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 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. 6.1. 5.1 At the closing of any purchase and sale between the Corporation and the Shareholder 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 counsel for the Corporation's counsel Corporation shall reasonably deem necessary or advisable in order to accomplish a complete Transfer of the Shares to the Corporation;; and (c) If applicablethe Shareholder transfers all of his Shares, 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 AgencyProformance. 6.2. 5.2 Payment of the total purchase price due to the Shareholder, in any sale purchase of Shares by the Corporation pursuant to Section 4.3 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 closing, an amount equal to the total purchase price as determined by Article 5 of this Agreementprice; (b) If the Corporation has not assigned its right to purchase the Shares to a third party, then the Corporation shall pay at closing closing, and periodically thereafter pursuant to a Note in the form of Exhibit B attached hereto, 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 ’s and its affiliates' Proformance’s 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 Proformance 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.