Sale Purchase Price and Closing Sample Clauses

Sale Purchase Price and Closing. 7 SECTION 2.1. Sale of the Assets..................................................................................7 SECTION 2.2. Purchase Price.....................................................................................10 SECTION 2.3. Deposit ................................................................................................11 SECTION 2.4. The Closing.........................................................................................11
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Sale Purchase Price and Closing. 12 Section 2.1. Sale of Assets 12 Section 2.2. Purchase Price 16 Section 2.3. The Closing 16
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Sale Purchase Price and Closing. 12 Section 2.1. Sale of Assets ...................................................................................................... 12 Section 2.2.
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Sale Purchase Price and Closing. 8 SECTION 2.1. Sale of Asset 8 SECTION 2.2. Purchase Price 10 SECTION 2.3. ▇▇▇▇▇▇▇ Money 11 SECTION 2.4. The Closing 12 ARTICLE III. STUDY PERIOD 12 SECTION 3.1. Study Period 12 SECTION 3.2. Title and Survey 14 SECTION 3.3. Environmental Audit 15 SECTION 3.4. Franchise 15 SECTION 3.5. Buyer Audit Requirements 17 SECTION 3.6. Buyer’s Due Diligence Reports 17 ARTICLE IV. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE SELLER 18 SECTION 4.1. General Seller Representations and Warranties 18 SECTION 4.2. Representations and Warranties of the Seller as to the Asset 20 SECTION 4.3. Covenants of the Seller Prior to Closing 22 SECTION 4.4. Updating 24 ARTICLE V. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE BUYER 25 SECTION 5.1. Formation; Existence 25 SECTION 5.2. Power; Authority 25 SECTION 5.3. No Consents 25 SECTION 5.4. No Conflicts 25 SECTION 5.5. Anti-Terrorism Laws 25 SECTION 5.6. Bankruptcy 26 SECTION 5.7. AS-IS, WHERE-IS 26 ARTICLE VI. CONDITIONS PRECEDENT TO CLOSING 27 SECTION 6.1. Conditions Precedent to the Seller’s Obligations 27 SECTION 6.2. Conditions to the Buyer’s Obligations 29
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Sale Purchase Price and Closing. 5 Section 2.1 Sale of Asset. . . . . . . . . . . . . . . . . . . . . . 5 Section 2.2 ▇▇▇▇▇▇▇ Money. . . . . . . . . . . . . . . . . . . . . . 6 Section 2.3 The Closing . . . . . . . . . . . . . . . . . . . . . . 7 ARTICLE III . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
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Sale Purchase Price and Closing. 10 Section 2.1
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Sale Purchase Price and Closing. 14 SECTION 2.1. Sale of Acquired Interests and Intercompany Loans. 14 SECTION 2.2. Purchase Price 15 SECTION 2.3. The Closing 16 SECTION 2.4. Intercompany Loans 17 ARTICLE III REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER 17 SECTION 3.1. General Seller Representations and Warranties 17 SECTION 3.2. Representations and Warranties of Seller as to the Acquired Entities 21 SECTION 3.3. Covenants of Seller Prior to Closing 26 SECTION 3.4. Tenant Estoppels 32 SECTION 3.5. Ground Lease 33 SECTION 3.6. REIT Status 34 SECTION 3.7. Financing Cooperation. 34 SECTION 3.8. BAR Requirements. 35
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Sale Purchase Price and Closing 
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Related to Sale Purchase Price and Closing

  • Purchase and Sale; Purchase Price (1) Upon and subject to the terms and conditions hereof, GF BVI shall sell the Purchased Essakane BVI Shares and Orogen shall sell the Purchased Manager Shares to the Purchaser, and the Purchaser shall purchase the Purchased Shares and the Intercompany Account, at the Time of Closing free and clear of all Liens. The Manager hereby agrees to the purchase of the Intercompany Account by the Purchaser from Orogen. (2) The aggregate purchase price for the Purchased Shares and the Intercompany Account (the “Purchase Price”) shall be US $200,000,000, plus an additional US $5,000,000 on the basis set out below, at the election of the Purchaser by written notice delivered to the Selling Companies no later than 10 Business Days prior to the earlier of Financial Close and the Gold Fields Outside Date, either: (a) in a combination of cash and Consideration Securities (the “Partial Securities Election”), as follows: (i) US $150,000,000 in cash at Closing less the amount in Section 2.01(2)(ii) below; (ii) US$ 21, 962,845 in cash at Closing as payment for the Intercompany Account; (iii) US $50,000,000, by the issuance at Closing by Resources of the Consideration Securities to GF BVI; and (iv) US $5,000,000, which amount shall be conditional upon and shall be paid by the Purchaser to GF BVI if and when (x) Control of Resources or the Purchaser changes within 12 months from the date of signature of this Agreement, or (y) all or substantially all of the Assets of Essakane BVI are transferred to a Third Party within 12 months from the date of signature of this Agreement; provided, however, that no payment will be required under this Section 2.01(2)(a)(iv) if, between the date of signature of this Agreement and the time of such change of Control or transfer of assets, Resources has completed one or more debt or equity financings, including the Resources Public Offering, whereby Resources has raised aggregate net proceeds of at least US $300,000,000; or (b) in cash (the “Full Cash Election”), as follows: (i) US $200,000,000 in cash at Closing less the amount in Section 2.01(2)(ii)(b)(ii) below; (ii) US$ 21, 962,845 in cash at Closing as payment for the Intercompany Account; and (iii) US $5,000,000, which amount shall be conditional upon and shall be paid by the Purchaser to GF BVI if and when (x) Control of Resources or the Purchaser changes within 12 months from the date of signature of this Agreement, or (y) all or substantially all of the Assets of Essakane BVI are transferred to a Third Party within 12 months from the date of signature of this Agreement; provided, however, that no payment will be required under this Section 2.01(2)(b)(iii) if, between the date of signature of this Agreement and the time of such change of Control or transfer of assets, Resources has completed one or more debt or equity financings, including the Resources Public Offering, whereby Resources has raised aggregate net proceeds of at least US $300,000,000. (3) In the event that the Purchaser does not deliver a written notice in a timely manner in accordance with Section 2.01(2), it shall be deemed to have made the Full Cash Election. (4) The Purchase Price shall be allocated among the Purchased Shares and paid to the Selling Companies as follows: (a) In the event that the Partial Securities Election is made: Purchased Essakane Shares US$ 183,032,844 GF BVI US$ 133,032,844 All Purchased Manager Shares US$ 4,311 Orogen US$ 4,311 Nil Intercompany Account US$ 21,962,845 Orogen US$ 21,962,845 Nil (b) In the event that the Full Cash Election is made: Purchased Essakane Shares US$ 183,032,844 GF BVI US$ 183,032,844 Purchased Manager Shares US$ 4,311 Orogen US$ 4,311 Intercompany Account US$ 21, 962,845 Orogen US$ 21, 962,845 (5) Except as otherwise provided, all payments under this Agreement shall be made by the Party making the payment to the Party receiving the payment by wire transfer in same day funds. A Party wishing to receive payment by wire transfer or to direct payment to another Person shall provide written instructions to the Party making the payment not later than the second Business Day prior to the time that payment is to be made. (6) The Parties will, commencing upon the date of signature of this Agreement, endeavour to agree, by no later than the fifth Business Day (the “Discussion Day”) following the date of signature of this Agreement, the basis upon which the Other Securities Price will be determined, if required for purposes of calculating the Offering Price. In the event that the Parties are, by the end of the Discussion Day, unable to agree upon the basis for calculation of the Other Security Price, they will refer the matter to a mutually agreed Canadian independent investment bank, acting through its equity capital markets group, (the “Expert”), who shall, perform all preparatory work required in their discretion in order to enable them to determine the Other Securities Price within the time periods required in this Section 2.01(6). The Expert shall act as an expert and not as an arbitrator and shall deliver its opinion to the Parties no later than 1 Business Day prior to the date of the Final Prospectus. In preparing its opinion the Expert will consult with the agents or underwriters responsible for the Resources Public Offering. The opinion of the Expert shall be in writing and shall be of a standard and in a form that would permit the opinion to be publicly disclosed if required. The determination of the Expert will be final and binding upon the Parties and will not be subject to appeal, absent manifest error. In the event that the Parties are unable to agree upon the selection of the Expert by the Business Day immediately following the Discussion Day, the Expert shall, upon the request of any Party, be selected by the President of the Prospectors and Developers Association of Canada.

  • Closing Purchase Price (i) As soon as practicable after the execution and delivery of this Agreement by the Contract Parties, but in no event later than five (5) days prior to the Closing Date, the Seller shall cause a consolidated divisional balance sheet for the Companies as at December 31, 1999 to be prepared in accordance with GAAP, applying the accounting policies and methods set forth on Annex III, shall cause such balance sheet to be audited by the Seller's Auditors pursuant to a special audit procedure relating to such balance sheet and shall cause such audited balance sheet to be delivered to the Seller, together with a report of the Seller's Auditors with respect thereto, which report shall be unqualified except to the extent of any customary limitations stated therein in connection with the limited scope of such special audit procedure (such audited balance sheet and auditors' report being referred to herein collectively as the "AUDITED BALANCE SHEET"). The Seller shall cause the Audited Balance Sheet to be delivered to the Buyer within one (1) Business Day after the Seller's receipt thereof. By no later than two (2) Business Days prior to the Closing Date, the Seller shall deliver to the Buyer a statement (which may include accruals for amounts not yet incurred) setting forth the nature and amount of each Pre-Closing Seller Cost (the "PRE-CLOSING SELLER COST STATEMENT"). (ii) At the Closing, the Base Purchase Price shall be adjusted on a dollar-for-dollar basis as follows: (A) if the amount of the Net Assets of the Companies as reflected on the Audited Balance Sheet exceeds the Net Assets Reference Amount, the Base Purchase Price shall be increased by the amount of such excess, and if the Net Assets Reference Amount exceeds the amount of the Net Assets of the Companies as reflected on the Audited Balance Sheet, the Base Purchase Price shall be reduced by the amount of such excess, and (B) the Base Purchase Price as adjusted pursuant to clause (A) above shall be increased by the aggregate amount of the Pre-Closing Seller Costs set forth on the Pre-Closing Seller Cost Statement.

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