Payments of the Purchase Price Sample Clauses

The "Payments of the Purchase Price" clause defines how and when the buyer must pay the agreed-upon amount for the goods, services, or assets being acquired under the contract. It typically outlines the total purchase price, the schedule or milestones for payment (such as deposits, installments, or lump-sum payments), and acceptable payment methods. This clause ensures both parties have a clear understanding of the financial obligations and timing, reducing the risk of disputes over payment and facilitating smooth completion of the transaction.
Payments of the Purchase Price. The Purchaser shall pay to the Seller: (a) on the First Closing Date, the First Stake Purchase Price by means of BH Shares at the First BH Shares Price, the number of which shall be calculated using the Exchange Rate; (b) on the Second Closing Date, the Second Stake Purchase Price by means of no. 800,000 BH Shares; (c) on the Third Closing Date, the Third Stake Purchase Price in cash; and (d) on the Final Closing Date, the Final Stake Purchase Price, of which (i) EUR 500,000.00 to be paid in cash and (ii) EUR 500,000.00 to be paid in BH Shares at Final BH Shares Price, the number of which shall be calculated using the Exchange Rate.
Payments of the Purchase Price. Agility and Seller shall have received the payments specified in Section 2.3.
Payments of the Purchase Price. The Warrant shall be issued to the Seller at the Closing. Payments of the Earn-Out Amount shall be calculated and made quarterly, beginning with the quarter ended December 31, 2008, within 60 days of the end of the applicable quarter, subject to the provisions of this Section 2.3 and provided that the payment related to the quarter ended December 31, 2008 may be made within 150 days of the quarter end. Buyer shall pay Seller the Earn-Out Amount by electronic wire transfer in immediately available funds to an account designated in writing by the Seller. Buyer shall provide the Seller with a notice of the Earn-Out Amount for the applicable quarter, including adequate backup documentation, and the proposed Earn-Out Payment, if any, within 30 days after the end of such quarter. If the Seller does not object in writing within 30 days of the date of the notice (such notice of objection must contain the basis of the Seller’s objection), then the Earnout Amount payable to the applicable quarter, if any, shall be deemed agreed upon and shall be paid in accordance with this Section 2.3. If the Seller provides a notice of objection within 15 days, then the Buyer and the Seller shall endeavor to reach agreement within the 15 day period following the receipt by the Buyer of any notice of objection. If the parties are unable to reach agreement within such 15 day period, then the matter shall be submitted to the Independent Accountants for determination, which determination shall be final and binding on the parties. In connection with the resolution of any such dispute, each party shall pay its own fees and expenses, including, without limitation, its own legal, accounting and consulting fees and expenses. If the determination by the Independent Accountants results in an adjustment to an Earn-Out Amount more beneficial to the Seller in an amount that exceeds $10,000.00, then the cost and expense of the Independent Accounts shall be paid by the Buyer. If the determination by the Independent Accounts does not result in an adjustment to the Earn-Out Amount more beneficial to the Seller by an amount that exceeds $10,000.00, then the cost and expense of the Independent Accounts shall be paid by the Seller. For the purposes of this Section 2.3, Buyer shall, upon reasonable prior written notice, give Seller and its professional advisors, at Seller’s sole expense, access during normal business hours to the Company’s and the Buyer’s books and records related to the calculation of...
Payments of the Purchase Price. (a) The aggregate purchase price to be paid by the Company for the Purchased Stock shall be Ninety-Two Million Three Hundred Thousand Dollars ($92,300,000) (the “Purchase Price”), Forty-Six Million One Hundred Fifty Thousand Dollars ($46,150,000) of which will be payable to SCV and Forty-Six Million One Hundred Fifty Thousand Dollars ($46,150,000) of which will be payable to SCP. (b) Following the delivery of all the deliverables required by Section 2.3, the Purchase Price shall be paid on the Closing Date by the Company to Sellers as follows: (i) Thirty-Six Million Nine Hundred Twenty Thousand Dollars ($36,920,000) in cash (the “Cash Purchase Price”) shall be paid by Company to each Seller by wire transfer of immediately available funds to accounts designated by the Sellers; and (ii) an executed Promissory Note, in the form attached as Exhibit B hereto (the “Notes”), in the initial principal amount of Nine Million Two Hundred Thirty Thousand Dollars ($9,230,000), shall be delivered by Company to each Seller.
Payments of the Purchase Price. The Purchaser shall pay to the Seller: (a) on the First Closing Date, the First Stake Purchase Price by means of BH Shares at the First BH Shares Price, the number of which shall be calcu- lated using the Exchange Rate; (b) on the Second Closing Date, the Second Stake Purchase Price, of which (i) EUR 500,000.00 to be paid in cash and (ii) EUR 500,000.00 to be paid in BH Shares at Second BH Shares Price, the number of which shall be calculated using the Exchange Rate; and (c) on the Third Closing Date, the Third Stake Purchase Price, of which (i) EUR 500,000.00 to be paid in cash and (ii) EUR 500,000.00 to be paid in BH Shares at Third BH Shares Price, the number of which shall be calculated using the Exchange Rate.
Payments of the Purchase Price. The Monetary Portion of the Purchase Price shall be payable as follows: a. $21,750,000 adjusted by the Note Working Capital Adjustment, if any, shall be payable pursuant to a Subordinated Note in form and substance attached hereto as Attachment I (the "Subordinated Note Amount"); and b. the balance, adjusted by the Cash Working Capital Adjustment, shall be payable by wire transfer of immediately available funds (the "Cash Payment").
Payments of the Purchase Price. Any and all payments of the Purchase Price as set forth in Section 2.2(a) shall be made free and clear of and without deduction for any and all Taxes. If Buyer shall be required by applicable Law to deduct any such Taxes from or in respect of any such payment, then (i) such payment shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.2(c)) Seller shall receive an amount equal to the payment it would have received had no such deductions been made, (ii) Buyer shall make such deductions and (iii) Buyer shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable Law.
Payments of the Purchase Price 

Related to Payments 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.

  • Purchase Price Payments (a) On each Payment Date, on the terms and subject to the conditions of this Agreement, the Initial Purchaser shall pay to KBK the Purchase Price for the Receivables and Related Assets to be purchased on such day by (i) making a cash payment to or at the direction of KBK to the extent that the Initial Purchaser has cash available to make such payment pursuant to SECTION 3.3, and (ii) automatically increasing the principal amount outstanding under the Purchaser Note issued to KBK by the amount of the excess, if any, of the Purchase Price to be paid to KBK for such Receivables and Related Assets OVER the amount of any payment made on such day pursuant to CLAUSE (I) next above. (b) On each Payment Date, the Initial Purchaser shall reduce the Purchase Price payable to KBK for the Receivables and Related Assets that the Initial Purchaser is to purchase on such day by an amount (the "PURCHASE PRICE ADJUSTMENTS") equal to the difference between (i) the sum of (A) the Dilution Adjustment (as defined in SECTION 3.5(B)), if any, for the immediately preceding Business Day, PLUS (B) the Noncomplying Receivables Adjustment (as defined in SECTION 3.5(A)), if any, for the immediately preceding Business Day, MINUS (ii) the amount of any payments that the Initial Purchaser shall have received on the immediately preceding Business Day on account of Collections due with respect to Noncomplying Receivables that have been included in an Purchase Price Adjustment previously deducted or paid in accordance with this SECTION 3.1. (c) If the Purchase Price Adjustments on any Payment Date exceed the Purchase Price payable by the Initial Purchaser to KBK on such day, then the principal amount of the Purchaser Note shall be automatically reduced by the amount of such excess; PROVIDED, that if the Purchaser Note has been reduced to zero, then KBK shall pay to the Initial Purchaser in cash the amount of such Purchase Price Adjustments on the next succeeding Business Day; and PROVIDED FURTHER, HOWEVER, that at any time (y) when a Liquidation Event or Unmatured Liquidation Event exists or (z) on or after the Purchase Termination Date, the amount of any such credit shall be paid by KBK to the Initial Purchaser by deposit in immediately available funds into the Collection Account for application by Servicer to the same extent as if Collections of the applicable Receivable in such amount had actually been received on such date.

  • Purchase Price Payment The total Purchase Price for the Property is the amount of the successful bid for the parcel at public auction.

  • 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).

  • The Purchase Price If the sale of the Property is not subject to HST, Seller agrees to certify on or before (included in/in addition to) closing, that the sale of the Property is not subject to HST. Any HST on chattels, if applicable, is not included in the Purchase Price.