Purchase Price and Closing Date. The purchase price for the Assets shall be TWO MILLION NINE HUNDRED TWENTY FIVE THOUSAND DOLLARS AND 00/100 ($2,925,000.00), plus an amount equal to all joint interest billings, pre-billings and c▇▇▇ ▇▇▇▇s actua▇▇▇ ▇▇▇▇ by Seller after the Effective Date, for work done or actually performed pursuant to the Operating Agreement on and after the Effective Date and before the Closing Date, less any revenues (if any) attributable to the interest conveyed by Seller to Buyer as of the Closing Date, whether or not actually received by Seller as of the Closing Date ("Purchase Price"), adjusted as set forth in the post-closing adjustment. The sale shall be completed at the offices of Hammett & Taylor, 4140 Natio▇▇▇▇▇▇ Cen▇▇▇, ▇00 Louisiana St. Houston, Te▇▇▇, ▇▇▇▇▇, ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ agreed by Buyer and Seller, on or before October 31, 1997 (the "Closing Date"). At the closing, Seller shall deliver to Buyer a fully executed assignment and conveyance in the form attached hereto as Exhibit "F." The purchase price, less forty thousand dollars ($40,000) previously paid by Buyer to Seller, the receipt of which is hereby acknowledged, shall be paid to Seller as follows: TWO MILLION DOLLARS AND 00/100 ($2,000,000.00) at closing and the execution and delivery to Seller of Buyer's promissory note in the original principal sum of EIGHT HUNDRED EIGHTY FIVE THOUSAND DOLLARS AND 00/100 ($885,000.00), payable in full on January 31, 1998, in the form attached hereto as Exhibit "G" (the "Note"). The Note shall be secured by a security agreement in the form attached hereto as "H" and Buyer shall execute the UCC-1 Financing Statements attached hereto as Exhibit "I." Amounts due Seller representing the joint interest billings, pre-billings and c▇▇▇ ▇▇▇▇s as d▇▇▇▇▇▇▇▇ above shall be determined and paid as part of the post-closing adjustment. Payment of funds at closing shall be wire transfer unless otherwise agreed by the parties. Notwithstanding the above, however, should the percentage of interest actually conveyed to Buyer be less than the percentage of interest set out in paragraph 2, above, the Purchase Price shall be proportionately reduced.
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Purchase Price and Closing Date. A. The purchase price for of the Assets Property shall be TWO MILLION NINE HUNDRED TWENTY FIVE THOUSAND DOLLARS AND 00/100 Sixteen Million Dollars ($2,925,000.0016,000,000) (the “Purchase Price”).
B. The Purchase Price shall be paid as follows:
i. No later than five (5) business days following the first date upon which both Buyer and Seller have executed this Agreement (which first date of signing is defined herein as the “Effective Date”), plus an amount equal to all joint interest billingsBuyer shall deposit in escrow with First American Title Company, pre-billings and c▇▇▇▇ ▇▇▇▇s actua▇▇▇ ▇▇▇▇ by Seller after the Effective Date, for work done or actually performed pursuant to the Operating Agreement on and after the Effective Date and before the Closing Date, less any revenues (if any) attributable to the interest conveyed by Seller to Buyer as of the Closing Date, whether or not actually received by Seller as of the Closing Date ("Purchase Price"), adjusted as set forth in the post-closing adjustment. The sale shall be completed at the offices of Hammett & Taylor, 4140 Natio▇▇▇▇▇▇ Cen▇▇▇, ▇00 Louisiana St. Houston, Te▇▇▇, ▇▇▇▇▇, ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ agreed by Buyer and Seller, on or before October 31, 1997 (the "Closing Date"). At the closing, Seller shall deliver to Buyer a fully executed assignment and conveyance in the form attached hereto as Exhibit "F." The purchase price, less forty thousand dollars ($40,000) previously paid by Buyer to Seller, the receipt of which is hereby acknowledged, shall be paid to Seller as follows: TWO MILLION DOLLARS AND 00/100 ($2,000,000.00) at closing and the execution and delivery to Seller of Buyer's promissory note in the original principal sum of EIGHT HUNDRED EIGHTY FIVE THOUSAND DOLLARS AND 00/100 ($885,000.00), payable in full on January 31, 1998, in the form attached hereto as Exhibit "G" (the "Note"). The Note shall be secured by a security agreement in the form attached hereto as "H" and Buyer shall execute the UCC-1 Financing Statements attached hereto as Exhibit "I." Amounts due Seller representing the joint interest billings, pre-billings and c▇▇▇ ▇▇▇▇s as d, ▇▇▇▇▇▇▇▇▇▇ above ▇▇▇▇▇, Attn: ▇▇▇ ▇▇▇▇▇▇▇ (“Escrow Agent”), a deposit in the amount of Three Hundred Thousand Dollars ($300,000) (which deposit, plus any interest accrued thereon under this Agreement from time to time shall be determined referred to as the “Deposit”). The deposit shall be held in an interest-bearing account and paid as part interest accruing thereon shall be held for the account of Buyer. In the event the sale of the postProperty as contemplated hereunder is consummated, the Deposit shall be credited against the Purchase Price. Upon Buyer’s delivery of the Inspection Approval Notice (as hereafter defined), but subject to Section 5 and Section 6.B below and any other provisions hereunder expressly providing for the return of the Deposit to Buyer, the Deposit shall become non-closing adjustmentrefundable to Buyer.
ii. Payment Unless this agreement is sooner terminated as provided herein, upon Buyer’s delivery of the Inspection Approval Notice (as hereinafter defined), Buyer will, deposit an additional Four Hundred Fifty Thousand Dollars ($450,000) into escrow with the Escrow Agent (which deposit, plus any interest accrued thereon under this Agreement from time to time shall be referred to as the “Second Deposit” and, together with the Initial Deposit, shall be referred to as the “Deposit”). Upon delivery by Buyer to Escrow Agent, the Second Deposit, subject to Section 5 and Section 6.B. below and any other provisions hereunder expressly providing for the return of the Deposit to Buyer, shall become non-refundable to Buyer.
iii. The Purchase Price, reduced by the amount of the Deposits and subject to further adjustment for Closing costs and prorations and any withholding required by Federal, State or local taxation laws, shall be paid to Seller in immediately available funds at the closing of the purchase and sale as contemplated hereunder (the “Closing”). The Closing shall be wire transfer occur in the office of the Escrow Agent unless otherwise mutually agreed to by the parties. Notwithstanding the above, however, should the percentage of interest actually conveyed to Buyer be less than the percentage of interest set out in paragraph 2, above, the Purchase Price shall be proportionately reduced.
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Purchase Price and Closing Date. The purchase price for of the Assets Property shall be TWO MILLION NINE HUNDRED TWENTY FIVE THOUSAND DOLLARS AND 00/100 Thirteen Million Dollars ($2,925,000.0013,000,000) (the “Purchase Price”).
A. The Purchase Price shall be paid as follows:
i. No later than two (2) business days following the first date upon which both Buyer and Seller have executed this Agreement (which first date of signing is defined herein as the “Effective Date”), plus an amount equal to all joint interest billingsBuyer shall deposit in escrow with First American Title, pre-billings and c1▇▇▇ ▇▇. ▇▇▇▇▇▇ ▇▇▇▇s actua.,▇▇▇▇▇ ▇▇▇▇ by Seller after the Effective Date, for work done or actually performed pursuant to the Operating Agreement on and after the Effective Date and before the Closing Date, less any revenues (if any) attributable to the interest conveyed by Seller to Buyer as of the Closing Date, whether or not actually received by Seller as of the Closing Date ("Purchase Price"), adjusted as set forth in the post-closing adjustment. The sale shall be completed at the offices of Hammett & Taylor, 4140 Natio▇▇▇▇▇▇ Cen▇▇▇, ▇00 Louisiana St. Houston, Te▇▇▇, ▇▇▇▇▇, ▇▇ ▇▇▇▇ ▇▇, Attn: G▇▇▇ ▇▇▇▇▇, tel. (▇▇▇ ▇▇ agreed by Buyer and Seller, on or before October 31, 1997 (the "Closing Date"). At the closing, Seller shall deliver to Buyer a fully executed assignment and conveyance in the form attached hereto as Exhibit "F." The purchase price, less forty thousand dollars ($40,000) previously paid by Buyer to Seller, the receipt of which is hereby acknowledged, shall be paid to Seller as follows: TWO MILLION DOLLARS AND 00/100 ($2,000,000.00) at closing and the execution and delivery to Seller of Buyer's promissory note in the original principal sum of EIGHT HUNDRED EIGHTY FIVE THOUSAND DOLLARS AND 00/100 ($885,000.00), payable in full on January 31, 1998, in the form attached hereto as Exhibit "G" (the "Note"). The Note shall be secured by a security agreement in the form attached hereto as "H" and Buyer shall execute the UCC-1 Financing Statements attached hereto as Exhibit "I." Amounts due Seller representing the joint interest billings, pre-billings and c▇▇▇ ▇-▇▇▇▇s as d, fax: (▇▇▇)▇▇▇-▇▇▇▇, email: g▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇ above (“Escrow Agent”), a deposit in the amount of Five Hundred Thousand Dollars ($500,000) (which deposit, plus any interest accrued thereon under this Agreement from time to time shall be determined referred to as the “Deposit”). The deposit shall be held in an interest-bearing account and paid as part interest accruing thereon shall be held for the account of Buyer. In the event the sale of the postProperty as contemplated hereunder is consummated, the Deposit shall be credited against the Purchase Price. Upon Buyer’s delivery of the Inspection Approval Notice (as hereafter defined), but subject to Section 5 and Section 6.B below and any other provisions hereunder expressly providing for the return of the Deposit to Buyer, the Deposit shall become non-closing adjustmentrefundable to Buyer.
ii. Payment The Purchase Price, reduced by the amount of the Deposits and subject to further adjustment for Closing costs and prorations and any withholding required by Federal, State or local taxation laws, shall be paid to Seller in immediately available funds at the closing of the purchase and sale as contemplated hereunder (the “Closing”). The Closing shall be wire transfer occur in the office of the Escrow Agent unless otherwise mutually agreed to by the parties. Notwithstanding the above, however, should the percentage of interest actually conveyed to Buyer be less than the percentage of interest set out in paragraph 2, above, the Purchase Price shall be proportionately reduced.
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