Common use of Payment of Adjusted Purchase Price Clause in Contracts

Payment of Adjusted Purchase Price. The Adjusted Purchase Price shall be paid to Seller as follows: (a) Contemporaneously with the execution and delivery of this Agreement, Buyer shall tender to the Joint Account cash equal to ten percent (10%) of the Purchase Price (Sixteen Million Dollars ($16,000,000)) as a deposit (such amount, together with all interest earned thereon, the "Deposit"). The Deposit shall (i) be distributed to Seller and applied against the Adjusted Purchase Price owing by Buyer at the Closing pursuant to Section 2.4(b), (ii) distributed to Seller pursuant to Section 10.2 or (iii) returned to Buyer pursuant to Section 10.2, as applicable. (b) At the Closing, Buyer shall pay to Seller cash equal to the Adjusted Purchase Price less the Deposit. (c) All cash payments by Buyer pursuant to this Section 2.4 shall be made in immediately available funds by confirmed wire transfer to a bank account or accounts designated by Seller or the Joint Account Holder, as applicable. (d) For federal income tax purposes, Buyer shall report the interest earned on the Deposit if it is applied against the Adjusted Purchase Price or returned to Buyer, and Seller shall report such interest if it is distributed to Seller pursuant to Section 10.2.

Appears in 1 contract

Sources: Asset Purchase and Sale Agreement (EV Energy Partners, LP)

Payment of Adjusted Purchase Price. The Adjusted Purchase Price shall be paid to Seller Sellers as follows: (a) Contemporaneously with Within one Business Day after the execution and delivery of this Agreement, Buyer shall tender to the Joint Account Escrow Agent cash equal to ten five percent (105%) of the Purchase Price (Sixteen Million Dollars ($16,000,000)) as a deposit (such amount, together with all interest earned thereon, the "Deposit")”) to be held by Escrow Agent pursuant to the Escrow Agreement. The Deposit shall (i) be distributed to Seller and applied against the Adjusted Purchase Price owing by Buyer at the Closing pursuant to Section 2.4(b), (ii) distributed to Seller retained by Sellers pursuant to Section 10.2 10.2, or (iii) returned to Buyer pursuant to Section 10.2, as applicable. (b) At the Closing, Buyer shall pay to Seller Sellers cash equal to the Adjusted Purchase Price Price, less the sum of the Deposit, as determined by the parties pursuant to Section 2.3(a). At Closing, the Deposit will become the Holdback Amount referenced in Section 8.6(d). The Holdback Amount will be released to Buyer or Sellers in accordance with Section ­­­8.6(d). (c) All cash payments by Buyer pursuant to this Section 2.4 shall be made in immediately available funds by confirmed wire transfer to a bank account or accounts designated by Seller or the Joint Account HolderSellers, as applicable. (d) For federal income tax purposes, Buyer shall report the interest earned on the Deposit if it is applied against the Adjusted Purchase Price or returned to Buyer, and Seller shall report such interest if it is distributed to Seller pursuant to Section 10.2.

Appears in 1 contract

Sources: Asset Purchase and Sale Agreement (Linn Energy, LLC)