Payments of Purchase Price Clause Samples
The Payments of Purchase Price clause defines the terms and procedures for how and when the buyer must pay the agreed-upon amount for goods, services, or assets being acquired. It typically outlines the payment schedule, acceptable methods of payment, and any conditions that must be met before payment is due, such as delivery or inspection of goods. This clause ensures both parties have a clear understanding of their financial obligations, reducing the risk of disputes over payment timing or method.
Payments of Purchase Price. 8 Section 4.03.
Payments of Purchase Price. The Company shall pay or cause to be paid for its account to the Trustee amounts equal to the amounts to be paid by the Trustee as the purchase price for such Bonds pursuant to Section 3.01 and Section 3.02 of the Indenture in respect of Outstanding Bonds, such amounts to be paid to the Trustee on the dates such payments are to be made pursuant to Section 3.01 and Section 3.02 of the Indenture; provided, however, that the obligation of the Company to make any such payment hereunder shall be reduced by the amount of any moneys held by the Trustee under the Indenture and available for such payment.
Payments of Purchase Price. (a) At the Closing, the Purchase Price, less any amount of the E▇▇▇▇▇▇ Money paid to Seller, shall be paid to Seller by wire transfer of immediately available funds.
(b) The Purchase Price shall be adjusted by the Adjustment Amount in accordance with Section 2.7 and Article XI (if applicable).
Payments of Purchase Price. (a) The Company shall pay or cause to be paid for its account to the Trustee amounts equal to the amounts to be paid by the Trustee as the purchase price for such Bonds pursuant to Section 3.01 and Section 3.02 of the Indenture in respect of Outstanding Bonds, such amounts to be paid to the Trustee on the dates such payments are to be made pursuant to Section 3.01 and Section 3.02 of the Indenture; provided, however, that the obligation of the Company to make any such payment hereunder shall be reduced by the amount of any moneys held by the Trustee under the Indenture and available for such payment.
(b) From the date of delivery of the Credit Facility to and including the Bond Payment Date next preceding a Change of Credit Facility, the Company shall provide for the payment of the amounts to be paid by the Trustee pursuant to Section 3.01 and Section 3.02 of the Indenture by the delivery of the Credit Facility to the Trustee. The Company hereby irrevocably authorizes and directs the Trustee to draw moneys under the Credit Facility in accordance with the provisions of the Indenture and the Credit Facility to obtain the moneys necessary to pay the purchase price for Bonds payable under Section 3.01 and Section 3.02 of the Indenture if and when due.
Payments of Purchase Price. (a) The Company shall pay or cause to be paid for its account to the Trustee amounts equal to the amounts to be paid by the Trustee as the purchase price for such Bonds pursuant to Section 3.01 and Section 3.02 of the Indenture in respect of Outstanding Bonds, such amounts to be paid to the Trustee on the dates such payments are to be made pursuant to Section 3.01 and Section 3.02 of the Indenture; provided, however, that the obligation of the Company to make any such payment hereunder shall be reduced by the amount of any moneys held by the Trustee under the Indenture and available for such payment.
(b) The Company may provide for the payment of the amounts to be paid by the Trustee pursuant to Section 3.01 and Section
Payments of Purchase Price. The Purchase Price will be paid by Buyer as follows:
(i) At the Closing,
(A) $300,000, subject to adjustment as set forth in Section 1.3 herein, in cash divided evenly among the Sellers in accordance with their pro rata ownership of the Securities set forth on Schedule1.2 hereto.
(B) 300,000 shares of Buyer Common Stock (the “Closing Shares”) shall be issued to the Sellers in accordance with their pro rata ownership of the Securities set forth on Schedule 1.2 hereto. The Buyer Common Stock shall be delivered to the Sellers on the Closing Date and shall be subject to a one-year lock-up regarding the sale, transfer, conveyance or hypothecation of such Shares, in accordance with the provisions set forth in the Lock-up Agreement set forth as Exhibit 2.2 hereto.
(ii) Up to 300,000 restricted shares of Buyer Common Stock (the “Earnout Shares”) and up to $650,000 in cash (the “Earnout Cash”, and together with the Earnout Shares, the “Earnout Consideration”) payable in accordance with and subject to the satisfaction of the terms set forth in Section 2.2(b)(iii). Any Earnout Shares issued in accordance with Section 2.2(b)(iii) shall be subject to a one-year lock-up regarding the sale, transfer, conveyance or hypothecation, in accordance with the provisions set forth in the Lock-up Agreement set forth as Exhibit 2.2 hereto.
Payments of Purchase Price i) The deposit shall be paid on or before the signing of this contract to the Seller’s Solicitor who will hold the deposit as stakeholders
ii) Subject to the Seller paying to the Buyer the first tranche of grant monies received by the Greater London Authority amounting to £297,000, comprising £78,750 of Building the Pipeline grant funding and £218,250 of the Mayor’s Care and Support Specialised Housing Fund, at the start of the Works under the Building Contract the Buyer shall pay to the Seller a 10% deposit of the Purchase Price
iii) The Buyer performing all its obligations under the Greater London Authority grant conditions so that the second tranche of grant monies are received the Seller shall pay to the Buyer the grant monies amounting to £244,500, comprising £26,250 of Building the Pipeline grant funding and £218,250 of Mayor’s Care and Support Specialised Housing Fund, on the Practicable Completion Date and the Buyer shall pay to the Seller the balance of the Purchase Price on the Completion Date subject to that if the grant monies amounting to £244,500 are not received from The Greater London Authority due to the Buyer failing to perform its obligations under the Greater London Authority terms and conditions then the Buyer shall pay to the Seller the balance of the Purchase Price including the second tranche monies amounting to £244,500
Payments of Purchase Price. At the Closing, Buyer shall make the following payments:
(i) the Final Payoff Amount to the Company Creditors in accordance with the Payoff Letter;
(ii) Two Million Dollars ($2,000,000.00) (the “Escrow Amount”) deposited by Buyer in an escrow account designated by the Escrow Agent (the “Escrow Account”) to be held in and disbursed from the Escrow Account in accordance with the terms of the Escrow Agreement, which amount shall be subject to reduction for indemnity claims in accordance with Section 10.2 and the Escrow Agreement; and
(iii) Fifty-Two Million, Five Hundred Thousand Dollars ($52,500,000.00) minus the Final Payoff Amount, to Seller.
Payments of Purchase Price. The Subscribers will pay the Purchase Price for the Note and Warrants by surrender to the Company of the First Common Stock and First Warrants, which will be deposited with the Escrow Agent identified in the Escrow Agreement and held pursuant to the Escrow Agreement which surrender shall be the entire payment required to be made by the Subscribers. The Subscribers acknowledge and agree that provided a Closing under this Agreement occurs then the Subscriber and their affiliates shall release Company (a) from any other obligation to pay additional First Liquidated Damages pursuant to Section 11.4 of the First Subscription Agreement and Section 9 of each of the First Warrants; and (b) from any claims they may have against Company in connection with the transactions contemplated by the First Subscription Agreement, as set forth in Section 13. Each of the Subscribers and the Company, by execution of this Agreement, hereby irrevocably releases the other party from any claim or potential claim such party may have presently or in the future arising from the First Subscription Agreement, First Warrants or any state of facts extant prior to the Closing Date to the extent described in Section 13 hereof.
Payments of Purchase Price. As full consideration for the Purchased Assets, JDS shall pay or cause to be paid to Synthon the following separate and distinct payments which together constitute the Purchase Price (the “Purchase Price”):
(a) US $10,000,000, subject to adjustment as set forth in Sections 3.2 and 3.3 below, to be paid by wire transfer of immediately available funds on the Closing Date to an account designated by Synthon in writing;
(b) US $2,000,000 on each of December 31, 2007 and December 31, 2008 plus (i) $1,000,000 if Net Sales during the calendar year ending on the date of such payment equal or exceed US $7,000,000 but are less than US $8,000,000 or (ii) $2,000,000 if Net Sales during the calendar year ending on the date of such payment equal or exceed US $8,000,000. Any additional payment pursuant to subclauses (i) or (ii) of this Section shall be paid by wire transfer on the last business day of the first calendar quarter of the year immediately following the calendar year in respect of which such payment became due. At the Closing, JDS and Synthon will execute and deliver a security agreement in substantially the form and substance as annexed hereto as Exhibit B (the “Security Agreement”) pursuant to which JDS will provide collateral security to Synthon for the payments contemplated by this subsection (b) in accordance with the terms and conditions therein set forth. JDS reserves the right to prepay all or any portion of the Purchase Price provided by this Section 3.1(b) at any time on or after the Closing. The parties agree that any such prepayment will be discounted at a rate of 9.75% per annum from the original due date of the payment to the date of payment prepaid based on the number of days in such period, determined in the inverse order of maturity. Notwithstanding the foregoing, any prepayment which does not include payment with respect to amounts which may become due pursuant to subclauses (i) or (ii) above will not discharge the obligation to make any such payments as they otherwise become due and payable;
(c) US $1,250,000, payable with respect to each of the first two calendar years, if any, from 2007 through 2017, inclusive, as to which annual Net Sales equal or exceed US $10,000,000. Each such payment shall be paid by wire transfer on the last business day of the first calendar quarter of the year immediately following the calendar year in respect of which such payment became due. In the event one or both of the payments provided by this subsection do...