Payment of Purchase Price; Security. (a) At Closing Buyer will pay JX XXXXX, LLC the Stock Purchase Price by paying $675,000 of the Stock Purchase Price in immediately available funds and the remaining $2,867,000 of the Stock Purchase Price by delivering to JX XXXXX, LLC an executed note in the form attached hereto as Exhibit 1.2(A). Buyer will pay Mxxx Xxxxxx the Goodwill Purchase Price by delivering to Mxxx Xxxxxx $1 in immediately available funds. As security for the payment of the amounts represented by the Exhibit 1.2(A) note, Buyer will execute and deliver to Sellers an agreement in the form attached hereto as Exhibit 1.2(B).
Payment of Purchase Price; Security a) The Seller shall invoice the Buyer for each shipment of the Product and upon approval of the invoice by the Buyer, the Buyer shall make payment to the Seller not later than twenty (20) days following receipt of the invoice. In the event the invoice is not paid within such twenty (20) day period, all overdue amounts shall collect interest at the rate of two percent (2%) per month.
Payment of Purchase Price; Security. On the Closing Date, Buyer and Seller shall execute a Loan Agreement in the form of EXHIBIT 2.02LA (the "LOAN AGREEMENT") setting forth the terms and conditions of the purchase money financing between Buyer and Seller. On the Closing Date, the Buyer shall deliver to Seller its promissory note in the form of EXHIBIT 2.02PN (the "PROMISSORY NOTE") in an amount equal to the Purchase Price, reduced by any adjustment by reason of any applicable prorations and the allocation of closing costs and other items described below. On the Closing Date, to secure payment of the Promissory Note, the Buyer shall execute and deliver to Seller a mortgage in the form of EXHIBIT 2.02M (the "MORTGAGE"), a security agreement in the form of Exhibit 2.02SA (the "SECURITY AGREEMENT"), UCC financing statements (the "FINANCING STATEMENTS") as in the judgment of the Seller, reasonably exercised, are necessary and appropriate to perfect the security interest of the Seller in the Collateral (as defined in the Security Agreement) and a stock pledge agreement in the form of EXHIBIT 2.02PA (the "PLEDGE AGREEMENT"), and shall cause the Guarantors to execute and deliver to Seller a limited guaranty by Mohaxxxx Xxxx xxx a guaranty by Ciena Healthcare Management, Inc. in favor of Seller in the forms of EXHIBIT 2.02G-1 AND EXHIBIT 2.02G-2 (collectively the 11 12 "GUARANTY"). Buyer acknowledges that, in connection with settling certain claims of Omega Healthcare Investors, Inc. ("Omega") against it and certain of its affiliates, Seller is required to assign all of its right, title and interest in, to and under the Promissory Note, the Mortgage, the Security Agreement, the Financing Statements and the Guaranty to Omega on the Closing Date, and Buyer hereby consents to such assignment.
Payment of Purchase Price; Security. The purchase price for the assignment of the Leases and the sale of Assets hereunder (the "Purchase Price") is Fifteen Million Five Hundred Thousand Dollars ($15,500,000), plus or minus net prorations and adjustments as hereinafter provided. On June 17, 1997, Purchaser delivered to Seller the sum of $100,000 in cash (the "Initial Escrow Funds"), which Seller is holding in escrow in a segregated interest bearing account with a commercial bank (the "Purchase Price Escrow Account") as a deposit to be applied toward the Purchase Price at the Closing. Concurrent with the execution of this Agreement, Purchaser is delivering to Seller the additional sum of $1,450,000 in cash (the "Additional Escrow Funds" and, together with the Initial Escrow Funds, the "Escrow Funds"), which shall be held by Seller in the Purchase Price Escrow Account as a deposit to be applied toward the Purchase Price at the Closing. At the Closing, the Escrow Funds and the interest thereon shall be paid to Seller in partial satisfaction of the Purchase Price, the balance of which shall be paid by Purchaser to Seller by wire transfer to an account specified by Seller. If the Closing does not occur under circumstances in which all of the Purchaser's closing conditions have been satisfied but Purchaser fails to close for any reason other than a reason within Seller's exclusive control, then Seller shall be entitled to retain the Escrow Funds. If the Closing does not occur under circumstances in which (i) all of the Sellers closing conditions have been satisfied but Seller fails
