Use of Purchase Price Proceeds Sample Clauses

Use of Purchase Price Proceeds. The proceeds from each instalment of the First Option Purchase Price and the Second Option Purchase Price will be used by Seabridge to fund Development of the Project on the Subject Properties.
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Use of Purchase Price Proceeds. Each of the Parent and the Vendor covenants and agrees that the Purchase Price is intended to be used to finance the Parent’s obligations for the financing, construction, development, working capital and operation of the Boleo Project.
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Use of Purchase Price Proceeds. The parties agree that the proceeds from payment of the Purchase Price shall be used by Seller to immediately repay obligations of Seller under that certain Fifth Amended and Restated Promissory Note dated March 29, 2011, as modified to date, made by Seller in favor of Behringer Harvard Holdings, LLC, an affiliate of Purchaser.
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Use of Purchase Price Proceeds. Seller and Shareholder shall use the Purchase Price received at Closing and otherwise to pay all material liabilities of Seller. The parties agree that the proceeds to be received by Seller at Closing shall be disbursed directly as set forth in Exhibit 2.8.
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Use of Purchase Price Proceeds. Seller and Shareholder agree that the Escrowed Funds may be released from escrow during the one hundred twenty (120) days after the Closing Date with such released amount being used to pay any unpaid payroll, income and sales Taxes of the Seller and any specific claims asserted in writing prior to the one hundred twentieth day to the effect that the claimant has title to, or asserts an interest in, any of the Acquired Assets for which Buyer has no responsibility (the "ESCROWED LIABILITIES"), that exists during the one hundred twenty (120) days after the Closing Date. Seller and Shareholder agree that the remaining surplus Escrowed Funds shall be released from escrow to Seller, for use as the Seller determines in its sole discretion, on the day that is one hundred twenty (120) days after the Closing Date with such released amount being equal to the amount Buyer reasonably estimates the remaining Escrowed Funds to exceed the aggregate amount of any remaining Escrowed Liabilities that exists on the day that is one hundred twenty (120) days after the Closing Date. The amount of the Escrowed Funds equal to the aggregate amount of Escrowed Liabilities on the day that is one hundred twenty (120) days after the Closing Date shall remain in escrow after such date pursuant to the terms of the Escrow Agreement. Seller and Shareholder further agree to reserve and use the cash payment made pursuant to Section 3.2(A), to pay any amounts set forth on the SCHEDULE 3.4 (the "SELLER'S DIRECTED PAYMENTS") and, if needed, in addition to the Escrowed Funds described in Section 3.2(B), to pay any Escrowed Liabilities, with the order of any such payments being unpaid payroll, income and sales Taxes of the Seller and any specific claims asserted in writing to the effect that the claimant has title to, or asserts an interest in, any of the Acquired Assets for which Buyer has no responsibility, prior to the payment of any intercompany payables.
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Use of Purchase Price Proceeds. The Purchase Price actually payable to TOG under Section 2.2 shall be reduced by a sum equal to the total liabilities (including contingent liabilities) as reflected in the Financial Statements of the Acquired Companies. The proceeds of such reduction shall be allocated by Cheniere, on behalf of TOG, to reduce all liabilities of the Acquired Companies or to establish appropriate reserves for contingent liabilities in the account(s) of the Acquired Companies, so that as soon as practicable after the Closing, Cheniere, on behalf of TOG, shall pay, cancel or reserve (as applicable) those liabilities set forth in the Financial Statements of the Acquired Companies and as more specifically set forth on Schedule 2.3.
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Use of Purchase Price Proceeds. Seller and Affiliates shall have made preparations for, and shall provide Buyer with evidence satisfactory thereof, application of the Adjusted Cash Portion of the Purchase Price for payment and satisfaction in full of the mortgage held by InterBay Funding, LLC on the Real Property and to utilize the balance thereof as a payment toward satisfaction of the Seller's indebtedness to CapitalSource Finance LLC.
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Use of Purchase Price Proceeds. The proceeds of the Purchase Price shall be used by the Company for the purposes set forth on Schedule 2.1 attached hereto.
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Use of Purchase Price Proceeds. The proceeds from the Purchase Price shall be used by the Company for the following purposes: Project Demonstration and Thermal™ Gasifier Demonstration Unit $3,500,000 (for approximately 24 months) Project Seed Funds $1,600,000 Working Capital and Corporate Operations $2,400,000 (for approximately 24 months) Total $7,500,000 The allocations set forth above are estimates. The purchase price funds may be reallocated by the officers of the Company and/or the Board of Directors with the consent of the Joint Venture which shall not unreasonably be withheld, if the officers or of the Company or Board of Directors determine that it is in the best interest of the Company and its stockholders to reallocate the funds among the above categories, or to use the funds for different purposes. The Company shall be permitted to draw down the Purchase Price held in escrow according to the following schedule and conditions: Working Capital and Corporate Operations The Company continues to demonstrate technical, operational, and financial viability. Immediate upon Closing then Quarterly (on first day of Quarter) $300,000 per Quarter for approximately 8 Quarters. Project Seed Funds Lead Revenue Project (Development costs, preliminary engineering, permitting legal, etc.) Closing Immediate upon Closing $800,000 Follow-on Revenue Project (Development costs, preliminary engineering, permitting, legal, etc.) Successful negotiation and signing of Lead Revenue Project contract. 14 days after Closing of Lead Revenue Project $800,000 Nxxxxxxxx Gasifier™ Demonstration Project MFG-80 Gasifier Engineering and Fabrication Design Closing Immediate upon Closing $915,000 Site preparation, engineering, construction and permitting Successful completion of Thermal Gasifier 60% design review 14 days after design review $500,000 Fabrication and installation contracts Successful completion of Thermal Gasifier 90% design review and permitting 14 days after design review $575,000 Startup, handover operations & maintenance for 1 year Thermal Gasifier 100% design, fabrication and construction commencement 14 days after fabrication and construction commencement $1,510,000 Total $7,500,000
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Related to Use of Purchase Price Proceeds

  • USE OF PURCHASE PRICE At time of settlement, funds of the purchase price may be used to pay taxes and other liens and to acquire outstanding interests, if any, of others.

  • Allocation of Purchase Price (i) The sum of the Purchase Price and the amount of the Assumed Liabilities (to the extent properly taken into account under the Code) shall be allocated among Sellers and (ii) the amount allocated to the Acquired Assets sold by each such Seller shall be further allocated among such Acquired Assets in accordance with Section 1060 of the Code and the Treasury Regulations promulgated thereunder (the “Allocation”). The Allocation shall be delivered by Buyer to Sellers within one hundred and twenty (120) days after the Closing. Sellers’ Representative, on behalf of Sellers, will have the right to raise reasonable objections to the Allocation within thirty (30) days after Buyer’s delivery thereof, in which event Buyer and Sellers’ Representative will negotiate in good faith to resolve such dispute. If Buyer and Sellers’ Representative cannot resolve such dispute within fifteen (15) Business Days after Sellers’ Representative notify Buyer of such objections, such dispute with respect to the Allocation shall be resolved promptly by the Neutral Accountant, the costs of which shall be shared in equal amounts by Buyer, on the one hand, and Sellers, on the other hand. The decision of the Neutral Accountant in respect of the Allocation shall be final and binding upon Buyer and Sellers. Buyer and Sellers shall file all Tax Returns (including, but not limited to, Internal Revenue Service Form 8594) consistent with the Allocation absent a change in Law; provided, however, that nothing contained herein shall prevent Buyer or any Seller from settling any proposed deficiency or adjustment by any Tax Authority based upon or arising out of the Allocation, and neither Buyer nor any Seller shall be required to litigate before any court any proposed deficiency or adjustment by any Tax Authority challenging such Allocation. Buyer and any applicable Seller shall promptly notify and provide the other with reasonable assistance in the event of an examination, audit, or other proceeding relating to Taxes regarding the Allocation of the Purchase Price and the amount of the Assumed Liabilities pursuant to this Section 3.4. Notwithstanding any other provisions of this Agreement, the foregoing agreement shall survive the Closing Date without limitation.

  • Balance of Purchase Price The balance of the Purchase Price shall be paid in cash or by certified funds at the Closing (as defined below).

  • Purchase Price; Allocation of Purchase Price (a) The purchase price for the Purchased Assets (the “Purchase Price”) is equal to $675,000,000 in cash. The Purchase Price shall be paid as provided in Section 2.07 and shall be subject to adjustment as provided in Section 2.08. Seller shall be treated as receiving a portion of the Purchase Price as agent for any of its Affiliates actually selling, transferring or conveying the Purchased Assets, consistent with the allocation of the Purchase Price pursuant to the Allocation Statement, and Buyer’s payment of the Purchase Price to Seller shall constitute payment by Buyer to any of Seller’s Affiliates actually selling, transferring or conveying the Purchased Assets hereunder. (b) Within 60 days after the Closing, Buyer shall deliver to Seller a statement (the “Allocation Statement”) allocating the Purchase Price (plus Assumed Liabilities and transaction costs, to the extent properly taken into account under Section 1060 of the Code) among the Purchased Assets in accordance with Section 1060 of the Code. If, within five Business Days after delivery of the Allocation Statement, Seller notifies Buyer in writing that Seller objects to the allocation set forth in the Allocation Statement, Buyer and Seller shall use commercially reasonable efforts to resolve such dispute within 20 days. In the event that Buyer and Seller are unable to resolve such dispute within 20 days, Buyer and Seller shall jointly retain KPMG LLP (the “Accounting Referee”) to resolve the disputed items in the manner described in Section 8.10. (c) Each of Buyer and Seller shall (i) be bound by the Allocation Statement, as may be adjusted in accordance with Section 2.06(e), (ii) act in accordance with, and cause its Affiliates to act in accordance with, the Allocation Statement in the preparation, filing and audit of any Tax Return (including filing IRS Form 8594 with its federal Income Tax Return for the taxable year that includes the Closing) and (iii) take no position, and cause its Affiliates to take no position, inconsistent with the allocation reflected on the Allocation Statement on any Tax Return, in any Contest or otherwise, unless required by a Final Determination. (d) In the event that the allocation reflected on the Allocation Statement is disputed by any Taxing Authority, the party receiving notice of the dispute shall promptly notify the other party hereto, and Buyer and Seller shall use their commercially reasonable efforts to defend such allocation in any Tax audit or similar proceeding. (e) If an adjustment is made with respect to the Purchase Price pursuant to Section 2.08, the Allocation Statement shall be adjusted in accordance with Section 1060 of the Code and as mutually agreed by Buyer and Seller. In the event that an agreement is not reached within 20 days after the determination of the Final Closing Working Capital, any disputed items shall be resolved in the manner described in Section 8.10. Buyer and Seller shall file any additional information return required to be filed pursuant to Section 1060 of the Code and to treat the Allocation Statement as adjusted in the manner described in Section 2.06(c). (f) Not later than 30 days prior to the filing of their respective Forms 8594 relating to this transaction, each party shall deliver to the other party a copy of its Form 8594.

  • Calculation of Purchase Price The bank’s ownership interest in a security will be quantified one of two ways: (i) number of shares or other units, as applicable (in the case of equity securities) or (ii) par value or notational amount, as applicable (in the case of non-equity securities). As a result, the purchase price (except where determined pursuant to clause (ii) of the preceding paragraph) shall be calculated one of two ways, depending on whether or not the security is an equity security: (i) the purchase price for an equity security shall be calculated by multiplying the number of shares or other units by the applicable market price per unit; and (ii) the purchase price for a non-equity security shall be an amount equal to the applicable market price (expressed as a decimal), multiplied by the par value for such security (based on the payment factor most recently widely available). The purchase price also shall include accrued interest as calculated below (see Calculation of Accrued Interest), except to the extent the parties may otherwise expressly agree, pursuant to clause (ii) of the preceding paragraph. If the factor used to determine the par value of any security for purposes of calculating the purchase price, is not for the period in which the Bank Closing Date occurs, then the purchase price for that security shall be subject to adjustment post-closing based on a “cancel and correct” procedure. Under this procedure, after such current factor becomes publicly available, the Receiver will recalculate the purchase price utilizing the current factor and related interest rate, and will notify the Assuming Institution of any difference and of the applicable amount due from one party to the other. Such amount will then be paid as part of the settlement process pursuant to Article VIII.

  • Payment of Purchase Price The Purchase Price shall be paid as follows:

  • Purchase Price Payments (a) On each Payment Date, on the terms and subject to the conditions of this Agreement, the Initial Purchaser shall pay to KBK the Purchase Price for the Receivables and Related Assets to be purchased on such day by (i) making a cash payment to or at the direction of KBK to the extent that the Initial Purchaser has cash available to make such payment pursuant to SECTION 3.3, and (ii) automatically increasing the principal amount outstanding under the Purchaser Note issued to KBK by the amount of the excess, if any, of the Purchase Price to be paid to KBK for such Receivables and Related Assets OVER the amount of any payment made on such day pursuant to CLAUSE (I) next above. (b) On each Payment Date, the Initial Purchaser shall reduce the Purchase Price payable to KBK for the Receivables and Related Assets that the Initial Purchaser is to purchase on such day by an amount (the "PURCHASE PRICE ADJUSTMENTS") equal to the difference between (i) the sum of (A) the Dilution Adjustment (as defined in SECTION 3.5(B)), if any, for the immediately preceding Business Day, PLUS (B) the Noncomplying Receivables Adjustment (as defined in SECTION 3.5(A)), if any, for the immediately preceding Business Day, MINUS (ii) the amount of any payments that the Initial Purchaser shall have received on the immediately preceding Business Day on account of Collections due with respect to Noncomplying Receivables that have been included in an Purchase Price Adjustment previously deducted or paid in accordance with this SECTION 3.1. (c) If the Purchase Price Adjustments on any Payment Date exceed the Purchase Price payable by the Initial Purchaser to KBK on such day, then the principal amount of the Purchaser Note shall be automatically reduced by the amount of such excess; PROVIDED, that if the Purchaser Note has been reduced to zero, then KBK shall pay to the Initial Purchaser in cash the amount of such Purchase Price Adjustments on the next succeeding Business Day; and PROVIDED FURTHER, HOWEVER, that at any time (y) when a Liquidation Event or Unmatured Liquidation Event exists or (z) on or after the Purchase Termination Date, the amount of any such credit shall be paid by KBK to the Initial Purchaser by deposit in immediately available funds into the Collection Account for application by Servicer to the same extent as if Collections of the applicable Receivable in such amount had actually been received on such date.

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

  • Adjustment of Purchase Price (a) On or before 12:00 noon, Eastern time, on the thirtieth (30th) calendar day following the Closing Date, Seller shall deliver to Purchaser the Final Closing Statement and shall make available the work papers, schedules and other supporting data used by Seller to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts set forth in the Final Closing Statement. (b) The determination of the Adjusted Payment Amount shall be final and binding on the parties hereto on the thirtieth (30th) calendar day after receipt by Purchaser of the Final Closing Statement, unless Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The fees of any such accounting firm shall be divided equally between Seller and Purchaser. (c) On or before 12:00 noon, Eastern time, on the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, the date of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing payment.

  • Delivery of Purchase Price The Purchase Price for the Securities shall have been delivered to the Company on the Closing Date.

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