Financing of the Purchase Price Sample Clauses

The "Financing of the Purchase Price" clause outlines how the buyer will obtain the funds necessary to complete the purchase of the asset or property in question. Typically, this clause specifies whether the buyer will pay in cash, secure a loan, or use another form of financing, and may detail any conditions or deadlines related to obtaining such financing. By clearly defining the source and terms of payment, this clause ensures both parties understand the financial arrangements and helps prevent disputes or delays related to funding the transaction.
Financing of the Purchase Price. The Purchase Price shall be financed according to the specifications of the Buyer. The Seller agrees that, even before transfer of ownership, the Object of Purchase may be encumbered with enforceable (Sec. 800 ZPO (German Code of Civil Procedure)) real property liens (if necessary aggregate liens (Gesamtgrundpfandrechte)) up to the amount of the total purchase price—as the case may be taking into account the requirements of the competent redevelopment authority—for lien holders plus interest and ancillary charges up to any amount, and agrees to cooperate in their creation. The Seller shall cooperate in the creation of such real property liens, however, without assuming any personal liability. The respective applications for registration shall be filed promptly by the notary public. In this context, the Seller issues an irrevocable payment order to the real property lien creditor(s) to pay out the loan funds up to the amount of the purchase price according to the provisions of Sec. 3. With respect to such real property liens, the Parties make the following arrangements, which must be reflected in the deed on the creation of the real property lien:
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Financing of the Purchase Price. 14.1 The Purchase Price shall be financed according to the specifications of the Buyer. The Seller agrees that, even before transfer of ownership, the Object of Purchase may be encumbered with enforceable (Sec. 800 ZPO (German Code of Civil Procedure)) real property liens (if necessary aggregate liens (Gesamtgrundpfandrechte)) up to the amount of the total purchase price—as the case may be taking into account the requirements of the competent redevelopment authority—for lien holders plus interest and ancillary charges up to any amount, and agrees to cooperate in their creation. The Seller shall cooperate in the creation of such real property liens, however, without assuming any personal liability. The respective applications for registration shall be filed promptly by the notary public. In this context, the Seller issues an irrevocable payment order to the real property lien creditor(s) to pay out the loan funds up to the amount of the purchase price according to the provisions of Sec. 3. With respect to such real property liens, the Parties make the following arrangements, which must be reflected in the deed on the creation of the real property lien: a) The real property lien creditor may use and/or retain the real property lien as security only to the extent that actual payments have been made on the purchase price. Any further security agreements between the real property lien creditor and the Buyer shall only become effective upon complete payment of the purchase price, at the latest upon transfer of ownership of the respective object of lien to the Buyer. As of said date, they shall be effective for and against the Buyer as the new security provider. b) Payments by the real property lien creditor shall be made exclusively to the Buyer’s bank account specified in this Agreement or to beneficiaries in rem in accordance with the notary public’s Maturity Notice. c) The real property lien may continue to exist after the registration of transfer of ownership to the Buyer. The Seller assigns all rights in this real property lien, in particular ownership rights and claims for restitution, to the Buyer, who accepts such assignment, with effect of the payment of the purchase price, in any event as of the registration of transfer of ownership of the Object of Purchase. The entry thereof in the land register is approved. d) The Seller does not assume personal liability for payment in connection with the creation of the real property lien. The Buyer undertakes to ...
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Financing of the Purchase Price. Buyer acknowledges and agrees that it will finance the Purchase Price of the Assets as follows: A. Buyer anticipates receiving, on or before the Extended Due Diligence Date, a loan commitment (the “TowneBank Commitment”) from TowneBank for a first deed of trust loan (the “First Deed of Trust Loan”) in the amount of $3,300,000 to be secured by a first lien deed of trust against the Property and a first priority security interest in the other Assets. Buyer has requested that, if TowneBank delivers the Towne Bank Commitment to Buyer, Towne Bank agree to close and fund the First Deed of Trust Loan on or before August 10, 2006 (the “Closing Date”). Buyer understands that TowneBank will make every effort to close and fund the First Deed of Trust Loan on or before the Closing Date. B. With the assistance of TowneBank, Buyer is applying for secondary financing (the “Secondary Financing”) in the amount of $1,600,000 through the United States Small Business Administration (“SBA”) to finance a portion of the Purchase Price of the Assets. Although Buyer has not yet received approval from the SBA of the Secondary Financing, Buyer anticipates that Buyer will receive approval from the SBA for the Secondary Financing on or before Wednesday, August 2, 2006 (the “Secondary Financing Approval Date”), and that the closing and funding by the SBA of the Secondary Financing will be completed during the month of October, 2006. C. In order to permit Buyer to close on the purchase of the Assets on or before the Closing Date, as contemplated by the Purchase Agreement, Seller hereby agrees to make a second deed of trust loan (“Second Deed of Trust Loan”) to Buyer. Such Second Deed of Trust Loan shall be in the amount of $850,000, with interest accruing at an annual rate of eight and one half percent (8.5%), with a term of eighteen (18) months, and secured by a second lien deed of trust against the Property and a second priority interest in the other Assets. Notwithstanding the term of such Second Deed of Trust Loan, Buyer acknowledges and agrees that Buyer will pay off such Second Deed of Trust Loan in full at such time as Buyer closes on the Secondary Financing to be provided by SBA. D. In the event that Buyer does not receive SBA approval of the Secondary Financing on or before the Secondary Financing Approval Date, and notwithstanding any other provision of the Purchase Agreement or this First Amendment that may appear or be construed to the contrary, Seller shall have the right, ...
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Related to Financing of the Purchase Price

  • Payment of the Purchase Price The Purchase Price shall be paid as follows: (a) A deposit of TWO HUNDRED THOUSAND DOLLARS ($200,000.00) (the “Deposit”) shall be paid by Purchaser to Commonwealth Land Title Insurance Company, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, as escrow agent (the “Escrow Agent”), within five (5) business days after the Effective Date (as defined herein), which at Purchaser’s option may be by certified or bank cashier’s check or by wire transfer. For purposes of this Agreement, “Effective Date” shall mean the date on which Purchaser and all of the Whitehall Sellers and GMH Sellers have executed this Agreement. The Deposit shall remain applicable to the Purchase Price and shall become non-refundable to Purchaser except as may otherwise be provided in accordance with the terms and provisions hereof. The Deposit shall be held in escrow until the Closing (defined below), at which time the Deposit shall be allocated amongst the Whitehall Sellers and GMH Sellers in accordance with their Percentage Interests, as a credit against the Purchase Price, or may be sooner released in accordance with the terms hereof. Escrow Agent shall be authorized, at Purchaser’s option, to invest the Deposit in an interest-bearing account in the name of Escrow Agent in such commercial bank as it deems appropriate. All interest or other earnings on the Deposit shall become a part of the Deposit and be disbursed to the party entitled to the Deposit pursuant to the terms and provisions hereof, and (b) The balance of the Purchase Price shall be paid by Purchaser to the Whitehall Sellers, in cash, and GMH Sellers, in cash and/or operating units, in accordance with their Percentage Interests by wire transfer funds, or issuance of operating units, at Closing, to such account or accounts as directed by the Whitehall Sellers and GMH Sellers, as applicable, in writing.

  • Delivery of the Purchase Price At least one business day prior to the effective date of the Company’s registration statement relating to the IPO (“Registration Statement”), or the date of the exercise of the Over-Allotment Option, if any, the Purchaser agrees to deliver the Initial Purchase Price or Additional Purchase Price, as the case may be, by certified bank check or wire transfer of immediately available funds denominated in United States Dollars to Continental Stock Transfer & Trust Company, a New York corporation (“CST”), which is hereby irrevocably authorized to deposit such funds on the applicable Closing Date to the trust account which will be established for the benefit of the Company’s public shareholders, managed pursuant to that certain Investment Management Trust Agreement to be entered into by and between the Company and CST and into which substantially all of the proceeds of the IPO will be deposited (the “Trust Account”). If the IPO is not consummated within 14 days of the date the Initial Purchase Price is delivered to CST, the Initial Purchase Price shall be returned to the Purchaser by certified bank check or wire transfer of immediately available funds denominated in United States Dollars, without interest or deduction.

  • Allocation of the Purchase Price (a) Within ninety (90) days after the final determination of the Final Purchase Price pursuant to Section 2.5, the Sellers will provide the Buyer with a statement (or statements) (the “Asset Acquisition Statement”) with the Sellers’ proposed allocation of the Final Purchase Price (plus any other amounts, including Assumed Liabilities, to the extent properly taken into account as consideration for applicable Tax purposes) among the Transferred Assets and, if applicable, the Ancillary Agreements and any other rights transferred hereunder or thereunder in accordance with Section 1060 of the Code (and any other applicable state, local or non-U.S. Law). The Buyer may, within thirty (30) days after receiving such Asset Acquisition Statement, propose to the Sellers in writing any changes to such Asset Acquisition Statement that are consistent with applicable Law (the “Allocation Notice of Objection”), and if the Buyer does not deliver such a Notice of Objection within such period, the Buyer shall be deemed to have accepted such proposed Asset Acquisition Statement and it shall become final and binding on the Parties. If the Buyer delivers a Notice of Objection, then the Buyer and the Sellers will endeavor in good faith to resolve any differences with respect to the Asset Acquisition Statement within thirty (30) days after the Sellers’ receipt of the Notice of Objection. If the Buyer and the Sellers are unable to resolve such differences, the matters in dispute shall be resolved by the Accounting Firm, which determination by such Accounting Firm shall be consistent with this Agreement. The fees, costs and expenses of the Accounting Firm shall be borne by the Buyer and the Sellers in inverse proportion as they may prevail on matters resolved by the Accounting Firm, which proportionate allocations also shall be determined by the Accounting Firm at the time the determination of the Accounting Firm is rendered. (b) The Buyer and the Sellers agree that they shall each (and shall cause their respective Affiliates to) file all Tax Returns (including amended returns and claims for refunds) and information reports in a manner consistent with the Asset Acquisition Statement (as finalized pursuant to Section 2.6(a))); provided that nothing contained in this Section 2.6(b) shall prevent any Party (or their Affiliates) from settling, or require any of them to litigate any challenge, proposed deficiency, adjustment or other similar proceeding by any Governmental Authority with respect to the Asset Acquisition Statement. Upon any adjustment to the Purchase Price in connection with an indemnification claim made pursuant to Article 13, the allocation described in the Asset Acquisition Statement (as finalized pursuant to Section 2.6(a)) shall be subject to adjustment in a manner consistent with Section 2.6(a).

  • Receivables Purchase Price On the Closing Date, the Purchaser shall deliver to the Seller the Receivables Purchase Price, as provided in Section 2.1(b).

  • Payment of Receivables Purchase Price In consideration of the sale of the Receivables from the Seller to the Purchaser as provided in Section 2.1, on the Closing Date the Purchaser shall have paid to the Seller the Receivables Purchase Price.