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

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 quarter in payment of the promissory notes. (ii) The principal may be prepaid in whole or in part at any time, without penalty. (iii) The note will be unsecured.

Closing and Payment of Purchase Price. a. The Closing Immediately upon receipt by LDM of the sale of Shares shall talke place within 30 days proceeds of the delivery Insurance Policies owned on the life of the Offer. In the event of a sale of Shares from a deceased Shareholder, the legal representative of the deceased Shareholder and LDM shall close the sale and purchase of such stock (the "Closing"). The Closing shall take place within 30 days at the principal office of LDM as follows. The Closing date shall be established by LDM, which shall provide written notice to the legal representative of the appointment of personal representative but in no event more than 90 deceased Shareholder at least seven (7) days from prior to the date of death. b. Closing. At the Closing, LDM will pay for the Selling Shareholder shall deliver to the Corporation the Share certificates for such Shares, or, if the Selling Shareholder’s Shares are held LDM stock by a voting trust, he certified 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 transferbank cashiers check, and the Selling Shareholder’s representation that he owns legal representative of the deceased Shareholder will deliver the certificates representing such Shares or has beneficial interest in such Shares freestock to be sold, clear and unencumbered, with full power to transfer them. Simultaneous with such duly endorsed for transfer, free and clear of all liens, encumbrances and claims whatsoever. If the Corporation legal representative of the deceased Shareholder protests the Closing, does not attend the Closing, or otherwise does not deliver the appropriate stock certificates and/or stock assignments at the Closing, then the purchase price of the stock shall be segregated by LDM in a separate interest-bearing account, and LDM will adjust its transfer books to reflect that the shares of stock being sold have been canceled. Each Shareholder hereby irrevocably appoints the Secretary, Assistant Secretary and any other officer of LDM as his true and lawful attorney-in-fact to execute and deliver in his place and stead all stock certificates, instruments and documents necessary or incidental 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 conveyance and transfer of the purchase stock sold at the Closing. This power of Shares by the Corporation); multiplied by a fraction of a/b where “a” attorney is the number of Shares irrevocable and “b” is the sum of the number of Shares issued coupled with an interest 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 does not terminate on the unpaid principal amount shall be paid disability or death of any Shareholder, but continues for so long as this Agreement is in effect. If a Shareholder's LDM stock is owned in a trust at the minimum monthly treasury rate as set forth in Internal Revenue Code Sections 1272-1274 and any date of his death, then, for purposes of this Agreement, the term "legal representative" shall mean the trustee or successor provisions thereunder. The amount trustee 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 quarter in payment of the promissory notestrust. (ii) The principal may be prepaid in whole or in part at any time, without penalty. (iii) The note will be unsecured.