Settlement of the Purchase Price Sample Clauses

Settlement of the Purchase Price. The Purchase Price shall be fully and finally settled by way of the Purchaser, on the Closing Date and as contemplated in the Implementation Agreement, issuing the GSPL CCN’s to the Seller.
Sample 1Sample 2
AutoNDA by SimpleDocs
Settlement of the Purchase Price. On the Purchase Date, the Department shall pay to the Seller the Purchase Price by electronic transfer in funds available by the next Business Day to the account specified by the Seller. Simultaneously with the payment to the Seller of the Purchase Price, (i) the Seller shall deliver to the Department a duly executed Xxxx of Sale with respect to the related Loans being sold on such Purchase Date in the form attached hereto as Exhibit B, (ii) either (x) if the Seller is an Eligible Lender, the Seller does hereby sell, transfer, assign, set over and convey to the Department, without recourse, but subject to the terms of the Agreement, all rights, title and interest of the Seller in and to the Loans listed on the Loan Schedule delivered in connection with the related Purchase Date, or (y) if the Seller is not an Eligible Lender, the Eligible Lender Trustee does hereby sell, transfer, assign, set over and convey to the Department, without recourse, but subject to the terms of the Agreement, all of its rights, title and interest in and to the related Eligible Loans, and the Seller does hereby sell, transfer, assign, set over and convey to the Department, without recourse, but subject to the terms of the Agreement, all of its beneficial interests in such Eligible Loans, and (iii) the Seller does hereby sell, transfer, assign, set over and convey to the Department all of the related servicing files and servicing rights appurtenant to the related Loans, the related Promissory Notes and related Loan Documents (including, without limitation, any rights of the Seller to receive from any third party any documents which constitute a part of the loan or servicing files) and all rights and obligations arising under the documents contained therein.
Sample 1
Settlement of the Purchase Price. On the date of the Initial Xxxx of Sale, the Purchaser shall pay to the Seller the Purchase Price by wire transfer of immediately available funds to the account specified by the Seller and shall deliver to the Seller the applicable percentage of the Certificate.
Sample 1
Settlement of the Purchase Price. The Purchase Price shall be settled as follows: ● 50% of the Purchase Price shall be settled by Sterna Finance Ltd. or another affiliate of Hemen providing a non-amortizing loan with maturity three years after completion of the Transaction with an interest rate of LIBOR + 3.0% (the "Loan"). Interest on the loan will be repaid quarterly in arrears. The loan will be guaranteed by Golden Ocean Holdings Limited on behalf of the Buyers. ● GOGL will on or about the date hereof carry out an equity offering in the vicinity of USD 100 million (the "Equity Offering"). A portion of the Purchase Price shall be settled in-kind, by GOGL issuing a number of shares in the Equity Offering to Hemen so that Hemen and affiliated company Farahead Investments Inc. retains an aggregate ownership share of 34.2% in GOGL upon completion of the Equity Offering (the "In-kind Consideration Shares"). The value of the In-kind Consideration Shares shall equal the purchase price per share set in the part of the Equity Offering that is placed with investors in the market. ● The remaining part of the Purchase Price shall be settled in cash.
Sample 1
Settlement of the Purchase Price. On the date of the Initial Xxxx of Transfer, the Transferee shall pay to the Transferor the Purchase Price by wire transfer of immediately available funds to the account specified by the Transferor and shall deliver the Certificate to the Transferor.
Sample 1
Settlement of the Purchase Price. (a) The Purchaser and the Seller shall jointly make a physical count of the Inventory as of the Closing Date. The Purchaser and the Seller shall each have the right to have their respective independent accountants present at and to participate in the physical count. The Purchaser and the Seller shall jointly prepare a report (the "Inventory Report") of the results of the inventory count no later than the end of the tenth Business Day following the Closing Date. If the Purchaser and the Seller cannot agree on the content of the Inventory Report, such disagreement shall be resolved by recounting the affected items of Inventory or by such other means as the Purchaser and the Seller may agree no later than 20 Business Days after the Closing Date. All Inventory shall be valued as set forth on Schedule 2.3. The value of the Inventory shown on the Inventory Report, calculated as set forth herein, shall be the "Closing Inventory Amount."
Sample 1
Settlement of the Purchase Price. (a) As soon as practicable, but in no event more than 30 days after the Closing Date ("30-Day Period"), the Seller and the Purchaser shall agree upon a statement of the book value of the Purchased Assets less the Assumed Liabilities of the Business acquired or assumed (the "Closing Net Assets") as of the Closing Date (the "Closing Balance Sheet"), which Closing Balance Sheet shall be prepared in conformity with GAAP on a basis consistent with Seller's audited historical financial statements and the computation of the Estimated Net Assets. If there is any dispute with respect to the Closing Balance Sheet which cannot be resolved within the 30-Day Period, then the CPA Firm and the Accountants shall attempt to resolve the differences, with each party responsible for the fees of its own accountants. If the CPA Firm and the Accountants cannot resolve the dispute and agree upon the Closing Net Assets within 30 days of the expiration of the 30-Day Period, then the parties shall endeavor to settle the dispute by mediation under the then current CPR Model Mediation for Business disputes published by the CPR Institute for Dispute Resolution in New York. The Purchaser and Seller shall equally share any expenses of mediation. If the mediation fails to settle the matter within the periods provided by the CPR Model Mediation rules or if either party refuses to participate in mediation, then either party may commence arbitration pursuant to Section 9.14.
Sample 1
AutoNDA by SimpleDocs
Settlement of the Purchase Price a) The Lessee/Buyer is hereby granted the exclusive right and privilege of purchasing the Properties and to settle the Purchase Price at any time during the Term of the Lease and during any extensions thereof. Upon full payment of the Purchase Price by the Lessee/Buyer to the Lessor/Seller, the Agreement shall be terminated and the Lessor/Seller shall have no further right title interest or anything whatsoever in and to the Properties or any part thereof, and that as from such date thereof the legal and equitable title and interest in and to the Properties shall be vested on the Lessee/Buyer.
Sample 1

Related to Settlement of the Purchase Price

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

  • The Purchase Price If the sale of the Property is not subject to HST, Seller agrees to certify on or before (included in/in addition to) closing, that the sale of the Property is not subject to HST. Any HST on chattels, if applicable, is not included in the Purchase Price.

  • Allocation of the Purchase Price (a) Within ninety (90) days after the final determination of the Final Purchase Price pursuant to Section 2.5, the Sellers will provide the Buyer with a statement (or statements) (the “Asset Acquisition Statement”) with the Sellers’ proposed allocation of the Final Purchase Price (plus any other amounts, including Assumed Liabilities, to the extent properly taken into account as consideration for applicable Tax purposes) among the Transferred Assets and, if applicable, the Ancillary Agreements and any other rights transferred hereunder or thereunder in accordance with Section 1060 of the Code (and any other applicable state, local or non-U.S. Law). The Buyer may, within thirty (30) days after receiving such Asset Acquisition Statement, propose to the Sellers in writing any changes to such Asset Acquisition Statement that are consistent with applicable Law (the “Allocation Notice of Objection”), and if the Buyer does not deliver such a Notice of Objection within such period, the Buyer shall be deemed to have accepted such proposed Asset Acquisition Statement and it shall become final and binding on the Parties. If the Buyer delivers a Notice of Objection, then the Buyer and the Sellers will endeavor in good faith to resolve any differences with respect to the Asset Acquisition Statement within thirty (30) days after the Sellers’ receipt of the Notice of Objection. If the Buyer and the Sellers are unable to resolve such differences, the matters in dispute shall be resolved by the Accounting Firm, which determination by such Accounting Firm shall be consistent with this Agreement. The fees, costs and expenses of the Accounting Firm shall be borne by the Buyer and the Sellers in inverse proportion as they may prevail on matters resolved by the Accounting Firm, which proportionate allocations also shall be determined by the Accounting Firm at the time the determination of the Accounting Firm is rendered.

  • Delivery of the Purchase Price At least one business day prior to the effective date of the Company’s registration statement relating to the IPO (“Registration Statement”), or the date of the exercise of the Over-Allotment Option, if any, the Purchaser agrees to deliver the Initial Purchase Price or Additional Purchase Price, as the case may be, by certified bank check or wire transfer of immediately available funds denominated in United States Dollars to Continental Stock Transfer & Trust Company, a New York corporation (“CST”), which is hereby irrevocably authorized to deposit such funds on the applicable Closing Date to the trust account which will be established for the benefit of the Company’s public shareholders, managed pursuant to that certain Investment Management Trust Agreement to be entered into by and between the Company and CST and into which substantially all of the proceeds of the IPO will be deposited (the “Trust Account”). If the IPO is not consummated within 14 days of the date the Initial Purchase Price is delivered to CST, the Initial Purchase Price shall be returned to the Purchaser by certified bank check or wire transfer of immediately available funds denominated in United States Dollars, without interest or deduction.

  • Adjustments to the Purchase Price The Purchase Price shall be adjusted as of the Closing Date by:

  • 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 $1.00 (the "Purchase Price").

  • Purchase Price Adjustments (a) No later than 75 days following the Closing, Purchaser shall cause to be prepared and delivered to Seller a statement (the “Post-Closing Payment Statement”) setting forth (i) Purchaser’s good faith calculation of the aggregate amount of the Cash Equivalents, (ii) Purchaser’s good faith calculation of the Net Working Capital and the resulting amount, if any, by which the Net Working Capital is less than (or greater than) Target Working Capital, (iii) Purchaser’s good faith estimate of the Closing Indebtedness, (iv) Purchaser’s calculation of the Aggregate Purchase Price based on the foregoing and (v) Purchaser’s calculation of the Loan Receivables. If Seller accepts the Post-Closing Payment Statement in writing, or if Seller fails to notify Purchaser of any dispute with respect thereto within 30 days following receipt thereof, then the calculation of the Aggregate Purchase Price and the components thereof and Purchaser’s calculation of the Loan Receivables as set forth in the Post-Closing Payment Statement shall be deemed final and conclusive and binding upon all parties. If Seller disputes the accuracy of the calculation of the Aggregate Purchase Price or any component thereof or the calculation of the Loan Receivables set forth in the Post-Closing Payment Statement, Seller shall provide written notice to Purchaser no later than 30 days following receipt of the Post-Closing Payment Statement (the “Dispute Notice”), setting forth in reasonable detail those items that Seller disputes, the amounts of any adjustments that are necessary in Seller’s judgment for the computation of the Aggregate Purchase Price or the components thereof or the calculation of the Loan Receivables to conform to the requirements of this Agreement, and the basis for its suggested adjustments. During the 30-day period following delivery of a Dispute Notice, Purchaser and Seller will negotiate in good faith with a view to resolving their disagreements over the disputed items. From and after the delivery of the Post-Closing Payment Statement to Seller and until the final determination of the Aggregate Purchase Price and the Loan Receivables in accordance with this Section 2.6, Seller and its agents will be provided with such reasonable access during normal business hours to the relevant portions of the financial books and records of the Company and its Subsidiary and access to the agents and employees of the Company and its Subsidiary (including independent accountants and their work papers, subject to execution of customary access papers) as Seller may reasonably request to enable it to respond to the Post-Closing Payment Statement. If the parties resolve their differences over the disputed items in accordance with the foregoing procedure, the Aggregate Purchase Price and the Loan Receivables shall be the amount agreed upon by them. If the parties fail to resolve their differences over the disputed items within such 30-day period, then Purchaser and Seller shall forthwith jointly engage the Accounting Arbitrator to make a binding determination as to the disputed items in accordance with this Agreement. The “

  • Purchase Price Adjustment (a) As soon as reasonably practicable, following each Closing Date, Purchaser shall prepare, or shall cause to be prepared, a Final Closing Statement for each Target Business Segment that is the subject of such Closing and a certificate of the chief financial officer directly overseeing the Target Companies comprising such Target Business Segment certifying that the Final Closing Statement was prepared in accordance with the Agreed Accounting Principles and engage Deloitte and Touche LLP (or such other registered public accounting firm of international reputation which is mutually acceptable to Parent and Purchaser) (the “Accounting Expert”) to (i) audit the Final Closing Statement and issue a report thereon, and (ii) certify in writing to Parent and Purchaser that such audit was conducted in accordance with the terms hereof, and Purchaser shall cause such report and such certificate to be produced no later than 120 days following each Closing Date. The Accounting Expert shall be provided reasonable access to the books, records and other relevant information of the Target Companies, Purchaser, Parent and their respective Representatives, to the extent necessary to complete its audit of the Final Closing Statement, and Purchaser and Parent shall, and shall cause their Representatives (including the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used in, and reasonably necessary for the preparation of, such Final Closing Statement and in order to respond to inquiries made by the Accounting Expert, and Purchaser shall cause the Subject Companies to prepare and deliver customary management representation letters as may be requested by the Accounting Expert. Parent shall be provided reasonable access to the books, records and other relevant information of the Target Companies, Purchaser, and their respective Representatives (including the working papers of Parent and the Accounting Expert in connection with the preparation and audit of the applicable Final Closing Statement), and Purchaser and Parent shall, and shall cause their Representatives (including the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used in the Final Closing Statement in order to respond to inquiries made by Parent. The Final Closing Statement shall be final and binding and shall be used in determining the Adjustment Amount, absent manifest error. The fees and expenses of the Accounting Expert shall be borne by Parent.

  • Adjustment of Repurchase Price In determining the applicable repurchase price of the Stock and Options, as provided for in Sections 5 and 6, above, appropriate adjustments shall be made for any stock dividends, splits, combinations, recapitalizations or any other adjustment in the number of outstanding shares of Stock in order to maintain, as nearly as practicable, the intended operation of the provisions of Sections 5 and 6.

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

Time is Money Join Law Insider Premium to draft better contracts faster.