Payment of the Purchase Price Sample Clauses

Payment of the Purchase Price. 4.2.1 At least three (3) Business Days prior to the Closing Date, Seller or Altor shall deliver to Buyers a statement that sets forth: (a) its good faith and reasonable best estimates of: (i) the Net Working Capital as of the Closing Date, as calculated and presented on Schedule 4.2.1(a)(i) attached hereto (the “Estimated Net Working Capital”); and (ii) the Cash as of the Closing Date, as calculated and presented on Schedule 4.2.1(a)(ii) attached hereto (the “Estimated Cash”); and (b) the allocation between the Altor Note and the SHB Note of the aggregate initial principal balance in the amount of USD 30 million less an amount equal to the difference between the Estimated Net Working Capital and the Normalized Net Working Capital on a USD by USD basis if the Estimated Net Working Capital is less than the Normalized Net Working Capital (the “Aggregate Initial Principal Balance”). 4.2.2 The cash purchase price to be paid by Buyers to Seller on Closing for the Transferred Shares (the “Cash Purchase Price”) shall be an amount in USD corresponding to the Preliminary Purchase Price (a) less the sum of the Consideration Shares multiplied by the Applicable Ampco Stock Price; and (b) less the Aggregate Initial Principal Balance of the Notes. 4.2.3 The amount to be repaid by Buyers to SHB on Closing as repayment on behalf of ÅAB of the outstanding principal, interest and other amounts due and owing with respect to the Existing Facilities (the “Bank Pay-Off Amount”) shall be an amount in USD corresponding to the Cash Amount (a) plus an amount equal to the difference between the Estimated Net Working Capital and the Normalized Net Working Capital on a USD by USD basis if the Estimated Net Working Capital exceeds the Normalized Net Working Capital provided that such amount shall not exceed SEK 20,000,000; (b) plus the Estimated Cash; (c) less the Unpaid Transaction Expenses; (d) less the Cash Purchase Price; (e) less the lower of (i) the R&W Insurance Premium and (ii) USD 300,000; and (f) plus any other amounts to be paid by Buyers to Seller pursuant to this Agreement. 4.2.4 The Bank Pay-Off Amount and the Aggregate Initial Principal Balance are adjusted in accordance with the provisions of Clause 8. 4.2.5 Any amounts to be paid by Buyers to Seller after Closing pursuant to this Agreement shall be added to the Bank Pay-Off Amount and be paid to SHB as compensation for cancellation of bank debt. 4.2.6 On the Closing Date, the Cash Purchase Price shall be paid by Buyer t...

Payment of the Purchase Price. The Purchase Price shall be paid as follows:

Payment of the Purchase Price. The Purchase Price (to the extent paid in US Dollars) will be paid by the Buyer to the Seller of the Shares by wire transfer of immediately available funds to an account designated in writing by the Seller.

Payment of the Purchase Price. The Investor shall have delivered to the Company the Purchase Price in accordance with Section 1.2.

Payment of the Purchase Price. 3.1 The parties agreed that the Purchase Price shall be settled in full on the date of this Agreement. Subject Clause 3.2 below, the Purchase Price shall be satisfied by the Purchaser to the Vendor by allotment and issuance of 97,462,455 new ordinary shares in GTI (hereinafter referred to as the “GTI Shares”) to the Vendor at an issue price of USD0.074 per ordinary shares (hereinafter referred to as the “Issue Price”) (hereinafter referred to as the “Consideration Shares”). 3.2 The parties agree that upon the issuance and allotment of the Consideration Shares, the Purchaser shall cause the registration of the Consideration Shares which would allow the Vendor to sell the Consideration Shares on NASDAQ stock exchange (hereinafter referred to as the “Shares Registration”) in such number of tranches as may be determined by the Purchaser. The amount of Consideration Shares to be registered each time pursuant to the Shares Registration will be determined by the Purchaser. For each registration of Consideration Shares, if the share price of the GTI Shares based on the date prior to the respective Share Registration date (hereinafter referred to as the “Closing Price”) is lower than the Issue Price, the Purchaser agree to issue additional number of Consideration Shares to the Vendor as follows:- Additional GTI Shares to be issued by the Purchaser = No. of Consideration Shares to be registered x Issue Price - No. of Consideration Shares to be registered x Closing Price x 80% The parties hereby agree that, in the event a fraction of GTI Share arise from the computation above, it shall be rounded down to the nearest whole number. 3.3 In the event the share price of the GTI Shares decrease by fifty per centum (50%) or more from the Issue Price at any time before all the Consideration Shares are registered, the Vendor shall have the right to terminate the Agreement whereby Clause 8.2 below shall apply mutatis mutandis. 3.4 The additional number of GTI Shares to be issued pursuant to Clause 3.2 above shall be issued within Fourteen (14) days from the respective Shares Registration date. 3.5 For the avoidance of doubt, if the share price of the GTI Shares based on the date prior to the respective Share Registration date is higher than the Issue Price, no adjustment shall be made to the Consideration Shares. 3.6 The parties hereby agree that the Vendor shall be at liberty to sell, dispose and/or deal with the Consideration Shares or any part thereof in such manner as the ...

Payment of the Purchase Price. 3.3.1 Subject to the terms of this Agreement (including in particular the conditions precedent set out in Clause 4.1), the Purchaser shall pay on the Closing Date an amount equal to three million and five hundred thousand euro (EUR 3,500,000) (the “First Tranche”) to the Seller by wire transfer of immediately available funds to the following third party account (“derdengeldenrekening”) of the Dutch Notary: · Bank: [***] · Account name:[***] · IBAN: [***] · BIC: [***] 3.3.2 Without prejudice to Clause 3.4.2, the Purchaser shall pay on the first Business Day following the date of the third (3rd) anniversary of the Closing Date the remainder of the Purchase Price, i.e. an amount equal to seven hundred fifty thousand euro (EUR 750,000) (the “Second Tranche”) to the Seller by wire transfer of immediately available funds to the following bank account or any other bank account notified by the Seller to the Purchaser for such purposes: · Bank: [***] · IBAN: [***] · BIC: [***] 3.3.3 Payment of the Price Adjustment Amount (i) If the Purchase Price is adjusted upwards, the Purchaser shall pay the Price Adjustment Amount, together with any interest thereon, to the Seller on the fifth (5th) Business Day after the final determination of the Purchase Price Amount in accordance with Clause 3.2, by wire transfer of immediately available funds to the Seller’s bank account referred to in Clause 3.3.2 or any other bank account notified by the Seller to the Purchaser for such purposes. (ii) If the Purchase Price is adjusted downwards, the Seller shall pay the Price Adjustment Amount, together with any interest thereon, to the Purchaser on the fifth (5th) Business Day after the final determination of the Purchase [***] Certain information has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to omitted portions. Price Amount in accordance with Clause 3.2, by wire transfer of immediately available funds to the following bank account or any other account notified by the Purchaser to the Seller for such purposes: · Bank: [***] · IBAN: [***] · BIC: [***]

Payment of the Purchase Price. The Purchase Price shall be payable as follows: (a) On the Closing Date, Purchaser shall pay to Seller an amount equal to (i) the Purchase Price, minus (ii) the Payoff Amounts, minus (iii) the Deferred Payment Amount, minus (iv) the Related Party Amount (the “Closing Purchase Price”). The Closing Purchase Price shall be paid by Purchaser as follows: (i) as to an amount of $10,000,000 (subject to adjustment in accordance with the Joint Issues and Reverse Earn Out Payment Agreement) by executing and delivering the Joint Issues and Reverse Earn Out Payment Agreement to Seller; (ii) as to an amount of $14,021,910, by the issuance to Seller of a non- interest bearing promissory note (the “Note”); and (iii) the balance of the Closing Purchase Price shall be paid by wire transfer of immediately available funds to such accounts as designated in writing to Purchaser by Seller prior to the Closing. (b) The Payoff Amounts shall be paid by wire transfer of immediately available funds by Purchaser, on behalf of Seller, to such lenders and other creditors in accordance with the payoff letters provided by such lenders and creditors. (c) The Related Party Amount shall be paid by wire transfer of immediately available funds by Purchaser, on behalf of Seller, to Seller’s Counsel in trust for payment to such payees and creditors identified by Seller. (d) Subject to set-off permitted by this Agreement and the Joint Issues and Reverse Earn Out Payment Agreement, the Deferred Payment Amount shall be paid in accordance with the terms of the Joint Issues and Reverse Earn Out Payment Agreement.

Payment of the Purchase Price. Buyer agrees to make the following payments against the Purchase Price, subject to Section 4 hereof: Full Purchase Price Closing Date $ 1,395,750.00 The full Purchase Price due at closing must be paid by common stock in Optibase Ltd., an entity organized under the laws of Israel, the beneficial owner of 100% of the ownership interests of Optibase, Inc., a Delaware corporation, which is the beneficial owner of 100% of the ownership interests in Buyer, provided, however, all closing costs required to be paid by Buyer in this Agreement shall be payable in cash in United States funds and all checks must be drawn on a bank located in the Continental United States. The closing costs required to be paid by Buyer in this Agreement are explained in more detail in Section 13 below. Subject to the provisions of Section 11 of this Agreement, closing on the purchase and sale of the Units shall occur on or before twenty (20) days after the “Shareholder Ratification” (as hereinafter defined) (the "Closing Date"). THE UNITS HAVE BEEN PREVIOUSLY OCCUPIED. Buyer understands and agrees that one or more of the UNITS MAY BE SUBJECT TO A LEASE (OR SUBLEASE). To the extent that a lease of a Unit is still in place at the time of closing, such Unit shall be conveyed subject to the terms of a lease, a true and correct copy of which is attached hereto as Exhibit A. Accordingly, at closing, provided that a lease of a Unit is still in place, Seller shall assign to Buyer, without recourse, Seller’s interest in the lease and transfer to Buyer any security deposit and/or pet deposit from tenant in Seller’s possession. Title to each Unit shall be delivered subject to the rights of possession of the tenant under the lease (provided the lease is still in place at the time of closing). Buyer understands and agrees that, pursuant to the provisions of the Florida Condominium Act, the tenant under the lease may have a right to terminate the lease prior to the expiration of the term. Accordingly, there is no assurance that the tenant will remain in a Unit through closing or thereafter through the balance of the term of the lease, and Buyer hereby releases Seller from any and all liability resulting from same.

Payment of the Purchase Price. Each Purchaser shall pay the applicable Purchase Price in respect of the shares purchased by such Purchaser pursuant to Section 2.1 to the Company by wire transfer of immediately available funds to the account specified by the Company to such Purchaser in writing not less than five (5) Business Days prior to the Closing.