Payment of Preliminary Purchase Price Clause Samples
The 'Payment of Preliminary Purchase Price' clause defines the obligation for the buyer to pay an initial portion of the total purchase price, typically at or before the closing of a transaction. This clause outlines the timing, method, and amount of the preliminary payment, which may be based on estimated values or agreed-upon calculations prior to final adjustments. Its core function is to ensure that the seller receives a portion of the purchase price upfront, facilitating the transaction process while allowing for later reconciliation if necessary.
POPULAR SAMPLE Copied 2 times
Payment of Preliminary Purchase Price. 5.2.1 Notwithstanding Purchasers' obligation to pay the Preliminary Purchase Price pursuant to Section 5.1, and notwithstanding any allocation of the Preliminary Purchase Price among the Purchasers or within Technitrol Group, actual payment of the Preliminary Purchase Price shall be made in accordance with a fund flow plan to be agreed upon by the Parties at least five (5) days prior to the Closing Date (the "Fund Flow Plan"). The Parties agree that the Fund Flow Plan and any purchase prices provided for in any of the transfer agreements referred to in Section 4.7.2(3), (4) and (14) shall constitute a payment allocation only which does not necessarily reflect a value relation of the shares and assets sold. In case of contradiction between the purchase price provisions in the agreements referenced in the foregoing sentence and allocations in the Fund Flow Plan, the latter shall prevail. The Preliminary Purchase Price as allocated in the Fund Flow Plan may be made by one or more Purchasers and may not only be effected by the Purchasers but also by Technitrol Inc., PA, USA or any company of the Technitrol Group as a "third party" within the meaning of Section 267 German Civil Code.
5.2.2 If the Headline Price is to be reduced by the Estimated Consolidated Working Capital Deficiency, the Parties shall agree on an allocation of this reduction in the Fund Flow Plan.
Payment of Preliminary Purchase Price. The Preliminary Purchase Price (after giving effect to the Deposit, which shall be delivered to Seller from the joint control account at the Deposit Bank in accordance with Section 1.04) shall be payable at the Closing in cash by wire transfer in accordance with such wire transfer instructions as Seller may deliver to Buyer at least two (2) Business Days prior to the Closing.
Payment of Preliminary Purchase Price. On the Closing Date, the Purchaser shall pay to the Seller the Enterprise Value (the "Preliminary Purchase Price") by wire transfer of immediately available funds into an account designated by the Seller.
Payment of Preliminary Purchase Price. Subject to applicable reimbursement credits to Buyer and Sellers for pro-rations identified in Section 2.05(d) below, Buyer agrees to pay or deliver the Preliminary Purchase Price at Closing as follows:
(i) The sum of: (A) $3,200,000, plus or minus (B) the Working Capital Adjustment Amount, plus (C) an amount equal to one-half (1/2) of the BWW Transfer Fees, minus (D) the Escrow Amount, shall be paid by wire transfer of immediately available funds into the account(s) designated in writing by Sellers (the “Closing Payment”);
(ii) The Escrow Amount shall be deposited by wire transfer of immediately available funds into an account designated by the Escrow Agent and shall be held for a period up to eighteen (18) months and distributed in accordance with the terms of the Escrow Agreement to satisfy (i) any adjustments to the Preliminary Purchase Price in favor of Buyer pursuant to Section 2.06(b); and (ii) any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees that are recoverable by the Buyer Indemnitees against Sellers pursuant to Article VIII.
Payment of Preliminary Purchase Price. The Preliminary Purchase Price shall have been paid to Seller in the manner described in Section 1.02 hereof.
Payment of Preliminary Purchase Price. At Closing, the Buyer Parties shall pay the Preliminary Purchase Price, by wire transfer of immediately available funds to the accounts and in the amounts designated in the Funds Flow Statement delivered at the Closing, as follows:
(1) an amount equal to ten percent (10.00%) of the Preliminary Purchase Price (the “Escrow Funds”) by wire transfer of immediately available funds to an account (the “Escrow Account”) designated in writing by the Escrow Agent pursuant to the Escrow Agreement and, except as otherwise provided for in the Escrow Agreement, such funds shall be held until disbursement in accordance with the terms of the Escrow Agreement. Each ▇▇▇▇▇▇▇▇ Party and Seller shall be entitled to receive its Pro Rata Percentage of any portion of the Escrow Account released following the Closing by the Escrow Agent for the benefit of the ▇▇▇▇▇▇▇▇ Parties and the Sellers;
(2) an amount equal to one million dollars ($1,000,000) by wire transfer of immediately available funds to an account established by the Sellers’ Representative (the “Sellers’ Representative Expense Account”). The Sellers’ Representative Expense Account shall be used to fund any expenses incurred by the Sellers’ Representative in the performance of its duties and obligations hereunder. The Sellers’ Representative Expense Account will be held by the Sellers’ Representative until such time as the Sellers’ Representative determines, in its sole discretion, that the ▇▇▇▇▇▇▇▇ Parties and the Sellers shall have no further material expenses to be incurred in connection with the transactions contemplated by this Agreement. Any portion of the Sellers’ Representative Expense Account remaining after such date shall be paid by the Sellers’ Representative to the ▇▇▇▇▇▇▇▇ Parties and the Sellers, with each ▇▇▇▇▇▇▇▇ Party or Seller, as applicable, receiving its Pro Rata Percentage of such remaining amounts;
(3) an amount equal to all Indebtedness of the Company Group;
(4) an amount equal to the Seller Party Transaction Expenses (minus the amounts paid in accordance with clause (6) below);
(5) an amount equal to the Aggregate Call Option Exercise Price to MFM Acquisition II Inc. and SCP/MFM II; and
(6) an amount equal to the Transaction Bonus Amounts payable pursuant to the agreements set forth on Schedule 2.2(C)(6) (each, a “Transaction Bonus Amount”); and
(7) the balance (i.e., the Preliminary Purchase Price minus the amounts paid in accordance with clauses (1)-(6) above), to each ▇▇▇▇▇▇▇▇ Party (other tha...
Payment of Preliminary Purchase Price. 4.1.4.1 As part of the Closing, Purchaser shall in accordance with Section 6.6 make a payment of the Preliminary Purchase Price. Such payment shall be made
(i) in the amount of EUR 6,000,000.00 (in words Euro six million) (the "ESCROW AMOUNT") to the Escrow Account (defined in Section 4.3.1);
(ii) eighty (80%) percent of the Preliminary Purchase Price allocable to Nimalux S.A. and Mr. Jacobs shall be paid via the delivery of Purchaser's Pro▇▇▇▇▇▇▇ ▇▇te (the "NOTES"); and
(iii) the balance of the Preliminary Purchase Price less the Escrow Amount and the amount of the Notes (the "INITIAL CASH PAYMENT AMOUNT") to Sellers' joint bank account (defined in Section 4.2.2).
4.1.4.2 A pro forma calculation of the Preliminary Purchase Price with good faith estimates of the Sellers as to the Closing Date Base Amount, Closing Date Debt, Closing Date Cash, Closing Date Non Useable Inventory, the Closing Date Capex Adjustment Amount and the Agreed Surplus is attached as EXHIBIT 4.1.4 containing a projection thereof as of October 31, 2005, and drawn up in accordance with the Accounting Principles.
Payment of Preliminary Purchase Price a) The Purchaser 1, 2 and 3 shall pay on the Closing Date (with the same value date) an amount of EUR 13,750,000 (in words: Euro thirteen million seven hundred fifty thousand) (which is hereinafter referred to as the “Escrow Amount”) as partial amount of the Preliminary Purchase Price, completely and unconditionally as well as free of any charges and costs by way of a wire transfer to the Escrow Account.
(i) Purchaser 2 shall in full satisfaction of EUR 27,500,000 of the Preliminary Purchase Price deliver to Seller a number of shares to be determined on the Closing Date pursuant to para. (iv) below of the common stock, par value USD 0.01 per share, of Purchaser 2 (“BGI Shares”) to Seller on the Closing Date by electronic delivery thereof to the bank account of Seller designated in § 3 (7) c) below. Seller shall give Purchaser 2 in writing at least five bank working days prior to the Closing Date all information necessary to effect electronic delivery of the BGI Shares to such account using The Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System. (ii) In the event the fair value of the BGI Shares on the Closing Date (the “Closing Date BGI Shares Value”) is greater than the amount of the purchase price to be allocated in accordance with Section 3 (2) of this Agreement with respect to the shares of M USA Inc., then the portion of - 12 - the BGI Shares having a value on the Closing Date in excess of that purchase price allocation amount shall be allocated towards the purchase of OM P AG by Purchaser 3; provided that in the event the Closing Date BGI Shares Value is greater than the aggregate amount of the purchase price to be allocated in accordance with Section 3 (2) of this Agreement with respect to the shares of M USA Inc. and OM P AG, then the portion of the BGI Shares having a value on the Closing Date in excess of that aggregate purchase price allocation amount shall be allocated towards the purchase of M Japan Co. Ltd. by Purchaser 3; and further provided that in the event the Closing Date BGI Shares Value is greater than the aggregate amount of the purchase price to be allocated in accordance with Section 3 (2) of this Agreement with respect to the shares of M USA Inc., OM P AG and M Japan Co. Ltd., then the portion of the BGI Shares having a value on the Closing Date in excess of of that aggregate purchase price allocation amount shall be allocated towards the purchase of M Hongkong Ltd. (iii) The BGI Shares have been (or will be ...
Payment of Preliminary Purchase Price. At the Effective Time, Purchaser shall pay the Preliminary Purchase Price, by wire transfer or delivery of other immediately available United States funds and in accordance with payment delivery or wire instructions delivered by ▇▇▇▇▇▇▇ to Purchaser not less than three (3) Business Days prior to the Closing Date, as follows:
(i) Purchaser shall pay, on behalf of the Companies, the amounts required to fully pay-off and discharge the Companies’ Indebtedness described in the Payoff Letter delivered by ▇▇▇▇▇▇▇ to Purchaser pursuant to Section 4.7 in accordance with the terms of the Payoff Letter;
(ii) Purchaser shall pay, on behalf of the Companies, any unpaid Transaction Expenses to the applicable payees;
(iii) Purchaser shall deliver the Escrow Amount to the Escrow Agent; and
(iv) Purchaser shall pay, or cause to be paid, to each Seller an amount equal to (A) the Preliminary Purchase Price multiplied by (B) the Pro Rata Share set forth opposite such Seller’s name on the Disbursement Schedule (each such amount, a “Unit Distribution Amount”).
Payment of Preliminary Purchase Price. The Preliminary Purchase Price, determined in accordance with Section 2.6 hereof, shall be payable by Purchaser to Seller at the Closing.