Purchase Price; Closing Deliveries Clause Samples

Purchase Price; Closing Deliveries. In addition to the assignment and transfer of the Assets in accordance with Section 1.1 herein, and the assumption of the Assumed Liabilities in accordance with Section 1.3 herein, the parties further agree as follows:
View SourceView Similar (3)
Purchase Price; Closing Deliveries. (a) Green Tree Software hereby agrees to sells to Titan, and Titan hereby agrees to purchase from Green Tree Software 49% of the Software (the “Transaction”). The purchase price for the Software shall be 14,700,000 shares of Titan (representing 49% of the issued and outstanding shares of Titan on the date hereof after all of the transactions contemplated herein (the “Shares”), and $54,000 (the “Cash Payment”), which shall be paid out of Titan’s Cash (as defined below). The closing of the Transaction (the “Closing”) shall occur simultaneous with the execution and delivery of this Agreement by all the parties hereto (the “Closing Date”). (b) On the Closing Date (i) Titan shall issue to Green Tree Software a stock certificate evidencing the Shares and deliver the Cash Payment, (ii) Sellers shall execute the Assignment of Intellectual Property substantially in the form attached as Exhibit A annexed hereto (the “Assignment”), (iii) the parties shall exchange cross-receipts acknowledging their respective receipt of items (i) and (ii), and (iv) the parties shall execute and deliver such other documents and instruments reasonably necessary to effectuate the Transaction.
View SourceView Similar (2)
Purchase Price; Closing Deliveries. (a) The Investor hereby purchases all the Shares for an aggregate purchase price of $3,600.00. (b) Simultaneous with the execution and delivery of this Agreement, (i) Investor shall pay Seller said purchase price, in cash or cashiers’ or bank check or wire transfer to an account designated by Seller and (ii) the Seller shall deliver or cause to be delivered to Investor the stock certificates evidencing the Shares, duly endorsed in blank or accompanied by stock powers duly executed in blank, in proper form for transfer and with all required stock transfer tax stamps affixed.
View Source
Purchase Price; Closing Deliveries. (a) The purchase price for the Shares shall be ten dollars ($10). (b) Simultaneous with the execution and delivery of this Agreement, (a) the Investor shall deliver to the Seller (i) the Release in the form attached hereto and (ii) a resignation letter dated as of the date hereof and (b) if there are stock certificates representing the Shares, the Seller shall deliver or cause to be deliver the stock certificates evidencing the Shares, duly endorsed in blank or accompanied by stock powers duly executed in blank, in proper form for transfer.
View Source
Purchase Price; Closing Deliveries. At the Closing, the ---------------------------------- parties shall make the following deliveries:
View Source
Purchase Price; Closing Deliveries. (a) The purchase price for each Share shall be 20 cents ($0.20), for a total aggregate purchase price of $400,000 (the "Purchase Price"). (b) At the closing of the transactions contemplated by this Agreement (the "Closing"), Friedman shall receive th▇ ▇▇▇ ▇▇tal of $250,000 and Navon shall receive the sum total of $150,000 from each Buyer in the amount indicated next to his respective name on Schedule A annexed hereto. (c) At the Closing, Seller shall deliver or cause to be delivered to Buyer or a representative duly appointed by Buyer: (i) the stock certificates evidencing the Shares, duly endorsed in blank or accompanied by stock powers duly executed in blank, in proper form for transfer; (ii) a resignation letter from Navon, indicating her resignation as President, CEO, treasurer and secretary and a director of the Company; and (iii) a shareholders' list, dated no later than one business day prior to the date of the Closing, including names and addresses of each shareholder, certificate numbers and issue dates, including without limitation evidence that the Company took all actions necessary to cancel 1,250,000 shares owned by Friedman and 1,750,000 sh▇▇▇▇ ▇▇▇ed by Navon.
View Source
Purchase Price; Closing Deliveries. (a) The purchase price for the Shares shall be Three Hundred Thousand Dollars ($300,000). (b) Simultaneous with the execution and delivery of this Agreement, (i) Purchaser shall pay Seller said purchase price, by execution and delivery of the Note attached hereto as Exhibit A. As the Company did not issue certificates representing Shares, the execution and delivery of this Agreement shall effectuate the transfer of the Shares from Seller to Purchaser.
View Source
Purchase Price; Closing Deliveries. (a) The purchase price for the 500,000 Shares shall be $50,000 (the "Purchase Price"). (b) Simultaneous with the execution and delivery of this Agreement, (y) each Buyer shall execute the Note attached hereto as Exhibit B to each Seller. Each Note shall be secured by 200,000 shares of the company currently trading under the symbol "AMZB", and (z) Seller shall deliver or cause to be delivered to Buyer: (i) the stock certificates evidencing the Shares, duly endorsed in blank or accompanied by stock powers duly executed in blank, in proper form for transfer; (ii) resignation letter from Wiegand, the sole director and of▇▇▇▇▇ of the Company; (iii) a shareholders' list, dated no later than 2 business days prior to the date hereof, including names and addresses of each shareholder, certificate numbers and issue dates; (iv) a legal opinion, in form satisfactory to Buyer, opining that the Shares can be freely sold without any restrictions or filings under federal and state securities laws and contractual provisions and any matters deemed appropriate by Buyer; and (v) a Lock-Up Agreement, fully executed by each Seller, and a lock up agreement in the form annexed hereto as Exhibit C, fully executed by Corporate Management Services, Inc.
View Source
Purchase Price; Closing Deliveries 
View SourceView Similar (8)

Related to Purchase Price; Closing Deliveries

  • 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.

  • Purchaser Closing Deliveries No later than 1 Business Day prior to the Closing Date (except for the balance of the Purchase Price which is to be delivered at the time specified in Section 2.2.4), Purchaser shall deliver to the Escrow Agent (for disbursement to Seller upon the Closing) the following items with respect to the Property being conveyed at such Closing: 5.3.1 The full Purchase Price (with credit for the Deposit), plus or minus the adjustments or prorations required by this Contract. 5.3.2 A title affidavit (or at Purchaser's option an indemnity) pertaining to Purchaser's activity on the Property prior to Closing, in the customary form reasonably acceptable to Purchaser, to enable Title Insurer to delete the standard exceptions to the title insurance policy set forth in this Contract (other than matters constituting any Permitted Exceptions and matters which are to be completed or performed post-Closing) to be issued pursuant to the Title Commitment; provided that such affidavit does not subject Purchaser to any greater liability, or impose any additional obligations, other than as set forth in this Contract. 5.3.3 Any declaration or other statement which may be required to be submitted to the local assessor with respect to the terms of the sale of the Property. 5.3.4 A closing statement executed by Purchaser. 5.3.5 A countersigned counterpart of the General Assignment. 5.3.6 A countersigned counterpart of the Leases Assignment. 5.3.7 Notification letters to all Tenants prepared and executed by Purchaser in the form attached hereto as Exhibit G. 5.3.8 The Vendor Terminations (Purchaser shall be solely responsible for identifying each of the Terminated Contracts (subject to the terms and conditions of Section 3.6) and addressing and preparing each of the Vendor Terminations for execution by Purchaser and Seller). 5.3.9 Any cancellation fees or penalties due to any vendor under any Terminated Contract as a result of the termination thereof. 5.3.10 Resolutions, certificates of good standing, and such other organizational documents as Title Insurer shall reasonably require evidencing Purchaser's authority to consummate this transaction.

  • Purchaser’s Closing Deliveries Purchaser shall obtain or execute and deliver to Seller at Closing the following documents, all of which shall be duly executed, acknowledged and notarized where required:

  • Closing Closing Deliveries (a) The closing of the Transaction (the “Closing”) shall take place at the offices of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇, P.C., ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, at 10:00 a.m. local time on the date hereof, or at such other place, date and time as Sellers and Purchaser may agree. All deliveries to be made or other actions to be taken at the Closing shall be deemed to occur simultaneously, and no such delivery or action shall be deemed complete until all such deliveries and actions have been completed. The date and time at which the Closing actually occurs is referred to herein as the “Closing Date”. (b) At the Closing, each Seller will deliver, or cause to be delivered, to Purchaser the following: (i) the aggregate number of Shares owned by such Seller on the Closing Date and set forth opposite such Seller’s name on Schedule A, evidenced by a stock certificate or stock certificates, duly endorsed for transfer by delivery or accompanied by stock powers duly executed in blank (in each case, if requested by Purchaser, with signatures thereon duly guaranteed or notarized) and any other documents that are necessary to transfer to Purchaser good and marketable title to all such Shares free and clear of all Liens; and (ii) all other instruments, agreements, certificates and documents required to be delivered by such Seller at or prior to the Closing Date pursuant to this Agreement. (c) At the Closing, Purchaser will deliver, or cause to be delivered, the following to each Seller: (i) the amount set forth opposite each Seller’s name on Schedule A by wire transfer of immediately available funds to an account designated in writing by each such Seller; and (ii) all other instruments, agreements, certificates and documents required to be delivered by Purchaser at or prior to the Closing Date pursuant to this Agreement.

  • Buyer Closing Deliveries At the Closing, Buyer shall deliver or cause to be delivered the following: