Purchase and Sale Deposit Payment of Purchase Price Sample Clauses

Purchase and Sale Deposit Payment of Purchase Price. STUDY PERIOD; ASSIGNMENTS SUBJECT TO EXISTING NOTES AND LIENS
Sample 1
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Purchase and Sale Deposit Payment of Purchase Price. STUDY PERIOD 9 2.1 Purchase and Sale 9 2.2 Payment of Purchase Price 9 2.3 Deposit 9 2.4 Study Period 10 Article III SELLER’S REPRESENTATIONS AND WARRANTIES 13 3.1 Organization and Power 13 3.2 Authorization and Execution 14 3.3 Non-contravention 14 3.4 Title To Real Property 14 3.5 No Special Taxes 14 3.6 Compliance with Existing Laws 14 3.7 Personal Property 14 3.8 Operating Agreements/Off-Site Facility Agreements/Leased Property Agreements 14 3.9 Condemnation Proceedings; Roadways 15 3.10 Actions or Proceedings 15 3.11 Labor and Employment Matters 15 3.12 Financial Information and Submission Matters 15 3.13 Bankruptcy 16 3.14 Hazardous Substances 16 3.15 Sales, Use and Occupancy Taxes 16 3.16 Personal Property Taxes 16 3.17 Occupancy Agreements 16 3.18 Utilities 17 3.19 Leased Property 17 3.20 Advance Bookings 17 3.21 Americans With Disabilities Act 17 3.22 Zoning 17 3.23 Seller Is Not a “Foreign Person” 17 3.24 Patriot Act 17 3.25 No Other Property Interests 18 Article IV PURCHASER’S REPRESENTATIONS AND WARRANTIES 18 4.1 Organization and Power 19 4.2 Authorization and Execution 19 4.3 Non-contravention 19 4.4 Litigation 19 4.5 Bankruptcy 19 i 9695236v.8 4.6 Patriot Act and OFAC Compliance 19 4.7 Sophisticated Real Estate Investor 20 Article V CONDITIONS PRECEDENT 20 5.1 As to Purchaser’s Obligations 20 5.2 As to Seller’s Obligations 22 Article VI COVENANTS OF SELLER 22 6.1 Operating Agreements/Leased Property Agreements/Off-Site Facility Agreements 22 6.2 Warranties and Guaranties 22 6.3 Insurance 22 6.4 Independent Audit 23 6.5 Operation of Property Prior to Closing 23 6.6 Marketing Restriction 25 6.7 Employees and Continuation of Seller’s Group Health Plans 25 6.8 Rights of First Refusal and Options 25 6.9 Fitness Center 25 Article VII CLOSING 26 7.1 Closing 26 7.2 Seller’s Deliveries 26 7.3 Purchaser’s Deliveries 28 7.4 Mutual Deliveries 29 7.5 Closing Costs 29 7.6 Revenue and Expense Allocations 29 7.7 Acquisition and Transfer of Inventory and Personal Property 32 Article VIII GENERAL PROVISIONS 32 8.1 Condemnation 32 8.2 Risk of Loss 32 8.3 Broker 32 8.4 Bulk Sale 33 8.5 Confidentiality 33 8.6 Seller’s Accounts Receivable 34
Sample 1
Purchase and Sale Deposit Payment of Purchase Price 
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Related to Purchase and Sale Deposit Payment of Purchase Price

  • Payment of Purchase Price The Purchase Price shall be paid as follows:

  • Purchase Price; Payment of Purchase Price In addition to the Assumed Liabilities described below, the aggregate consideration for the Subject Assets (the “Purchase Price”) shall be the amount equal to: $2,000,000. The Purchase Price shall be subject to adjustment as set forth in Section 1.7 below as so adjusted.

  • Purchase Price; Allocation of Purchase Price (a) Subject to the terms and conditions of this Agreement, the purchase price for the Interests and the Purchased Assets (other than the Specified OUS Assets) (such amount, the “Purchase Price”) is payable as follows:

  • Purchase Price; Purchase and Sale The purchase price for the Mortgage Loans shall be payable by the Company to the Seller on the Closing Date either (i) by appropriate notation of an inter company transfer between affiliates of UBS or (ii) in immediately available Federal funds wired to such bank as may be designated by the Seller. Upon payment of the purchase price by the Company, the Seller shall be deemed to have transferred, assigned, set over and otherwise conveyed to the Company all the right, title and interest of the Seller in and to the Mortgage Loans as of the Cut-Off Date, including all interest and principal due on the Mortgage Loans after the Cut-Off Date (including scheduled payments of principal and interest due after the Cut-Off Date but received by the Seller on or before the Cut-Off Date, but not including payments of principal and interest due on the Mortgage Loans on or before the Cut-Off Date), together with all of the Seller’s right, title and interest in and to the proceeds of any related title, hazard, primary mortgage or other insurance policies together with all rights with respect to the related Mortgage Loans, and only with respect to the Mortgage Loans, under each of the Servicing Agreements (other than those rights under the Servicing Agreements that do not relate to servicing of the Mortgage Loans (including, without limitation, the representations and warranties made by each Servicer (in its capacity as loan seller to the Transferor) and the document delivery requirements of such Servicer and the remedies (including indemnification) available for breaches thereto), which rights were retained by the Transferor pursuant to the Assignment Agreements). The Company hereby directs the Seller, and the Seller hereby agrees, to deliver to the Master Servicer all documents, instruments and agreements required to be delivered by the Company to the Master Servicer under the Pooling and Servicing Agreement and such other documents, instruments and agreements as the Company or the Trustee shall reasonably request. The Seller shall use its reasonable best efforts to cause each Servicer to enter into the related Assignment Agreement in form and substance satisfactory to the Seller and the Company in order to effectuate the assignment to the Company of the Servicing Agreements with respect to the Mortgage Loans.

  • Closing Purchase Price The Closing Purchase Price (the "Closing Purchase Price") shall be paid or delivered by Buyer at Closing in the following manner:

  • Purchase and Sale; Purchase Price (a) Subject to the terms and conditions set forth herein, the Company shall issue and sell and the Purchaser shall purchase an aggregate principal amount of One Million Dollars ($1,000,000) (the "Purchase Price") of the Debentures, of which Five Hundred Thousand Five Hundred Dollars ($500,000) shall be attributable to the Debenture A and Five Hundred Thousand Dollars ($500,000) shall be attributable to the Debenture B. The Debentures shall have the respective rights, preferences and privileges as set forth in the respective Debentures annexed as EXHIBIT A-1 and EXHIBIT A-2.

  • The Purchase Price Notwithstanding the termination of the Option, Grantee will be entitled to exercise its rights under this Section 6(c) if it has exercised such rights in accordance with the terms hereof prior to the termination of the Option.

  • Allocation of Purchase Price Buyer shall deliver to Seller at Closing a preliminary allocation among the Auctioned Assets of the Purchase Price and among such other consideration paid to Seller pursuant to this Agreement that is properly includible in Buyer's tax basis for the Auctioned Assets for Federal income tax purposes, and, as soon as practicable following the Closing (but in any event within 10 Business Days following the final determination of the Adjustment Amount), Buyer shall prepare and deliver to Seller a final allocation of the Purchase Price and additional consideration described in the preceding clause, and the post-closing adjustment pursuant to Section 3.02, among the Auctioned Assets (the "Allocation"). The Allocation shall be consistent with Section 1060 of the Code and the Treasury Regulations thereunder. Seller hereby agrees to accept Buyer's Allocation unless Seller determines that such Allocation was not prepared in accordance with Section 1060 of the Code and the regulations thereunder ("Applicable Law"). If Seller so determines, Seller shall within 20 Business Days thereafter propose any changes necessary to cause the Allocation to be prepared in accordance with Applicable Law. Within 10 Business Days following delivery of such proposed changes, Buyer shall provide Seller with a statement of any objections to such proposed changes, together with a reasonably detailed explanation of the reasons therefor. If Buyer and Seller are unable to resolve any disputed objections within 10 Business Days thereafter, such objections shall be referred to the Accountants, whose review will be limited to whether Buyer's Allocation of such disputed items regarding the Allocation was prepared in accordance with Applicable Law. The Accountants shall be instructed to deliver to Seller and Buyer a written determination of the proper allocation of such disputed items within 20 Business Days. Such determination shall be conclusive and binding upon the parties hereto for all purposes, and the Allocation shall be so adjusted (the Allocation, including the adjustment, if any, to be referred to as the "Final Allocation"). The fees and disbursements of the Accountants attributable to the Allocation shall be shared equally by Buyer and Seller. Each of Buyer and Seller agrees to timely file Internal Revenue Service Form 8594, and all Federal, state, local and foreign Tax Returns, in accordance with such Final Allocation and to report the transactions contemplated by this Agreement for Federal Income Tax and all other tax purposes in a manner consistent with the Final Allocation. Each of Buyer and Seller agrees to promptly provide the other party with any additional information and reasonable assistance required to complete Form 8594, or compute Taxes arising in connection with (or otherwise affected by) the transactions contemplated hereunder. Each of Buyer and Seller shall timely notify the other Party and each shall timely provide the other Party with reasonable assistance in the event of an examination, audit or other proceeding regarding the Final Allocation.

  • Adjustment of Purchase Price NUMBER AND KIND OF SHARES OR NUMBER OF RIGHTS. The Purchase Price, the number and kind of shares covered by each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 11.

  • Receivables Purchase Price On the Closing Date, the Purchaser shall deliver to the Seller the Receivables Purchase Price, as provided in Section 2.1(b).

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