Seller Purchase Price Sample Clauses

Seller Purchase Price. (a) The aggregate purchase price of the Purchased Shares is the Seller Purchase Price. (b) [RESERVED]. (c) [RESERVED]. (d) [RESERVED]. (e) Each Purchaser shall pay its Pro Rata Share of the Seller Purchase Price in New Israeli Shekels, and shall, from any consideration payable hereunder by the Purchasers, only withhold or deduct any taxes under Israeli law as provided in the valid withholding tax certificate provided by the Seller or the Company, as applicable, to the Purchasers not less than three (3) Business Days prior to the Closing Date (the “Withholding Tax Certificate”); provided, however, that (i) such Withholding Tax Certificate will be in a form reasonably acceptable to Purchaser A, and (ii) if the Withholding Tax Certificate shall not have been provided, expired or ceased to be valid for any other reason, prior to the Closing, then the Purchasers shall deduct and withhold taxes from any such consideration payable by the Purchasers to the Seller hereunder as required by applicable Legal Requirements, unless and to the extent the Seller or the Company, as applicable, provides the Purchasers with a valid certificate issued by the Israel Tax Authority, at least three (3) Business Days prior to the applicable payment date, exempting the Purchasers from withholding tax from payments made under this Agreement or setting a lower withholding tax rate (in which case the Purchasers shall deduct and withhold an amount in accordance therewith). All amounts so deducted and withheld by the Purchasers shall be treated for all purposes of this Agreement as having been paid to the applicable payee.
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Seller Purchase Price. In consideration of the sale of the Seller Property, Buyers agree to pay Sellers, subject to adjustment pursuant to Section 2.4, the sum of: (a) the Adjusted Book Value as of June 30, 1998 of the Seller Finished Lots as set forth on the Schedule of Net Assets (as defined in Section 5.1(f)), plus all amounts expended by Sellers on the development or construction or otherwise for the benefit of the Seller Finished Lots from and after July 1, 1998 to the Closing Date (including, for the period from July 1, 1998 through the Closing Date, (i) sales and marketing, interest, tax and warranty expense, (ii) a 5.4% S,G&A overhead allocation based on revenues, and (iii) a 2.25% allocation of indirect construction costs based on revenues), minus all amounts paid or to be paid to Sellers from and after July 1, 1998 in connection with the sale of any of the Seller Finished Lots; plus (b) Sellers' good faith estimate of the All-in Finished Lot Cost of the Seller Unfinished Lots (plus interest from July 1, 1998 through the Closing Date); plus (c) $100,000 representing the agreed value for the Assets listed on Schedule 1.1(g); plus (d) The Adjusted Book Value as of June 30, 1998 of the claims and credits referenced in Section 1.1(q) as set forth on the Schedule of Net Assets; plus (e) $203,333 representing that portion of the stay-on bonus obligations of Sellers to Xxxxx Xxxx under the Stay-on Bonus Program paid to date; plus (f) all amounts advanced by Sellers or Xxxx (other than amounts previously reimbursed) in connection with the acquisition by Sellers of the Rights to Acquire Property, including any amounts advanced by Sellers or Xxxx to purchase properties prior to the Closing pursuant to the terms of the Rights to Acquire Property; plus (g) $12,000,000 in cash; minus (h) Buyers' good faith estimate of the Cost to Complete the Retained Lots.
Sample 1
Seller Purchase Price. (a) Subject to the conditions contained herein, the purchase price (the “Purchase Price”) for the Assets shall be the number of shares of $0.001 par value common stock of WCUI (“WCUI Shares”) equal to $250,000.00 in value as determined on the basis of the average closing price of WCUI Shares for the five (5) day period ending with the Closing Date, to be issued to Seller’s existing shareholders on a proportionate basis equal to the ratio that each shareholder’s shares in Seller bear to all issued and outstanding shares in Seller, as determined by and as set forth in the schedule from Nominee attached hereto as Exhibit 2.4 (a)(i), and 90,505 five-year warrants, in the form of the copy attached as part of Exhibit 2.4(a)(ii) (“Warrants”), for up to 90,505 WCUI Shares, as determined by and set forth in the schedule from Nominee attached hereto as Exhibit 2.4(a)(iii), such WCUI Shares and Warrants to be issued upon Buyer’s receipt of all of Seller’s Closing Deliveries. (b) In addition to the portion of the Purchase Price described in Section 2.4 (a), for the period commencing with the Closing Date and continuing through the third anniversary of the Closing Date or the date upon which aggregate, cumulative royalties paid hereunder equal $250,000, whichever first occurs (“Royalty Period”), Buyer shall pay to Seller an annual royalty equal to 5% of Net Revenues collected by Buyer and arising from or relating to the sale or use of authentication and encryption products and services included in the Business, as such products may be enhanced and further developed by Buyer during each of the three (3) years during the Royalty Period and payable within ninety (90) days following the end of each year during the Royalty Period all in accordance with the terms of the Royalty Agreement attached hereto as Exhibit 2.4(b). “
Sample 1
Seller Purchase Price. (a) The aggregate purchase price of the Purchased Shares is the Seller Purchase Price. (b) [RESERVED]. (c) [RESERVED]. (d) [RESERVED].
Sample 1
Seller Purchase Price. As full consideration of the Bor Assets --------------------- owned by Seller, the Bor Leases, the Bor Leased Equipment, the Inventory owned by Seller and the Customer Records, Buyer shall pay to Seller a purchase price of Four Hundred Fifty Seven Thousand Nine Hundred Nine Deutsche Marks (DM 457,909) (the "Seller Purchase Price").
Sample 1

Related to Seller Purchase Price

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

  • 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.

  • 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.

  • Receivables Purchase Price On the Closing Date, the Purchaser shall deliver to the Seller the Receivables Purchase Price, as provided in Section 2.1(b).

  • 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.

  • Purchase and Sale; Purchase Price 2.1 Subject to the terms and conditions herein contained, Seller agrees to sell to Purchaser, and Purchaser agrees to purchase from Seller the Property herein described. The total purchase price for the Property shall be the sum of Seven Million Nine Hundred Thirty Six Thousand Five Hundred Eight and 00/100 Dollars ($7,936,508.00) (the “Purchase Price”). 2.2 The Purchase Price, less the Deposit (as hereinafter defined), shall be paid to Seller at the Closing, plus or minus prorations and other adjustments hereunder, by federal wire transfer of immediately available funds. 2.3 Within two (2) business days following the Effective Date, Purchaser shall deposit with First American Title Insurance Company, Attn.: Xxxxxx Xxxxxxx, 000 Xxxxxxxxxx Xxxxx Xxxxxxx, Xxxxx 000, Xxxxxxxxxx Xxxxx, Xxxxxxxx 00000 ( “Escrow Agent”), in escrow, an xxxxxxx money deposit in the amount of Two Hundred Fifty Thousand and 00/100 Dollars ($250,000.00) (the “Initial Deposit”), pursuant to wire instructions to be supplied by Escrow Agent (the “Escrow Wire Instructions”). Provided this Agreement remains in full force and effect, prior to the expiration of the Inspection Period, Purchaser shall deliver an additional deposit of Two Hundred Fifty Thousand and NO/100 ($250,000.00) (the “Second Deposit”, and together with the Initial Deposit, the “Deposit”) into escrow with Escrow Agent pursuant to the Escrow Wire Instructions. The Deposit shall be held in escrow by Escrow Agent pending the Closing. At the Closing, the Deposit shall be applied against the Purchase Price, or, if this transaction is not consummated, delivered to Seller or Purchaser (as the case may be), in accordance with the terms hereof. The parties agree that the liability of Escrow Agent to the parties hereto shall be only as expressed in this Agreement. It is specifically agreed that Escrow Agent shall not be liable for any mistake or error of judgment in the discharge of its functions as Escrow Agent hereunder, but shall be liable only for bad faith or negligence. In the event that there shall be any action or legal proceedings involved or arising out of this Agreement, to which action or legal proceeding Escrow Agent is or may be a party, Escrow Agent shall be entitled, at any time, in its sole discretion, to pay the Deposit, or any portion thereof, into court, and, upon so doing, it shall be relieved of any further responsibility or liability as to the Deposit. At Purchaser’s election and expense, the Deposit shall be invested by Escrow Agent in an interest bearing account, and the interest shall be deemed to constitute part of the Deposit.

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

  • Additional Purchase Price The purchase price for the Additional Shares (the "Additional Purchase Price") shall be an amount equal to (i) the difference between (1) the aggregate proceeds to Purchaser from the sale of the Optional Securities and (2) the aggregate cost to Purchaser, as notified by Purchaser to Seller at the Second Time of Delivery, of the Additional STRIPS, multiplied by (ii) a fraction, the numerator of which is the Firm Share Base Amount and the denominator of which is the number of Firm Securities.

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

  • Base Purchase Price Buyer agrees to pay for the Assets the total sum of Thirty Million and No/100 Dollars ($30,000,000.00) (“Base Purchase Price”) to be paid by direct bank deposit or wire transfer in same day funds at the Closing, subject only to the price adjustments set forth in this Agreement.

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