Purchase Price; Deposit. (a) The purchase price for the Property is AND 00/100 DOLLARS ($ ) (the “Purchase Price”), payable as follows:
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:
Purchase Price; Deposit. Promptly, but in any event within three days from the Effective Date, the Parties shall enter into the Escrow Agreement and Purchaser shall deposit with the Escrow Agent the sum of $6,600,000.00 (the “Deposit Amount”), which will be either delivered to Purchaser or paid to the Company as follows (in addition to any other remaining Escrow Funds): (a) if the Closing occurs, the Deposit Amount and all other Escrow Funds shall be applied towards the Cash Amount payable by Purchaser pursuant to Section 3.3, (b) if this Agreement is terminated by Sellers pursuant to Section 4.4(d), then Sellers and Purchaser shall promptly submit joint written instructions to the Escrow Agent to release the Deposit Amount and all other Escrow Funds to the Company (and such Escrow Funds will be deemed fully earned by Sellers as compensation and consideration for entering into this Agreement), or (c) if this Agreement is terminated for any reason other than by Sellers pursuant to Section 4.4(d), then Purchaser, upon notice to Sellers, shall submit written instructions to the Escrow Agent to release the Deposit Amount and all other Escrow Funds to Purchaser. Notwithstanding anything to the contrary in the foregoing, Sellers will have no rights under the Escrow Agreement until the Bankruptcy Court issues the Bidding Procedures Order or another Order confirming that the Escrow Agreement will not be rejected by the Bankruptcy Court and may be performed by Sellers in accordance with its terms. The Deposit Amount shall only constitute property of Sellers’ bankruptcy estates in the event that the Deposit Amount is required to be released to the Company by the Escrow Agent in accordance with the terms of this Agreement.
Purchase Price; Deposit. The Purchase Price for the Property shall be payable as follows:
Purchase Price; Deposit. The Purchase Price shall be payable as follows:
Purchase Price; Deposit. The purchase price for the Property shall be Two Million Two Hundred Fifty Thousand ($2,250,000.00) Dollars ("Purchase Price"). The Purchase Price shall be payable by Buyer to Seller as follows:
Purchase Price; Deposit. Within two Business Days following entry of the Bidding Procedures Order, Purchaser will deposit with the Escrow Agent $32 million in immediately available funds (together with all accrued investment income thereon, the “Deposit Amount”). The Deposit Amount will be released by the Escrow Agent and delivered to either Purchaser or Seller as follows:
Purchase Price; Deposit. (a) The purchase price to be paid by Purchaser to Seller for the Property (the “Purchase Price”) is THREE HUNDRED THIRTY-FIVE MILLION and 00/100 DOLLARS ($335,000,000.00), subject to apportionment as provided in Section 8 hereof, which shall be payable as follows:
Purchase Price; Deposit. TREATMENT of junior dip loan. Pursuant to Section 363 of the Bankruptcy Code and on the terms and subject to the conditions of this Agreement, on the Closing Date (as defined below) and effective as of the Effective Time (as defined below), the Seller shall sell to the Purchaser, and the Purchaser shall purchase from the Seller the Purchased Securities listed on Schedule I attached hereto, free and clear of any Encumbrances or Liabilities. The aggregate consideration for the Purchased Securities shall be (i) $100,000,000 which such amount is satisfied by the Oramed DIP Assumption (the “DIP Amount”) plus (ii) a credit bid, on a dollar-for-dollar basis, pursuant to Section 363(k) of the Bankruptcy Code, in respect of any and all amounts of principal and accrued but unpaid interest outstanding, and any other obligations of Sorrento or Scintilla, in each case, under the Junior DIP Facility as of the Closing Date (the “Credit Bid Amount”) plus (iii) $5,000,000 which the Purchaser paid to the Seller on September 13, 2023 as an advance payment of the Purchase Price (as defined below) (the “Advance Payment”) plus (iv) $5,000,000 which the Purchaser shall pay to the Seller on the Closing Date (the “Closing Payment”) plus (v) the assumption and assignment of all of the obligations of the Seller to Pxxx Xxxxxxxx LLP for legal fees and expenses reflected in Pxxx Xxxxxxxx LLP’s proof of claim #238 filed with the Bankruptcy Court in the amount of $12,249,244.09 (the “Legal Fee Assumption” and, together with the DIP Amount, the Credit Bid Amount, the Advance Payment and the Closing Payment, the “Purchase Price”). Notwithstanding anything to the contrary in this Agreement, the amount of Purchased Securities and Purchase Price per share shall be appropriately adjusted in the event of any stock split, dividend, stock combination, reclassification or similar transaction occurring prior to the Closing Date. For the avoidance of doubt, Purchaser will not assume any Liabilities, accounts payable, notes payable, expenses or other obligations of Seller or its Affiliates.
Purchase Price; Deposit. The purchase price (the “Purchase Price”) to be paid by Purchaser to Seller at the Closing shall be One Hundred Forty-Two Million Five Hundred Thousand Dollars ($142,500,000.00), 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 Land and the Improvements, and (ii) the Personal Property as may be determined by mutual agreement of Seller and Purchaser prior to the Closing for federal, state and local tax purposes in accordance with Section 1060 of the Code as set forth on Exhibit L (the “Allocation”). Purchaser and Seller shall (i) cooperate in the filing of any forms (including Form 8594 under Section 1060 of the Code) with respect to 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 tax returns and related tax documents consistent with the Allocation, as the same may be adjusted pursuant to any provisions of this Agreement. The provisions of this Section 3.1 shall survive the Closing without limitation. The Purchase Price shall be payable by Purchaser as follows:
