Common use of Closing and Payment of Purchase Price Clause in Contracts

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 to the same conditions precedent set forth above regarding the payment of the portion of the purchase price at closing; (d) If at any time during which there is an outstanding balance of the total purchase due to the Shareholder, the Corporation commences a public or private offering of shares of any class of its capital, the Corporation shall be obligated to allocate up to fifty (50%) percent of the net proceeds of the offering to the Corporation for the exclusive purpose of making payments of the outstanding balance of the purchase price of the Shares, plus accrued interest, to Shareholder. 6.3 The Corporation shall have the right to offset against the payment or payments of the purchase price due from it to the Shareholder pursuant to Section 4.2(e), the amount of all sums due from the Shareholder to the Corporation and/or PROFORMANCE INSURANCE COMPANY, and to the extent so credited against the purchase price, such loan or other indebtedness shall be deemed to be and shall be canceled and discharged. Such credit against the purchase price shall is made regardless of the due date of any such loan or other indebtedness.

Closing and Payment of Purchase Price. 6.1 At 2.1 Progress toward Closing shall be made with all deliberate speed by the Parties hereto. 2.2 A Closing (the “Closing”) shall take place immediately following the closing of any purchase the transactions contemplated by that certain Share Purchase and Sale Agreement of even date herewith, by and among Buyer, Forest Oil Corporation, Anschutz South Africa Corporation, Forest Exploration International, and Anschutz Overseas (SA) (PTY) LTD (the “Forest-Anschutz Agreement”), at the Denver, Colorado offices of Forest Netherlands’ parent company, Forest Oil Corporation, located at ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇. The date on which the closing occurs is referred to herein as the “Closing Date.” 2.3 At the Closing, Seller shall transfer to the Purchaser, by all necessary and appropriate instruments of transfer, all rights, title and interest in and to the Purchased Shares, and the Purchaser shall pay the Purchase Price to the Seller by wire transfer in immediately available funds to one or more bank accounts designated by the Corporation pursuant Seller at least five (5) days prior to this AgreementClosing. 2.4 At least five (5) Business Days before the Closing, the Shareholder Purchase Price shall deliver: (a) Certificates representing be adjusted upward by the Shares which are being purchased amount of actual reasonable 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 expenditures of the Shares Company incurred from and after the Effective Date (such adjusted amount being referred to hereinafter as the “Adjusted Purchase Price”). However, following execution hereof, any anticipated expenditure falling hereunder that is reasonably anticipated to equal or exceed US$100 000-00 (one hundred thousand US Dollars) shall be approved in writing by Purchaser before it is incurred (such approval not to be unreasonably withheld). A current estimate of such anticipated costs is included here in Schedule B. 2.5 Within thirty (30) days after Closing, Sellers shall account to Purchaser all amounts to be considered in reaching the Adjusted Purchase Price under Section 2.4. If at such time there is any discrepancy between the amount paid at Closing and the finally determined Adjusted Purchase Price, then Purchaser shall pay to Seller any shortfall or Seller shall refund to Purchaser any overpayment, as the case may be, within five (5) Business Days of such final determination (any such payment, a “Post-Closing Adjustment”). Notwithstanding any other provision of this Agreement to the Corporation; 6.2 Payment of the total purchase price due to the Shareholdercontrary, in any sale made to the Corporation pursuant to Section 4.2(e) of this Agreement, shall neither party will 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 required to make a payment to the Shareholder without adversely impairing the Corporation’s and PROFORMANCE INSURANCE COMPANY’S ability to operate safely and efficiently for a Post-Closing Adjustment pursuant to the regulations of the New Jersey Department of Banking this Section 2.4 unless 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 to the same conditions precedent set forth above regarding the payment of the portion of the purchase price at closing; (d) If at any time during which there is an outstanding balance of the total purchase due to the Shareholder, the Corporation commences a public or private offering of shares of any class of its capital, the Corporation shall be obligated to allocate up to fifty (50%) percent of the net proceeds of the offering to the Corporation for the exclusive purpose of making payments of the outstanding balance of the purchase price of the Shares, plus accrued interest, to Shareholder. 6.3 The Corporation shall have the right to offset against the payment or payments of the purchase price due from it to the Shareholder pursuant to Section 4.2(e), until the amount of Post-Closing Adjustments equal or exceed US$100 000 00 (one hundred thousand US dollars) in the aggregate (the “Post-Closing Adjustment Threshold”) at which time the appropriate party shall pay the other party for all sums due from Post-Closing Adjustments, including but not limited to those Post-Closing Adjustments which are less than the Shareholder Post-Closing Adjustment Threshold. 2.6 The term “Business Day” when used herein, shall refer to the Corporation and/or PROFORMANCE INSURANCE COMPANY, and to the extent so credited against the purchase price, such loan any day other than Saturday or other indebtedness shall be deemed Sunday when banks are permitted by law to be open in Johannesburg, New York City and shall be canceled and discharged. Such credit against the purchase price shall is made regardless of the due date of any such loan or other indebtednessLondon.

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 A closing (the Shares "Closing") shall take place at 10:00 a.m. on February 9, 1999 at the offices of the Sellers at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, Norwalk, CT 06851 (the "Closing Date"). (i) On the Closing Date, the Sellers shall transfer to CFC by all necessary and appropriate bills of sale, deeds, assignments and other instruments, all right, title and interest of the Sellers in and to the Purchased Assets (and the Licensed Technology shall revert to and be transferred and assigned to Alexion) free and clear of all Liens, claims and encumbrances whatsoever (other than the "▇▇▇▇▇ ▇▇▇▇", as hereinafter defined), and CFC shall deliver to USSC a promissory note (the "Note") in the amount of $3,920,307.96 (the form of which is attached hereto as Exhibit B), a mortgage on the real estate portion of the Purchased Assets (the form of which is attached hereto as Exhibit C), and a security agreement and appropriate UCC financing statements on the tangible personal property portion of the Purchased Assets (the forms of which are being purchased attached hereto as Exhibits D and sold pursuant to this Agreement, endorsed in blank; andE). (bii) All documents UCC # (*******) in which counsel for the Corporation shall reasonably deem necessary secured party is the United States of America c/o Farm Service Agency is referred to as the "▇▇▇▇▇ ▇▇▇▇." Sellers covenant that Sellers, at Sellers' sole cost and expense, will cause the ▇▇▇▇▇ ▇▇▇▇ to be removed from the Purchased Assets on or advisable in order to accomplish a complete Transfer of before the Shares to sixtieth day after the Corporation; 6.2 Payment of the total purchase price due to the ShareholderClosing Date unless CFC, in its sole discretion, agrees that the ▇▇▇▇▇ ▇▇▇▇ may remain in connection with an agreement reached between CFC and the debtors described in the ▇▇▇▇▇ ▇▇▇▇. (iii) If a certificate of occupancy has not yet been issued for any sale made building or improvement on the real property described on Schedule l(a)(i), Sellers shall, at Sellers' sole cost and expense, cause it to be issued on or before the Corporation pursuant to Section 4.2(e) sixtieth day after the date of this Agreement, shall be made as follows:. (ac) If On or before the Corporation has assigned its right to purchase date of the Shares to any third party as permitted by this AgreementClosing, 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 precedentSellers shall: (i) The Corporation must have cash on hand to enable it to make a payment deliver to the Shareholder without adversely impairing Purchasers at the Corporation’s and PROFORMANCE INSURANCE COMPANY’S ability to operate safely and efficiently pursuant to the regulations Sellers' (*******) facility physical possession of all tangible Purchased Assets of the New Jersey Department of Banking Business and InsuranceLicensed Technology located therein; (ii) Any disbursements made make available for pick-up by the Corporation Buyers such of the Purchased Assets as are located at USSC's facility in North Haven, Connecticut; (iii) if CFC has so requested, deliver letters to third parties from whom CAC has contracted for goods and services indicating that the contracts have been assigned to CFC and indicating that rights and warranties of CAC have been assigned to CFC; (iv) deliver share of stock of (*******) properly transferred to CFC free and clear of all Liens; (v) deliver titles to any vehicles, machinery or PROFORMANCE INSURANCE COMPANY equipment for which titles have been issued which are part of the purpose of making any payment Purchased Assets properly transferred 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 timeCFC; and (iiivi) If deliver any additional documents and make any payments as are required by law, to transfer title from Sellers to Purchasers of any Purchased Assets and Licensed Technology as required pursuant to this Agreement fully paid and free and clear of any liens and encumbrances (except with respect to the New Jersey Department of Banking and Insurance must approve of the payment in writing▇▇▇▇▇ ▇▇▇▇). (cvii) The Corporation promises deliver the "Estimated Payables Amount" reflected on Schedule 4(e)(vii) to pay interest (computed the trust account of Purchasers' attorneys', Golenbock, Eiseman, Assor & ▇▇▇▇ via wire transfer. Purchasers attorneys shall be deemed authorized to disburse the "Estimated Payables Amount" to CFC on the basis date of a 360-day year the Closing and thereafter shall be free of twelve 30-day monthsany and all responsibilities with respect to such amount. (d) (ai) on Schedule 4(c)(vii) sets forth all of the unpaid balance thereof at the rate of 25 bps over the LIBOR (London Interbank Offered Rate) rate of interest publicly announced semi-annually payables which Sellers have estimated as arising from the purchase of assets by Sellers in connection with the Business on or before the date the initial purchase price becomes due, payable semiannually, on the 1st day of the month beginning six months following Closing and the operation of the Business on or before 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 JerseyClosing. Any payment of principal and interest CFC shall apply the Estimated Payables Amount to the Shareholder after closing shall be subject to the same conditions precedent set forth above regarding the payment of the payables of CAC and/or USSC arising from the purchase of assets by one or both of them in connection with the Business on or before the date of the Closing and the operation of the Business on or before the date of the Closing. CFC may also elect to pay such payables out of its own funds, but CFC is not obligated to do so. To the extent such payables are paid by CFC out of its own funds, the payment shall be reimbursed by Sellers. Notwithstanding anything herein to the contrary, Purchasers do not assume responsibility for the payment of any of the payables of Sellers except to the extent CFC has agreed to apply the Estimated Payables Amount received by it to the payables. If the Estimated Payables Amount is insufficient to pay such payables, Sellers agree to pay the balance of the payables and to reimburse CFC for any portion of the purchase price at closing;balance paid by CFC except for the payables to (*******). (dii) If at any time during which there is an outstanding balance On or before the sixtieth day after the date of the total purchase due Closing (the "Reconciliation Date") CFC shall submit to the Shareholder, the Corporation commences Sellers a public or private offering of shares of any class of its capital, the Corporation shall be obligated to allocate up to fifty (50%) percent schedule of the net proceeds payments made from the Estimated Payables Amount and the bills as CFC shall have received supporting the payments made. If the aggregate of the offering to the Corporation for the exclusive purpose of making payments amounts paid by CFC on account of the outstanding balance payables is less than the Estimated Payables Amount, CFC shall pay USSC the difference on or before the tenth day after the Reconciliation Date. If the aggregate of the purchase price amounts paid by CFC on account of the Sharespayables is more than the Estimated Payables Amount, plus accrued interest, USSC shall pay CFC the difference on or before the tenth day after the Reconciliation Date. If USSC fails to Shareholder. 6.3 The Corporation shall have the right to offset against the payment or payments of the purchase price due from it to the Shareholder pursuant to Section 4.2(epay CFC any amounts owed CFC in accordance with this subsection (d), the amount of all sums same shall be a credit to CFC which CFC may apply against payments due from the Shareholder USSC pursuant to the Corporation and/or PROFORMANCE INSURANCE COMPANYNote until the credit has been exhausted. (e) As of the date of the Closing, and all warranties inuring to the extent so credited against the purchase pricebenefit of CAC from any contractors, such loan or other indebtedness manufacturers, and/or suppliers shall be deemed assigned to be and shall be canceled and dischargedCFC. Such credit against At any time after the purchase price shall is made regardless date of the due date Closing, if CFC so requests, Sellers shall deliver letters to third parties from whom CAC has contracted for goods and services in connection with the Business indicating that the contracts have been assigned to CFC and indicating that rights and warranties of any such loan or other indebtednessCAC have been assigned to CFC.

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 A closing (the Shares "Closing") shall take place at 10:00 a.m. on February 9, 1999 at the offices of the Sellers at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, Norwalk, CT 06851 (the "Closing Date"). (i) On the Closing Date, the Sellers shall transfer to CFC by all necessary and appropriate bills of sale, deeds, assignments and other instruments, all right, title and interest of the Sellers in and to the Purchased Assets (and the Licensed Technology shall revert to and be transferred and assigned to Alexion) free and clear of all Liens, claims and encumbrances whatsoever (other than the "▇▇▇▇▇ ▇▇▇▇", as hereinafter defined), and CFC shall deliver to USSC a promissory note (the "Note") in the amount of $3,920,307.96 (the form of which is attached hereto as Exhibit B), a mortgage on the real estate portion of the Purchased Assets (the form of which is attached hereto as Exhibit C), and a security agreement and appropriate UCC financing statements on the tangible personal property portion of the Purchased Assets (the forms of which are being purchased attached hereto as Exhibits D and sold pursuant to this Agreement, endorsed in blank; andE). (bii) All documents ▇▇▇ # ▇▇▇▇▇▇ ▇▇ which counsel for the Corporation shall reasonably deem necessary secured party is the United States of America c/o Farm Service Agency is referred to as the "▇▇▇▇▇ ▇▇▇▇." Sellers covenant that Sellers, at Sellers' sole cost and expense, will cause the ▇▇▇▇▇ ▇▇▇▇ to be removed from the Purchased Assets on or advisable in order to accomplish a complete Transfer of before the Shares to sixtieth day after the Corporation; 6.2 Payment of the total purchase price due to the ShareholderClosing Date unless CFC, in its sole discretion, agrees that the ▇▇▇▇▇ ▇▇▇▇ may remain in connection with an agreement reached between CFC and the debtors described in the ▇▇▇▇▇ ▇▇▇▇. (iii) If a certificate of occupancy has not yet been issued for any sale made building or improvement on the real property described on Schedule l(a)(i), Sellers shall, at Sellers' sole cost and expense, cause it to be issued on or before the Corporation pursuant to Section 4.2(e) sixtieth day after the date of this Agreement, shall be made as follows:. (ac) If On or before the Corporation has assigned its right to purchase date of the Shares to any third party as permitted by this AgreementClosing, 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 precedentSellers shall: (i) The Corporation must have cash on hand to enable it to make a payment deliver to the Shareholder without adversely impairing Purchasers at the Corporation’s and PROFORMANCE INSURANCE COMPANY’S ability to operate safely and efficiently pursuant to the regulations Sellers' Sherburne, New York facility physical possession of all tangible Purchased Assets of the New Jersey Department of Banking Business and InsuranceLicensed Technology located therein; (ii) Any disbursements made make available for pick-up by the Corporation Buyers such of the Purchased Assets as are located at USSC's facility in North Haven, Connecticut; (iii) if CFC has so requested, deliver letters to third parties from whom CAC has contracted for goods and services indicating that the contracts have been assigned to CFC and indicating that rights and warranties of CAC have been assigned to CFC; (iv) deliver share of stock of Agway, Inc. properly transferred to CFC free and clear of all Liens; (v) deliver titles to any vehicles, machinery or PROFORMANCE INSURANCE COMPANY equipment for which titles have been issued which are part of the purpose of making any payment Purchased Assets properly transferred 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 timeCFC; and (iiivi) If deliver any additional documents and make any payments as are required by law, to transfer title from Sellers to Purchasers of any Purchased Assets and Licensed Technology as required pursuant to this Agreement fully paid and free and clear of any liens and encumbrances (except with respect to the New Jersey Department of Banking and Insurance must approve of the payment in writing▇▇▇▇▇ ▇▇▇▇). (cvii) The Corporation promises deliver the "Estimated Payables Amount" reflected on Schedule 4(e)(vii) to pay interest (computed the trust account of Purchasers' attorneys', Golenbock, Eiseman, Assor & ▇▇▇▇ via wire transfer. Purchasers attorneys shall be deemed authorized to disburse the "Estimated Payables Amount" to CFC on the basis date of a 360-day year the Closing and thereafter shall be free of twelve 30-day monthsany and all responsibilities with respect to such amount. (d) (ai) on Schedule 4(c)(vii) sets forth all of the unpaid balance thereof at the rate of 25 bps over the LIBOR (London Interbank Offered Rate) rate of interest publicly announced semi-annually payables which Sellers have estimated as arising from the purchase of assets by Sellers in connection with the Business on or before the date the initial purchase price becomes due, payable semiannually, on the 1st day of the month beginning six months following Closing and the operation of the Business on or before 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 JerseyClosing. Any payment of principal and interest CFC shall apply the Estimated Payables Amount to the Shareholder after closing shall be subject to the same conditions precedent set forth above regarding the payment of the payables of CAC and/or USSC arising from the purchase of assets by one or both of them in connection with the Business on or before the date of the Closing and the operation of the Business on or before the date of the Closing. CFC may also elect to pay such payables out of its own funds, but CFC is not obligated to do so. To the extent such payables are paid by CFC out of its own funds, the payment shall be reimbursed by Sellers. Notwithstanding anything herein to the contrary, Purchasers do not assume responsibility for the payment of any of the payables of Sellers except to the extent CFC has agreed to apply the Estimated Payables Amount received by it to the payables. If the Estimated Payables Amount is insufficient to pay such payables, Sellers agree to pay the balance of the payables and to reimburse CFC for any portion of the purchase price at closing;balance paid by CFC except for the payables to Lok-n-Log, Double L Group, and Cool Care Mechanical. (dii) If at any time during which there is an outstanding balance On or before the sixtieth day after the date of the total purchase due Closing (the "Reconciliation Date") CFC shall submit to the Shareholder, the Corporation commences Sellers a public or private offering of shares of any class of its capital, the Corporation shall be obligated to allocate up to fifty (50%) percent schedule of the net proceeds payments made from the Estimated Payables Amount and the bills as CFC shall have received supporting the payments made. If the aggregate of the offering to the Corporation for the exclusive purpose of making payments amounts paid by CFC on account of the outstanding balance payables is less than the Estimated Payables Amount, CFC shall pay USSC the difference on or before the tenth day after the Reconciliation Date. If the aggregate of the purchase price amounts paid by CFC on account of the Sharespayables is more than the Estimated Payables Amount, plus accrued interest, USSC shall pay CFC the difference on or before the tenth day after the Reconciliation Date. If USSC fails to Shareholder. 6.3 The Corporation shall have the right to offset against the payment or payments of the purchase price due from it to the Shareholder pursuant to Section 4.2(epay CFC any amounts owed CFC in accordance with this subsection (d), the amount of all sums same shall be a credit to CFC which CFC may apply against payments due from the Shareholder USSC pursuant to the Corporation and/or PROFORMANCE INSURANCE COMPANYNote until the credit has been exhausted. (e) As of the date of the Closing, and all warranties inuring to the extent so credited against the purchase pricebenefit of CAC from any contractors, such loan or other indebtedness manufacturers, and/or suppliers shall be deemed assigned to be and shall be canceled and dischargedCFC. Such credit against At any time after the purchase price shall is made regardless date of the due date Closing, if CFC so requests, Sellers shall deliver letters to third parties from whom CAC has contracted for goods and services in connection with the Business indicating that the contracts have been assigned to CFC and indicating that rights and warranties of any such loan or other indebtednessCAC have been assigned to CFC.