Closing and Payment of Purchase Price Clause Samples
The "Closing and Payment of Purchase Price" clause defines the procedures and timing for finalizing a transaction and transferring the agreed-upon payment from the buyer to the seller. Typically, this clause outlines when and where the closing will occur, the method of payment, and any conditions that must be satisfied before funds are exchanged, such as delivery of documents or completion of inspections. Its core function is to ensure both parties understand the exact process for completing the sale, thereby reducing the risk of misunderstandings or disputes regarding payment and transfer of ownership.
Closing and Payment of Purchase Price. The Closing must occur on the Closing Date and, at Seller’s option, will be conducted electronically, by Electronic Transfer, or in person at a place designated by Seller. ▇▇▇▇▇ agrees to pay to Seller at the Closing, by wire transfer of immediately available funds, the amount of the Purchase Price less the ▇▇▇▇▇▇▇ Money Deposit previously paid by ▇▇▇▇▇. Wire transfers must be made to Seller’s account in accordance with such instructions as Seller provides to Buyer in writing on or prior to the Closing Date.
Closing and Payment of Purchase Price. 6.1 At the closing of any purchase by the Corporation pursuant to this Agreement, the Shareholder shall deliver:
(a) Certificates representing the Shares which are being purchased and sold pursuant to this Agreement, endorsed in blank; and
(b) All documents which counsel for the Corporation shall reasonably deem necessary or advisable in order to accomplish a complete Transfer of the Shares to the Corporation;
6.2 Payment of the total purchase price due to the Shareholder, in any sale made to the Corporation pursuant to Section 4.2(e) of this Agreement, shall be made as follows:
(a) If the Corporation has assigned its right to purchase the Shares to any third party as permitted by this Agreement, said third party shall pay at the closing, an amount equal to the total purchase price as determined by Section 5 of this Agreement;
(b) If the Corporation has not assigned its right to purchase the Shares to a third party, then the Corporation shall pay at closing such amounts as it is able to pay, subject to the following conditions precedent:
(i) The Corporation must have cash on hand to enable it to make a payment to the Shareholder without adversely impairing the Corporation’s and PROFORMANCE INSURANCE COMPANY’S ability to operate safely and efficiently pursuant to the regulations of the New Jersey Department of Banking and Insurance;
(ii) Any disbursements made by the Corporation or PROFORMANCE INSURANCE COMPANY for the purpose of making any payment to the Shareholder shall not cause the capital and surplus of PROFORMANCE INSURANCE COMPANY to become “impaired” as defined by N.J.S.A. 17B:32-1(a) and any other applicable New Jersey law or regulation as amended from time to time; and
(iii) If required by law, the New Jersey Department of Banking and Insurance must approve of the payment in writing.
(c) The Corporation promises to pay interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance thereof at the rate of 25 bps over the LIBOR (London Interbank Offered Rate) rate of interest publicly announced semi-annually from the date the initial purchase price becomes due, payable semiannually, on the 1st day of the month beginning six months following the date the balance first becomes due. Payment of principal and interest on any amounts due are to be made in lawful money of the United States of America at Community Bank of New Jersey. Any payment of principal and interest to the Shareholder after closing shall be subject...
Closing and Payment of Purchase Price. 6.1. At the closing of any purchase and sale pursuant to this Agreement, the Shareholder shall deliver:
(a) Certificates representing the Shares which are being purchased and sold pursuant to this Agreement, endorsed in blank;
(b) All documents which the Corporation's counsel shall reasonably deem necessary or advisable in order to accomplish a complete Transfer of the Shares to the Corporation;
(c) If applicable, the written resignation of the Shareholder as an officer, director and employee of the Corporation and/or its affiliates; and
(d) The written termination of the Agency Agreement between Proformance and the Shareholder or the Agency.
6.2. Payment of the total purchase price due to the Shareholder, in any sale pursuant to this Agreement, shall be made as follows:
(a) If the Corporation has assigned its right to purchase the Shares to any third party as permitted by this Agreement, said third party shall pay at the closing an amount equal to the total purchase price as determined by Article 5 of this Agreement;
(b) If the Corporation has not assigned its right to purchase the Shares to a third party, then the Corporation shall pay at closing such amounts as it is able to pay, subject to the following conditions precedent;
(i) The Corporation must have cash on hand to enable it to make a payment to the Shareholder without adversely impairing the Corporation's and its affiliates' ability to operate safely and efficiently pursuant to the regulations of the New Jersey Department of Insurance; OFFERING MEMORANDUM #102
(ii) Any disbursements made by the Corporation or its affiliates for the purpose of making any payment to the Shareholder shall not cause the capital and surplus of Proformance to become "impaired" as defined by N.J.
Closing and Payment of Purchase Price. The closing of a purchase and sale pursuant to this Section 3 shall be held at the principal office of the Company in the State of Florida (or such other office as is designated by the purchasing parties) on or before 30 days following the date that the parties mutually agree on the Purchase Price or the determination of the accountants of the Purchase Price, as applicable, and in either case, in accordance with Section 3.5(a). The Purchase Price shall be paid by the purchasing person at the closing, in cash, or by the delivery of (i) one (1) or more certified or bank cashier's checks drawn and made payable to the order of the Selling Party for an amount equal to 25% of the Purchase Price (or more at the election of the purchasing person), and (ii) one (1) or more non-recourse promissory notes in an amount equal to the balance of such Purchase Price executed by the purchasing parties. Any promissory note delivered pursuant to this Section 3.5(b) shall contain terms providing for (i) annual interest accruing at a rate equal to the lesser of (a) the W▇▇▇▇ Fargo Bank commercial reference (prime) lending rate, compounded annually, and adjusted concurrently with any adjustments to any such prime rate, or (b) the maximum non-usurious rate then permitted by law (if the usury laws are applicable), and (ii) payments of equal quarterly installments of principal and interest commencing on the first day of the first calendar quarter following the closing of the purchase of the Selling Party's Stock so that the entire principal amount is fully amortized over a five (5) year period. In addition, any such promissory note may be prepaid at any time without prepayment penalty. In order to secure the repayment of the promissory note described above, the purchasing parties shall grant a security interest in favor of the Selling Party in and to the stock purchased by such purchasing parties and the purchasing parties hereby agree to execute any and all documents, instruments and/or agreements reasonably necessary to create, perfect and continue such security interest including, without limitation, Uniform Commercial Code financing and continuation statements and other security instruments.
Closing and Payment of Purchase Price a. The Closing of the sale of Shares shall talke place within 30 days of the delivery of the Offer. In the event of a sale of Shares from a deceased Shareholder, the Closing shall take place within 30 days of the appointment of personal representative but in no event more than 90 days from the date of death.
b. At the Closing, the Selling Shareholder shall deliver to the Corporation the Share certificates for such Shares, or, if the Selling Shareholder’s Shares are held by a voting trust, he or she shall do all things necessary to cause delivery to the Corporation of Share certificates for such Shares, duly endorsed, accompanied by all documents necessary to effect a transfer, and the Selling Shareholder’s representation that he owns such Shares or has beneficial interest in such Shares free, clear and unencumbered, with full power to transfer them. Simultaneous with such transfer, the Corporation shall deliver to the Selling Shareholder its promissory note for the said purchase price for the Shares purchased by it in accordance with the following terms:
(i) The full Purchase Price as determined in accordance with Paragraph 6 hereof shall be evidenced by the Corporation’s promissory note which shall be amortized by quarterly payments commencing with the next normal distribution to shareholders after the closing. Each payment shall be an amount equal to: the Corporation’s estimated earnings for such quarter (computed without reduction for any interest expense paid or accrued on account of promissory notes arising out of the purchase of Shares by the Corporation); multiplied by a fraction of a/b where “a” is the number of Shares and “b” is the sum of the number of Shares issued and outstanding plus the number of Shares purchased by the Corporation for which promissory notes are still outstanding. The final payment on said promissory note shall be an amount equal to the balance then due. In no event shall the payment of the promissory note for any year be less than the interest due and payable on such note. Interest on the unpaid principal amount shall be paid at the minimum monthly treasury rate as set forth in Internal Revenue Code Sections 1272-1274 and any successor provisions thereunder. The amount of cash distributed to the remaining shareholders of the Corporation during any quarter in which one or more promissory notes are outstanding shall not exceed the estimated earnings for such quarter, reduced by the principal and interest payments made for the ...
Closing and Payment of Purchase Price. The closing of the First Tranche, which will take place as promptly as practicable, shall occur immediately upon the satisfaction or waiver of the conditions set forth in Section 5 and Section 6 of this Agreement (the “First Tranche Closing Date”). For certainty and in addition to the other documents required to be executed and delivered in respect of the First Tranche, the CVR, the Notes, the Escrow Agreement – Claim Proceeds Account and the GSA shall be executed by the parties on the First Tranche Closing Date and held in escrow pursuant to this Agreement. Upon the First Tranche Closing Date, the Investor shall; (i) pay the First Tranche Price by wire transfer in immediately available funds or such other method of payment acceptable to the Corporation to the account specified on Schedule “E”; and (ii) deposit the Second Tranche Price into the Second Tranche Price Escrow Account. The closing of the Second Tranche shall occur upon the earlier of: (i) the date that is two (2) Business Days following the date that Exchange Approval (including, for certainty, all necessary approvals from the Shareholders), on terms acceptable to the Investor, acting reasonably, is received for the issuance of the Second Tranche Shares; and (ii) the date that is six months from the First Tranche Closing Date or such other date as may be agreed to between the parties in writing (being the “Second Tranche Closing Date”). The closing will take place at the Vancouver offices of Blake, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP (“Blakes”), counsel to the Corporation.
Closing and Payment of Purchase Price. The closing of the purchase and sale pursuant to this Section 10 shall be held at the principal office of the Company at 10:00 a.m. local time no later than one-hundred twenty (120) days after the date of the Put Event with respect to which such closing relates, or at such other time and place as the parties to the transaction may agree. At such closing (i) the Shareholder or his personal representative and each of his Family Trusts shall deliver certificates representing the Shares to be purchased, duly endorsed for transfer and accompanied by all requisite stock transfer taxes, if any, and the Shares to be Transferred shall be free and clear of any liens, claims or encumbrances (other than restrictions imposed by this Agreement) and the Shareholder or his personal representative and each of his Family Trusts shall so represent and warrant, and further represent and warrant that they are the record and beneficial owners of the Shares; and (ii) the Company or the Other Investors, as the case may be, shall pay to Shareholder or his personal representative and each of his Family Trusts the purchase price therefor by certified or official bank check or by wire transfer of immediately available funds.
Closing and Payment of Purchase Price. The total Purchase Price will be paid by cheque to the Issuer upon the execution of this Agreement, and will be held in trust by the Issuer until the Time of Closing on the Closing Date. At the Time of Closing, the Issuer will deliver to the Subscriber a share certificate, representing the Securities, against payment of the Purchase Price by the Subscriber to the Issuer.
Closing and Payment of Purchase Price. 10 SECTION 11. Transfer Upon Termination of Employment................................................ 11
Closing and Payment of Purchase Price. Progress toward Closing shall be made with all deliberate speed by the Parties hereto.