To Sellers. If to Sellers: c/o Select Property Investments, LLC 4012 X. Xxxxxxx Xxxx, Xxx 000 Xxx Xxxxx, Xxxxxx 00000-0000
To Sellers the Ancillary Agreement referred to in Sections 2.2 (a) and 2.2 (d), executed by Buyer;
To Sellers. The Buyer's Estimate submitted to the Sellers shall be accompanied by (a) a statement setting forth in reasonable detail the calculation of the estimated Current Assets and Liabilities as of the Determination Date, and (b) a certificate signed by an officer of the Buyer confirming that such estimate was calculated in accordance with the terms of this section 2 to the extent possible in light of the information provided to Buyer. The amount payable at the closing shall be based upon the Sellers' Estimate. If the Buyer's Estimate is higher than the Sellers Estimate, the Sellers shall deposit the amount of such difference into the Working Capital Escrow Account pursuant to section 2.
To Sellers. 000 Xxxxx x’Xxxxxxxx, Xxxxx X-00 Xxxxxxxx, Xxxxxx X0X 0X0 Fax: (000) 000-0000
To Sellers. With respect to each Property:
(a) The cash portion of the Purchase Price as set forth in Section 2.2, less costs, offsets and prorations in accordance with the provisions of this Agreement;
(b) A copy of the recorded Grant Deed;
(c) One (1) fully executed duplicate original of the Xxxx of Sale;
(d) One (1) fully executed duplicate original of the Assignment of Intangibles;
(e) One (1) fully executed duplicate original of the Assignment of Contracts;
(f) One (1) fully executed duplicate of the Settlement Statement;
(g) One (1) fully executed duplicate of the Third Party Notices;
(h) A copy of the Title Policy issued to Purchaser;
(i) One (1) duplicate original or conformed copy as appropriate, of any other document to be received by Sellers through Escrow pursuant to the provisions of this Agreement; and
(j) One (1) copy of any other document delivered to Escrow Holder by Purchaser or Sellers pursuant to the terms of this Agreement.
To Sellers. On the Purchase Date for each Transaction, ownership of the Purchased Assets shall be transferred to the Administrative Agent or its designee against the simultaneous transfer of the Purchase Price to the following account of the Sellers (or as otherwise directed by the Sellers in writing): Account No. 00000000, for the account of Deutsche Bank, ABA No. 000000000, Attn: Barclays WH, not later than 5:00 p.m. New York City time, simultaneously with the delivery to the Administrative Agent of the Purchased Assets relating to each Transaction. With respect to the Purchased Asset being sold by the Sellers on a Purchase Date, the Sellers hereby sell, transfer, convey and assign to the Administrative Agent or its designee without recourse, but subject to the terms of this Repurchase Agreement, all the right, title and interest of the Sellers in and to the Purchased Assets together with all right, title and interest in and to the proceeds of any related Repurchase Assets.
To Sellers. Xxxxxxx Xxxxxxx, Esq. 00000 Xxxx 00xx Xxx Xxxxx 000 Xxxxx xxxxx Xx 00000 To Buyer: Xxx X. Xxxxxxxxx, CEO Accesspoint Corporation 00 Xxxxxxxxx Xxxx Xxxxx 000 Xxxxxx, XX 00000 With copy to (which copy shall not constitute notice):
Xxxxxx X. Xxxx, Esq, Floratos, Loll & Xxxxxx A Professional Law Corporation 00000 Xxx Xxxxxx Xxx. Suite 225 Irvine, CA 92612 or such other addresses as shall be furnished in writing by any party, and any such notice or communication shall be deemed to have been given as of the date received.
To Sellers. If to Key or to Titanic: ---------- Islaxx Xxxxx Xxxxxx Xxxxxx Xxxxxxxx Xxxxx XX0 0XX with a copy to: Malcxxx Xxxxxxxxx, Xxq. Michelmores 18 Cxxxxxxxx Xxxx Xxxxxx XX00XX If to Balcou: Stovxxx Xxxx Xxxxxxx Xxxxxxx Kingsbridge Devon TQ7 4NL with a copy to:
To Sellers. Buyer shall also cause a copy of the Release Notice to be delivered to the Escrow Agent on the same date, together with a statement confirming the date upon which such Release Notice has been provided to Sellers on the same date. If Sellers dispute the validity or amount of any such claim, Sellers shall so notify the Buyer Indemnified Person seeking such indemnification in writing (a "Dispute Notice") within 10 calendar days after the Buyer Indemnified Person has provided Sellers with its Release Notice. The Dispute Notice, if any, shall state that Sellers dispute the distribution described in the Release Notice and will contain a description in reasonable detail of the basis for the dispute and the amount in dispute. Sellers shall cause a copy of the Dispute Notice to be provided to the Escrow Agent on the same date that such Dispute Notice is provided to the Buyer Indemnified Person, together with a statement confirming that such Dispute Notice has been provided to the Buyer Indemnified Person on the same date. If a Dispute Notice has not been delivered to the Buyer Indemnified Person and the Escrow Agent within the required 10 day period, the Escrow Agent shall promptly disburse to Buyer the portion of the Escrow Funds set forth in the Release Notice.
To Sellers. All notices to Sellers under this Sales Plan shall be given to Sellers in the manner specified by this Sales Plan by telephone at , to be confirmed in writing by facsimile at , by e-mail at , or by certified mail to the address below: Address: 0000 XxXxxxxx Xxxxxx, Suite 1600 Dallas, TX 75201
