Purchase Price; Deposit Sample Clauses
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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.
Purchase Price; Deposit. (a) The purchase price to be paid by Purchaser to Seller for the Property (the “Purchase Price”) is SIXTY ONE MILLION SEVEN HUNDRED FIFTY THOUSAND and 00/100 DOLLARS ($61,750,000.00) subject to apportionment as provided in Section 8 below, which shall be payable as follows:
(i) Within one (1) Business Day of the Effective Date, Purchaser shall deliver to Commonwealth Land Title Insurance Company c/o LandAmerica Commercial Settlements, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇ Attn: ▇▇▇▇▇ ▇▇▇▇, as escrow agent (the “Escrow Agent”), the sum of TWO MILLION FIVE HUNDRED THOUSAND and 00/100 DOLLARS ($ 2,500,000.00) (the “Deposit”), by wire transfer of immediately available funds to the Escrow Account (defined below). It shall be a condition precedent to the effectiveness of this Agreement that Purchaser shall have delivered the Deposit to the Escrow Agent on the date hereof.
(ii) At Closing, subject to and in accordance with the terms of this Agreement, (A) the Deposit shall be paid to Seller by Escrow Agent, and (B) Purchaser shall deliver the balance of the Purchase Price (i.e., the Purchase Price less the Deposit and the Income) to Seller, as adjusted, if necessary, pursuant to Section 8 hereof.
(b) The Deposit and the Income (defined below) shall be held by Escrow Agent for the account of Seller and disbursed in accordance with the terms and conditions of Section 5 hereof. Purchaser hereby acknowledges and agrees that the Deposit and the Income held by Escrow Agent do not and shall not constitute property of the estate of Purchaser within the meaning of section 541 of title 11 of the United States Code, or substantially similar provisions of state law (the “Bankruptcy Code”), and Purchaser’s interest in such Deposit and the Income is limited to the right to have the Deposit and the Income returned if and when the conditions for the return of the Deposit and the Income to Purchaser are satisfied as set forth herein. Purchaser hereby acknowledges and agrees that (i) the proper giving of notice by Seller to release the Deposit and the Income as provided hereunder and/or (ii) the proper release of the Deposit and the Income to Seller shall not be a violation of any provision of the Bankruptcy Code, including, without limitation, section 362 of the Bankruptcy Code, or require the approval of any court with jurisdiction over any case in which Purchaser or any affiliate of Purchaser is a debtor. Purchaser hereby waives any provision of the Bankruptcy Code nec...
Purchase Price; Deposit. The purchase price (the “Purchase Price”) to be paid by Purchaser to Seller at the Closing shall be Fifty-Six Million Five Hundred Thousand Dollars ($56,500,000), subject to the prorations and adjustments as provided in this Agreement. Seller and Purchaser agree that the Purchase Price shall be allocated among (i) the Unit and the Improvements, and (ii) the Personal Property (and the classes thereof) (the “Allocation”) as set forth in Exhibit X attached hereto. Purchaser and Seller shall (i) cooperate in the filing of any forms (including Form 8594 under Section 1060 of the Code) with the Allocation, including any amendments to such forms required pursuant to this Agreement with respect to any adjustment to the Purchase Price, and (ii) shall file all federal, state and local income tax returns and related tax documents consistent with the Allocation, as the same may be adjusted pursuant to any provisions of this Agreement. Notwithstanding the foregoing, in the event that the Franchisor includes the Key Money Provision in the New Franchise Agreement as further described in Section 4.8 hereof, the Purchase Price paid by Purchaser to Seller at the Closing shall automatically increase to Fifty-Seven Million Dollars ($57,000,000), subject to the prorations and adjustments as provided in this Agreement and any all references to the Purchase Price herein shall be Fifty-Seven Million Dollars ($57,000,000) and the parties shall adjust the Allocation as agreed upon by the parties in their respective good faith, reasonable discretion. The provisions of this Section 3.1 shall survive the Closing without limitation. The Purchase Price shall be payable by Purchaser as follows:
(i) No later than 3:00 p.m. Central Standard Time on the date two (2) Business Days after the Effective Date, Purchaser shall deposit with the Escrow Company, as escrow agent, the amount of Two Million Dollars ($2,000,000.00) by a wire transfer of immediately available United States of America funds as an ▇▇▇▇▇▇▇ money deposit (together with the interest earned thereon, the “Deposit”). In the event Purchaser does not deposit the Deposit on or before 3:00 p.m. Central Standard Time on the two (2nd) Business Day following the Effective Date, this Agreement shall automatically terminate, whereupon the parties hereto shall be released from all further obligations under this Agreement, except for obligations that expressly survive the termination of this Agreement (the “Surviving Obligations”).
(j) On ...
Purchase Price; Deposit. The purchase price (the “Purchase Price”) for the Property, subject to adjustments as provided in this Agreement, shall be FIFTY MILLION TWO HUNDRED FIFTY THOUSAND DOLLARS and 00/100 Dollars ($50,250,000.00), and shall be paid as follows:
(a) SEVEN HUNDRED FIFTY THOUSAND and 00/100 Dollars ($750,000.00) (the “Initial Deposit”) to be paid within two (2) business days after the Effective Date in immediately available funds and delivered to Land Services USA, Inc., ▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, Phone: (▇▇▇) ▇▇▇-▇▇▇▇, Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇; Email: ▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ (“Escrow Holder” or “Title Company”). Notwithstanding the foregoing, Buyer shall have the right to select a different Title Company during the Inspection Period.
(b) If Buyer has not terminated this Agreement as provided herein, an additional deposit in the amount of SEVEN HUNDRED FIFTY THOUSAND and 00/100 Dollars ($750,000.00) (together with the Initial Deposit, the “Deposit”) shall be within one (1) business day after the expiration of the Inspection Period in immediately available funds and delivered to Escrow Holder.
(c) The Deposit shall be held by Escrow Holder in one or more interest bearing federally‑insured money market accounts acceptable to both Seller and Buyer, or in short‑term United States Government obligations having a maturity date which is not later than the Closing Date (as hereinafter defined). As used in this Agreement, “Deposit” shall mean and include the Deposit as defined in Subsection 2(b) above and any interest earned thereon. If requested by Escrow Holder, Buyer shall execute and deliver a Form W-9 to Escrow Holder. Failure by Buyer to deliver the Deposit as provided above shall render this Agreement voidable at the option of the Seller.
Purchase Price; Deposit. The Purchase Price shall be payable as follows:
Purchase Price; Deposit. (a) The purchase price for the Property is ________________ AND 00 /100 DOLLARS ($__ ) (the “Purchase Price”), payable as follows:
(i) Ten percent (10%) of the Purchase Price (which is equal to $ ) (together with any accrued interest thereon, the “Initial Deposit” and together with the Additional Deposit (as hereinafter defined), collectively the “Deposit”) shall, within two (2) business days after the Effective Date, be deposited by Purchaser with the Title Company (as hereinafter defined, also referred to herein as 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 Settlement. At Settlement, the Deposit shall be paid to Seller on account of the Purchase Price and credited to Purchaser.
(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.
Purchase Price; Deposit. Prior to the execution of this Agreement, pursuant to the terms of the Escrow Agreement, Purchaser deposited with JPMorgan Chase Bank, National Association, in its capacity as escrow agent (the “Escrow Agent”) the sum of Four Million Two Hundred Fifty Thousand Dollars ($4,250,000) by wire transfer of immediately available funds (the “Escrowed Funds”), to be released by the Escrow Agent and delivered to either Purchaser or Sellers, in accordance with the provisions of the Escrow Agreement. Pursuant to the Escrow Agreement, the Escrowed Funds (together with all accrued investment income thereon) shall be distributed as follows:
(a) if the Closing shall occur, the Escrowed Funds shall be applied towards the Purchase Price payable by Purchaser to Sellers under Section 2.04 and Section 2.06 hereof and all accrued investment income thereon shall be delivered to Purchaser at the Closing;
(b) if this Agreement is terminated by Sellers pursuant to Section 9.01(f), the Escrowed Funds, together with all accrued investment income thereon, shall be delivered to Sellers; or
(c) if this Agreement is terminated for any reason other than by Sellers pursuant to Section 9.01(f), the Escrowed Funds, together with all accrued investment income thereon, shall in each case be returned to Purchaser.
Purchase Price; Deposit. The Purchase Price for the Property shall be payable as follows:
Purchase Price; Deposit. The aggregate purchase price for all of the Purchased Assets shall be $3.25 million, plus amounts payable for the inventory and ▇▇▇▇▇ cash (the "Purchase Price"). At the close of business on the last business day prior to the Closing Date, Seller and Buyer shall take a physical count of Seller's inventory being sold by Seller to Buyer under this Agreement. Seller's inventory shall include concession products, candy items, paper goods and other similar items, but shall not include projector bulbs which shall be deemed to be equipment for purposes of this Agreement. Inventory shall be valued at Seller's cost, determined on a first-in-first-out basis. Buyer shall pay Seller for all inventory at the Closing, provided that such inventories do not exceed amounts that would be expected as customary in the ordinary course of business. Buyer shall deliver to Seller within three business days after obtaining landlord's consent to the assignment to Buyer of the Lease Agreement on terms acceptable to both Buyer and Seller a good faith deposit equal to $15,000 (the "Deposit"). The Deposit shall be applied against the cash portion of the Purchase Price if there is a Closing hereunder. If there is no Closing hereunder, then the Deposit shall be promptly returned to Buyer, unless Buyer is in material breach hereof and such material breach was the sole cause of the failure to Close hereunder. The Deposit shall be held in escrow by Seller's counsel (as a fiduciary) subject to the terms of this Agreement.
Purchase Price; Deposit. Pursuant to the terms of the Escrow Agreement, Purchaser shall deposit with Citibank, N.A., in its capacity as escrow agent (the “Escrow Agent”), the sum of $12,500,000 (“Deposit Amount”), by wire transfer of immediately available funds, to be released by the Escrow Agent and delivered to either Purchaser or the Company in accordance with the provisions of the Escrow Agreement. The Deposit Amount (together with all interest thereon) shall be distributed as follows:
(a) if the Closing shall occur, the Deposit Amount shall be applied toward the Cash Purchase Price payable by Purchaser to Sellers under Section 3.3 hereof, with all interest thereon and any amount in excess of the Cash Purchase Price delivered to Purchaser;
(b) if this Agreement is terminated by Sellers pursuant to Section 4.4(f), the Deposit Amount, together with all interest thereon, shall be delivered to the Sellers; or
(c) if this Agreement is terminated for any reason other than by Sellers pursuant to Section 4.4(f), the Deposit Amount, together with all interest thereon, shall be delivered to Purchaser.