Purchase Price at Closing Sample Clauses

The 'Purchase Price at Closing' clause defines the total amount the buyer is required to pay to the seller at the time the transaction is finalized. This clause typically specifies the exact sum due, the form of payment (such as wire transfer or certified check), and the timing of the payment, which is usually on the closing date. By clearly stating the purchase price and payment terms, this clause ensures both parties understand their financial obligations and helps prevent disputes over payment at the closing of the transaction.
Purchase Price at Closing. (a) At the Closing, Buyer shall pay (or shall cause one or more of its Affiliates as Buyer may designate to pay), on behalf of Buyer and the Buyer Corporations, to Seller (or one or more of its Affiliates as Seller may designate), on behalf of Seller and the other Selling Corporations, an amount equal to U.S.$1,100,000,000 (the “Purchase Price”), which amount shall be adjusted pursuant to Section 2.2(c). The Purchase Price shall be paid in immediately available funds by wire transfer in accordance with written instructions given by Seller to Buyer not less than two (2) Business Days prior to the Closing or such later time as may be agreed by Seller and Buyer. Following the Closing, the Purchase Price shall be subject to further adjustment as provided for in Sections 2.3 and 2.4. (b) On or prior to the third (3rd) Business Day prior to the Closing Date, Seller shall prepare and deliver to Buyer a statement (the “Estimated Statement”) setting forth good faith estimates of the following amounts: (i) the Net Indebtedness as of the Closing Date (the “Estimated Net Indebtedness”), (ii) the Net Working Capital as of the Closing Date (the “Estimated Net Working Capital”), and (iii) the Net Funded Level as of the Closing Date (the “Estimated Net Funded Level”). The Estimated Statement shall be unaudited and, with respect to the Estimated Net Indebtedness, the Estimated Net Working Capital and the components thereof, prepared consistent with the Closing Account Principles. (c) The Purchase Price specified in Section 2.2(a) to be paid at the Closing shall be: (i) (A) increased, if the Estimated Net Indebtedness is a negative number, on a dollar-for-dollar basis by the amount equal to the absolute value of the Estimated Net Indebtedness or (B) decreased, if the Estimated Net Indebtedness is a positive number, on a dollar-for-dollar basis by the amount equal to the Estimated Net Indebtedness; (ii) (A) increased, if the Estimated Net Working Capital exceeds U.S.$135,000,000 (the “Net Working Capital Target”), on a dollar-for-dollar basis by the amount of such excess or (B) decreased, if the Estimated Net Working Capital is less than the Net Working Capital Target, on a dollar-for-dollar basis by the amount of such deficit; (iii) (A) increased, if the Estimated Net Funded Level is a negative number, on a dollar-for-dollar basis by the amount equal to the absolute value of the Estimated Net Funded Level or (B) decreased, if the Estimated Net Funded Level is a positive num...
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Purchase Price at Closing. 9 3.02 Earn Out....................................................10
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Purchase Price at Closing. (a) The purchase price paid by Buyer at Closing for the Company Interests (the “Preliminary Purchase Price”) shall be equal to the sum of the Estimated Purchase Price plus the Estimated Working Capital, each as shown on the closing worksheet on Schedule 2.02(a) (the “Preliminary Settlement Statement”), which shall be subject to adjustment after Closing in accordance with Section 2.03. (b) Buyer shall pay the Preliminary Purchase Price at Closing by wire transfer of immediately available funds to the account(s) set forth on Schedule 2.02(b).
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Purchase Price at Closing. At Closing, the Purchase Price of (pound)5,500,000, (the "Purchase Price") shall be paid by Kend▇▇ ▇▇ follows. Kend▇▇ ▇▇▇ll (i) pay to the Seller's Solicitors (pound)4,328,673 in cash ("Cash Closing Payment"), (ii) procure the allotment of 141,680 shares of Kend▇▇ ▇▇▇ernational Inc. common stock, no par value ("Kend▇▇ ▇▇▇res") to the Seller and the Shareholders in the proportions set forth in the schedule to the Subscription Agreement as set out in Schedule 3, (iii) procure the allotment of 97,066 Kend▇▇ ▇▇▇res to Fifth Third Bank, as escrow agent under the Escrow Agreement, and (iv) pay to Fifth Third Bank, as escrow agent under the Escrow Agreement, the sum of (pound)71,327 in cash. The Cash Closing Payment shall be paid to the Seller's Solicitors delivery to whom shall be a good discharge to Kend▇▇ ▇▇▇ shall not be obliged to see to the apportionment thereof as between the Seller and the Shareholders or any of them.
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Purchase Price at Closing. On the terms and subject to the conditions set forth in this Agreement, the purchase price for the Assets to be paid by the Purchaser at the Closing, in addition to the Purchaser’s assumption of the Assumed Liabilities, shall be $3,000,000 (the “Closing Purchase Price”). On the Closing Date, the Purchaser shall pay (or caused to be paid) the Closing Purchase Price to PRC Inc., which shall be paid by wire transfer of immediately available funds to the account set forth on Schedule 2.2(a). The Sellers and Parent acknowledge that the payment to be made pursuant to the foregoing sentence constitutes payment in full of the Closing Purchase Price. The Closing Purchase Price, together with the Earn-Out Amounts (as defined in Section 2.2(b)), hereinafter are referred to collectively as the “Purchase Price.”
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Purchase Price at Closing. (a) The purchase price for the New Avoca Membership Interests shall be Three Million Five Hundred Thousand and 00/100 Dollars ($3,500,000.00) (the "Purchase Price"), inclusive of working capital and inventory, which Purchase Price shall be paid by Buyer to Sellers at Closing in accordance with Section 3.01(b) hereof; provided, however, the Purchase Price shall be adjusted by the Parties at Closing for any payment due at Closing pursuant to Section 10.02. At the Closing, 25% of the Purchase Price shall be paid to Blue Dolphin and 75% of the Purchase Price shall be paid to WBI. (b) Payment of the Purchase Price shall be made by wire transfer of immediately available funds to a bank account(s) designated in writing by the respective Seller to Buyer.
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Purchase Price at Closing. As consideration for the Purchased Assets, Purchaser shall: (a) assume and pay, perform or otherwise discharge, as the same shall become due in accordance with their respective terms, all of the Assumed Liabilities; (b) at Closing, pay Twenty-Eight Million Dollars ($28,000,000) (the “Purchase Price”) by wire transfer of immediately available funds to the account or accounts designated by Seller;
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Related to Purchase Price at Closing

  • Payment at Closing The Borrower shall have paid (A) to the Administrative Agent, the Arranger and the Lenders the fees set forth or referenced in Section 5.3 and any other accrued and unpaid fees or commissions due hereunder, (B) all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent accrued and unpaid prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent) and (C) to any other Person such amount as may be due thereto in connection with the transactions contemplated hereby, including all taxes, fees and other charges in connection with the execution, delivery, recording, filing and registration of any of the Loan Documents.

  • Cash at Closing At Closing, Purchaser shall pay to Seller, by wire transferred current federal funds, an amount equal to the Purchase Price, minus the sum of the ▇▇▇▇▇▇▇ Money which Seller receives at Closing from the Escrowee, and plus or minus, as the case may require, the closing prorations and adjustments to be made pursuant to Section 4(C) below.

  • Purchase Price Closing (a) The total amount which the buying party shall pay the selling party in a purchase shall be the amount that the selling party would have received if the Company (i) sold the Property for an amount equal to the Buy-Sell Stated Value, (ii) satisfied the indebtedness of the Company specifically referred to in subsection (b) below (and no other liabilities) out of the sale proceeds and (iii) distributed the remaining balance to Administrative Agent and PACOP in accordance with their respective percentage ownership interests in the Company (i.e., 51%, in the case of PACOP, and up to 49%, in the case of Administrative Agent). (b) In determining the amount of the liabilities that the Company would pay pursuant to Subsection 2(a)(ii), it shall be assumed that the Company would satisfy (through payment of the full payoff amount), in order, the following liabilities in full (and no others): (i) the Secured Note, and (ii) any Mezzanine Loan Deficiency. As used in this Agreement “Mezzanine Loan Deficiency” shall be determined based upon the actual amount received (or bid or credited, as applicable) by Administrative Agent at a foreclosure sale under and in accordance with the Security Agreement on such Membership Interests as Administrative Agent may foreclose on expeditiously and without opposition; the full payoff amount of the loans evidenced by the Mezzanine Loan Agreement, less the amounts so received, bid or credited, as applicable, shall be the Mezzanine Loan Deficiency. In the event that Administrative Agent has not yet foreclosed on the Pledged Interests, the Mezzanine Loan Deficiency shall be an amount equal to the full outstanding amount of the Mezzanine Loan. Administrative Agent shall provide PACOP notice of such foreclosure sale as required by the New York Uniform Commercial Code. PACOP hereby fully waives any right to challenge the determination and calculation of such Mezzanine Loan Deficiency.

  • Purchase Price and Deposit 4.1 The total purchase price for all the Vessels is USD 342,000,000 (United States Dollars Three Hundred and Forty Two Million) (the “Purchase Price”). 4.2 The allocated purchase price for each of the Vessels is set out in Appendix 2 (each, an “Allocated Purchase Price”). 4.3 As security for the correct fulfilment of this Agreement Euronav shall pay on its own behalf and on behalf of the Acceding Buyers a deposit of 10% (ten per cent) of the Purchase Price, equal to USD 34,200,000 (United States Dollars Thirty Four Million Two Hundred Thousand) no later than 2 (two) Banking Days after the Effective Date (the “Deposit”). The Deposit shall be paid to the Escrow Bank no later than 2 (two) Banking Days after the Effective Date. This Deposit shall be placed as Escrow Funds with the Escrow Bank and held by it in an account in the name of the Sellers in accordance with the Escrow Agreement between the Sellers, the Buyers and the Escrow Bank attached hereto as Appendix 4 and the relevant part of the Deposit (being 10% (ten per cent) of the Allocated Purchase Price for that Vessel, each an “Allocated Deposit”) is to be released upon the Buyers and Sellers signing a protocol of delivery and acceptance in respect of that relevant Vessel or released as otherwise provided in this Agreement or the Escrow Agreement. Simultaneously with signing the protocol of delivery and acceptance the Sellers and the Buyers shall also be obliged to sign an Escrow Payment Letter under the Escrow Agreement thereby releasing the relevant Allocated Deposit. Interest on the Deposit, if any, shall be credited to the Buyers upon delivery of each Vessel by reference to the Allocated Deposit. Any fee charged for holding the Deposit shall be borne equally by the Sellers and the Buyers. 4.4 The remaining part of the Allocated Purchase Price (i.e. 90% (ninety per cent)) for a Vessel plus any other amount due under the relevant MOA shall be paid in full free of bank charges by way of conditional payments using SWIFT messages MT202 and MT199 to the Escrow Bank on delivery of the relevant Vessel or, subject to the consent of the Buyers’ financing bank, 1 (one) Banking Day prior to delivery. 4.5 When the Vessel is in every respect physically ready for delivery in accordance with the terms of the relevant MOA, the Sellers shall give the Buyers a written Notice of Readiness for delivery in accordance with the terms of this Agreement and the relevant MOA. The Buyers shall then take delivery of the Vessel promptly but not later than 3 (three) Banking Days after the date that the Notice of Readiness has been given. The Allocated Deposit shall be released from the Escrow Funds in accordance with Clause 4.3 and paid to the Sellers for the relevant Vessel, and the Buyers and Sellers shall jointly instruct the Escrow Bank to release this amount by sending the Escrow Payment Letter simultaneously with the release of the payment of the remainder of the Allocated Purchase Price by the Buyers. 4.6 The Allocated Purchase Price of each Vessel and any other amounts due from the Buyers to the Sellers under this Agreement or each MOA shall be paid by the Buyers to the Sellers in full without any set-off, counterclaim, deduction or withholding unless such right of set-off, counterclaim, deduction or withholding is specified in this Agreement or the MOA.

  • Purchase Price; Deposit (a) The purchase price for the Property is AND 00/100 DOLLARS ($ ) (the “Purchase Price”), payable as follows: (i) TEN PERCENT (10%) of the Purchase Price (which is equal to $ ) (the “Initial Deposit”, and together with the Additional Deposit (as hereinafter defined), if any and to the extent delivered by Purchaser, collectively, the “Deposit”) shall, within five (5) business days after the Effective Date, be deposited by Purchaser with the Title Company (as hereinafter defined), as escrow agent (in such capacity, the “Escrow Agent”) by wire transfer of immediately available funds. Failure by Purchaser to timely deliver the Deposit in accordance with this Section 2(a)(i) shall constitute a material default by Purchaser hereunder and Seller shall be entitled to terminate this Agreement by written notice to Purchaser. The Deposit shall be refundable to Purchaser only to the extent expressly set forth in this Agreement. The Deposit shall be held in a non-interest-bearing, federally-insured account by Escrow Agent in accordance with this Agreement pending the consummation of the Settlement (as defined below). At Settlement, the Deposit shall be paid to Seller on account of the Purchase Price and credited to Purchaser. The giving of the Deposit hereunder shall not be considered to be ▇▇▇▇▇▇▇ money. (ii) Subject to the prorations and adjustments set forth in this Agreement, the balance of the Purchase Price shall be paid to Seller at Settlement by wire transfer of immediately available federal funds. (b) If there is a dispute between Seller and Purchaser regarding whether the Deposit shall be returned to Purchaser or delivered to Seller, Escrow Agent shall have no obligation to either Seller or Purchaser with respect to the Deposit except to interplead (invoke a concursus of) the Deposit into an appropriate court of competent jurisdiction. Escrow Agent may act upon any instrument or other writing believed by Escrow Agent in good faith to be genuine and to be signed and presented by the proper person.