Common use of Purchase Price; Deposit Clause in Contracts

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. TREATMENT 3.1 The total purchase price ("Purchase Price") for the Property shall be Twenty Seven Million Two Hundred Fifty Thousand and 00/100 Dollars ($27,250,000.00), which shall be paid by Purchaser, as follows: 3.1.1 On or before two (2) Business Days subsequent to the Effective Date, Purchaser shall deliver to Fidelity National Title Insurance Company ("Escrow Agent" or the "Title Company") a deposit in the sum of junior dip loanFive Hundred Thousand and 00/100 Dollars ($500,000.00) in cash (the "Deposit"). Pursuant to Section 363 Purchaser and Seller each approve the form of Escrow Agreement attached as Exhibit 3.1.1. 3.1.2 The Escrow Agent shall hold the Deposit and make delivery of the Bankruptcy Code Deposit to the party entitled thereto under the terms hereof. Escrow Agent shall invest the Deposit in such short-term, high-grade securities, interest-bearing bank accounts, money market funds or accounts, bank certificates of deposit or bank repurchase agreements as Escrow Agent, in its discretion, deems suitable, (provided that Escrow Agent shall invest the Deposit as jointly directed by Seller and Purchaser should Seller and Purchaser each in their respective sole discretion determine to issue such joint investment instructions to the Escrow Agent) and all interest and income thereon shall become part of the Deposit and shall be remitted to the party entitled to the Deposit, as set forth below. 3.1.3 If the sale of the Property is closed by the date fixed therefor (or any extension date provided for by the mutual written consent of the parties hereto, given or withheld in their respective sole discretion), monies held as the Deposit shall be applied (and paid over to the Seller) on the terms Date of Closing. If the sale of the Property is not closed by the date fixed therefor (or any such extension date) owing to failure of satisfaction of a condition precedent to Purchaser's obligations, the Deposit shall be returned and refunded to Purchaser, and neither party shall have any further liability hereunder, subject to and except for Purchaser's liability under Section 4.4. 3.1.4. If the conditions sale of this Agreementthe Property is not closed by the date fixed therefor (or any such extension date) owing to failure of performance by Seller, on Purchaser shall be entitled to the remedies set forth in ARTICLE 12 hereof. If the sale of the Property is not closed by the date fixed therefor (or any such extension date) owing to failure of performance by Purchaser, the Deposit shall be forfeited by Purchaser and the sum thereof shall go to Seller forthwith as liquidated damages for the lost opportunity costs and transaction expenses incurred by Seller, as more fully set forth in ARTICLE 12 below. 3.2 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 Twenty Seven Million Two Hundred Fifty Thousand Dollars ($12,249,244.09 (the “Legal Fee Assumption” and27,250,000.00), together with the DIP Amountsubject to credit and adjustment as provided herein, the Credit Bid Amount, the Advance Payment and the Closing Payment, the “Purchase Price”). Notwithstanding anything in cash or by wire-transfer of current funds pursuant 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 Affiliateswire instructions provided by Seller.

Purchase Price; Deposit. TREATMENT of junior dip loan. Pursuant to Section 363 Within one (1) Business Day of the Bankruptcy Code execution of this Agreement and on in consideration of the terms time and subject to the conditions expense of Sellers in negotiating and executing this Agreement, Buyer shall procure and deliver to Ventures, on behalf of Sellers, one or more letters of credit (which letters shall be in substantially the same form as set forth in Exhibit B and issued by Sumitomo Mitsui Banking Corporation, New York Branch (the “Letters of Credit”) in an aggregate amount equal to Xxx Xxxxxxx Xxxxxxx Xxxxxx Xxxxxx Dollars (US$100,000,000) (such amount, the “Purchase Price Deposit”). Buyer shall ensure that the Letters of Credit (or similar Letters of Credit issued in replacement of expiring Letters of Credit) remain outstanding until the earlier of (i) the Closing Date and (as defined belowii) and effective as of the Effective Time date that is thirteen (as defined below), 13) months after 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 date hereof (the “DIP AmountDeposit Period”). If during the Deposit Period a Letter of Credit is not renewed within five (5) plus Business Days prior to its expiry date, Ventures may draw such Letter of Credit in full (ii) a credit bidthe proceeds of such draw, on a dollar-for-dollar basisthe “Expiry Proceeds”). If the Closing occurs, pursuant to Section 363(kthen the undrawn Letter(s) of Credit shall be returned from Ventures on behalf of Sellers to Buyer (without any draws made thereon) and 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 Expiry Proceeds (the “Credit Bid Amount”if any) plus (iii) $5,000,000 which the Purchaser paid shall be applied to the Seller on September 13, 2023 as an advance payment of the Purchase Price (as defined below) (at the “Advance Payment”) plus (iv) $5,000,000 which the Purchaser shall pay Closing. If this Agreement is terminated pursuant to the Seller Section 7.1(d), then any undrawn Letters of Credit may be drawn against in full by Ventures on the Closing Date (the “Closing Payment”) plus (v) the assumption and assignment behalf 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” Sellers and, together with the DIP AmountExpiry Proceeds (if any), credited against the Credit Bid Amountcosts or expenses (including attorneys’ fees and expenses), the Advance Payment judgments, fines, losses, claims, damages, liabilities and the Closing Payment, the amounts paid in settlement (“Purchase PriceDamages”), if any, owed by Buyer to Sellers arising out of breach of this Agreement by Buyer, with the excess of such draw proceeds and any Expiry Proceeds, if any, returned by Ventures on behalf of Sellers to Buyer upon final determination of Damages. Notwithstanding anything If this Agreement is terminated and Sellers shall not then be entitled to terminate this Agreement pursuant to Section 7.1(d), then no later than ten (10) Business Days following the contrary in this Agreementeffective date of such termination, Ventures on behalf of Sellers shall return the amount undrawn Letter(s) of Purchased Securities Credit to Buyer (without any draws made thereon) and refund to Buyer any Expiry Proceeds. The Purchase Price per share Deposit shall not be appropriately adjusted in deemed to be a liquidated damages payment, and shall not be deemed the event sole remedy, for any breach 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 Affiliatesthis Agreement by Buyer.