Agreements (other than those rights under the Servicing Agreements that do not relate to servicing of the Mortgage Loans (including, without limitation, the representations and warranties made by each Servicer (in its capacity as loan seller to the Transferor) and the document delivery requirements of such Servicer and the remedies (including indemnification) available for breaches thereto), which rights were retained by the Transferor pursuant to the Assignment Agreements). The Company hereby directs the Seller, and the Seller hereby agrees, to deliver to the Master Servicer all documents, instruments and agreements required to be delivered by the Company to the Master Servicer under the Pooling and Servicing Agreement and such other documents, instruments and agreements as the Company or the Trustee shall reasonably request. The Seller shall use its reasonable best efforts to cause each Servicer to enter into the related Assignment Agreement in form and substance satisfactory to the Seller and the Company in order to effectuate the assignment to the Company of the Servicing Agreements with respect to the Mortgage Loans.

  • Asset Purchase Price (a) All Assets and assets of the Failed Bank subject to an option to purchase by the Assuming Institution shall be purchased for the amount, or the amount resulting from the method specified for determining the amount, as specified on Schedule 3.2, except as otherwise may be provided herein. Any Asset, asset of the Failed Bank subject to an option to purchase or other asset purchased for which no purchase price is specified on Schedule 3.2 or otherwise herein shall be purchased at its Book Value. Loans or other assets charged off the Accounting Records of the Failed Bank before the Bid Valuation Date shall be purchased at a price of zero.

  • Post-Closing Purchase Price Adjustment (a) As soon as practicable, but no later than forty-five (45) calendar days after the Closing Date, Buyer shall cause to be prepared and delivered to Griffon a single statement (the “Closing Statement”) setting forth Buyer’s calculation of (i) the Net Working Capital, (ii) based on such Net Working Capital amount, the Net Working Capital Adjustment, (iii) the Closing Date Funded Indebtedness, (iv) the Closing Date Cash, (v) the Transaction Related Expenses and the components thereof in reasonable detail. Buyer’s calculation of the Net Working Capital, the Net Working Capital Adjustment, the Closing Date Funded Indebtedness, the Closing Date Cash and the Transaction Related Expenses set forth in the Closing Statement shall be prepared and calculated in good faith, and in the manner and on a basis consistent with the terms of this Agreement and the Accounting Principles (in the case of Net Working Capital) and the definitions thereof, and in the case of Net Working Capital shall also be in the same form and include the same line items as the Estimated Net Working Capital calculation, and shall otherwise (x) not include any changes in assets or liabilities as a result of purchase accounting adjustments or other changes arising from or resulting as a consequence of the transactions contemplated hereby, (y) be based on facts and circumstances as they exist as of the Closing and (z) exclude the effect of any decision or event occurring on or after the Closing. In furtherance of the foregoing, Buyer acknowledges and agrees that the Accounting Principles are not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies. If the Closing Statement is not so timely delivered by Buyer for any reason, then the Estimated Closing Statement shall be considered for all purposes of this Agreement as the Closing Statement, from which the Seller will have all of its rights under this Section 2.7 with respect thereto, including the right to dispute the calculations set forth in the Estimated Closing Statement in accordance with the procedures set forth in Section 2.7(b) and Section 2.7(c) mutatis mutandis.

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