Payment of Purchase Price Sample Clauses

Payment of Purchase Price. The Purchase Price shall be paid as follows:

Payment of Purchase Price. Participant has previously paid Lender the sum of $8,405,785.64 for the purchase of its undivided Participation in the Shared Committed Amount. The foregoing purchase price represents Participant's Participation Percentage in the outstanding principal balance under the Shared Committed Amount as of the date of the Original Participation Agreement, less Participant's Participation Percentage in origination fees of $150,000 paid by Borrowers prior to the date of the Original Participation Agreement with respect to the Shared Committed Amount. During each calendar month during the term of this Agreement, Lender shall fund all Shared Committed Advances for the accounts of both Lender and Participant; provided, however, that Participant shall be obligated to remit to Lender Participant's Participation Percentage in such Shared Committed Advances in accordance with this Section 2. If during any calendar month the aggregate Shared Committed Advances exceed the aggregate repayments of principal with respect to the Participation Loan by $1,000,000.00 or more, Participant shall deliver immediately available funds to Lender no later than five (5) business days after the delivery of the monthly accounting required under Section 9 (or such other date, as mutually agreed by Lender and Participant) in an amount equal to fifty percent (50%) of the total amount of the net Shared Committed Advance paid by Lender during such month. If during any calendar month the aggregate Shared Committed Advances exceed the aggregate repayments of principal with respect to the Participation Loan, but by less than $1,000,000.00, such net Shared Committed Advances shall be carried over to the following month or months until they equal or exceed $1,000,000.00 at the end of any month, at which time Participant shall deliver to Lender Participant's share of such net Shared Committed Advances in accordance with the procedure set forth above. Participant shall remit the purchase price for its Participation in the Shared Committed Amount (including any Shared Committed Advance) by wire transfer, in accordance with the following wire instructions: Bank: Bank One - Michigan ABA #072000326 For Credit to Sun Operating Communities Operating ▇▇▇▇▇▇▇ ▇artnership Account #1530503 Participant's Participation under this Agreement wi▇▇ ▇▇▇▇ect to the Shared Committed Amount under the Line of Credit Note or any Shared Committed Advances shall be effective as of the day the purchase price for such Participati...

Payment of Purchase Price. The Purchase Price shall be payable in cash at the Closing.

Payment of Purchase Price. (A) At the Closing, Buyer will pay to DBI, as consideration for the issuance of the Preferred Shares, an estimate of the Purchase Price (the "Estimated Purchase Price"), determined by estimating the Working Capital Adjustment based upon DBI's records. (B) Within sixty days after the Closing, DBI shall deliver to Buyer and Shareholders Representative (as defined herein), a calculation of the Purchase Price using the actual Working Capital Adjustment but no other changes to the Estimated Purchase Price. Within thirty days after delivery of such calculation, Buyer or Shareholders Representative may assert that the calculations delivered by DBI are inaccurate and specify the amount of and the basis for the inaccuracy (the "Disputed Amount") in a written notice delivered to DBI and the other party. During such thirty-day period, and thereafter until the Closing Statement (as defined below) is acknowledged by Buyer and Shareholders Representative, Shareholders Representative and Buyer and their respective agents and advisors shall have full access to all records applicable to the determination of the Working Capital Adjustment. If neither Buyer nor Shareholders Representative delivers such written assertion to DBI within such thirty days, Buyer and Shareholders shall be conclusively presumed to agree to DBI's calculation. (C) If either Buyer or Shareholders Representative delivers such written assertion to DBI within such thirty day period, Buyer and Shareholders Representative shall negotiate in good faith with respect to the Disputed Amount and if they are unable to reach agreement within thirty days after delivery of Buyer's or Shareholders Representative's assertion, the dispute shall be settled by submitting such dispute to Ernst & Young LLP (the "Accountants"), with a direction to deliver Accountant's determination within thirty days of such submission. The decision of Accountants as to the Purchase Price shall be final and binding on the parties. Buyer and the Shareholders shall each pay one-half of the costs of Accountants. The final Purchase Price as adjusted in accordance with this Section, will be reflected on a final statement acknowledged by Buyer and Shareholders Representative (the "Closing Statement"). (D) Within ten (10) business days following the final determination of the Working Capital Adjustment in accordance with the provisions of this Section: (1) if the actual Purchase Price exceeds the Estimated Purchase Price, DBI will pay the amount ...

Payment of Purchase Price. The Investors shall have delivered the purchase price specified in Section 1.2.

Payment of Purchase Price. At the Closing, Buyers shall deliver to Seller a certificate or certificates representing the Purchase Price Shares duly endorsed to Seller, which delivery shall vest Seller with good and marketable title to the Purchase Price Shares, free and clear of all liens and encumbrances.

Payment of Purchase Price. (a) The Purchase Price for any Collateral related to Schedule 1 acquired by the Buyer from the Closing Date Seller on the Closing Date pursuant to this Agreement shall be paid by issuance of certain Subordinated Notes by the Buyer to the Closing Date Seller and by subsequent transfer of such Subordinated Notes from the Closing Date Seller to the Seller’s wholly-owned subsidiary as directed by the Seller. (b) The Seller, in connection with each Purchase hereunder relating to any Collateral, shall be deemed to have certified, and hereby does certify, with respect to the Collateral to be purchased by the Buyer on such day, that its representations and warranties contained in Article IV are true and correct on and as of such day, with the same effect as though made on and as of such day. (c) Upon the payment of the Purchase Price for any Purchase, title to the Collateral included in such Purchase shall vest initially in the Closing Date Seller and then in the Buyer as provided herein, whether or not the conditions precedent to such Purchase and the other covenants and agreements contained herein were in fact satisfied; provided that the Closing Date Seller and the Buyer, as applicable, shall not be deemed to have waived any claim it may have under this Agreement for the failure by the Seller or the Closing Date Seller, as applicable, in fact to satisfy any such condition precedent, covenant or agreement. (d) Collateral Obligations may be purchased or acquired by the Buyer from the Seller or any of its Affiliates hereunder only if (i) the terms and conditions thereof are no less favorable to the Buyer than the terms it would obtain in a comparable, timely purchase or acquisition with a non-Affiliate and (ii) the transactions are effected in accordance with all applicable laws.

Payment of Purchase Price. The Purchase Price shall be paid to Seller by Buyer as follows:

Payment of Purchase Price. (a) The price to be paid by Buyer for the Purchased Assets at the Closing shall be $117,500,000 (the "Purchase Price") minus (i) the Deposit (together with any interest earned thereon) and (ii) $10,000,000 (the "Retention Amount"), which Retention Amount shall be held by Buyer and reduced and/or paid in accordance with Section 1.05(c). On the date of entry of the Approval Order (as defined below) by the Bankruptcy Court, as evidence of its good faith, Buyer shall deposit $4,700,000 (together with the $300,000 previously delivered to Seller, the "Deposit") in escrow with an escrow agent selected by the parties (the "Escrow Agent") pursuant to an agreement substantially in the form set forth as Exhibit A hereto (the "Deposit Escrow Agreement"). The Deposit Escrow Agreement shall provide, among other things, for the Deposit to be held in escrow until the earlier of the Closing or the termination of this Agreement and released as follows: (A) upon Closing, the Deposit and all interest earned thereon shall be released by the Escrow Agent to Seller in order to partially fund the acquisition of the Purchased Assets, (B) in the event of a termination of this Agreement by Seller pursuant to Section 8.01(c), the Deposit and all interest earned thereon shall be released by the escrow agent to Seller as liquidated damages, which liquidated damages shall be the sole and exclusive remedy of Seller as a result of such termination or (C) in the event of any other termination of this Agreement, the Deposit and all interest earned thereon shall be released by the Escrow Agent to Buyer. (b) Of the Purchase Price, $10,000,000 (the "Accounts Receivable/Inventory Holdback Amount") shall be deposited into escrow pursuant to an agreement substantially in the form set forth as Exhibit B hereto (the "Post Closing Escrow Agreement") which Buyer, Seller and the Escrow Agent shall enter into at the Closing. The Post Closing Escrow Agreement shall provide, among other things, for the Accounts Receivable/Inventory Holdback Amount to be deposited in escrow with the Escrow Agent for the period commencing on the Closing Date and ending on the later of (i) ninety (90) days following the Closing and (ii) fifteen (15) days following the resolution of any dispute relating to the Audit (as defined below). The Accounts Receivable/Inventory Holdback Amount shall be used to satisfy (x) any Estimated Adjustment Amount pursuant to subsection 1.04(e); (y) any Downward Adjustment Amount owed to Buyer ...