After the Closing. Buyer agrees to provide corporate finance services under a Consulting Agreement upon the issuance and transfer of additional Company shares, pursuant to Rule 506 Private Placement Offering Memorandums in such amounts as approved by the Company's Board of Directors to attempt to secure additional capital for the Company. Corporate finance services shall be provided on a best efforts basis. All legal, accounting, travel and marketing expenses relating to the Offering will be paid by the Company. SECTION THREE Confidentiality 3.01 Seller agrees that unless and until the Closing has been consummated, Seller and its representatives will hold in strict confidence, and will not use to the detriment of the Company or its shareholders (e.g. Buyer herein), all data and information with respect to the business of the Buyer obtained in connection with this agreement. If the transaction contemplated by this agreement is not consummated, Sellers will return to Buyer all the data and information that Buyer may reasonably request, including, but not limited to, worksheets, manuals, lists, memoranda, and other documents prepared, or made available to Sellers by Buyer in connection with this transaction. SECTION FOUR Delivery, Purchase, Loan, and Regulation D, Rule 506, Private Offering Memorandum 4.01 Seller shall deliver at time of closing to Buyer, free and clear of all liens, encumbrances and restrictions on transfer, certificates for the shares of stock sold, pursuant to this Stock Purchase Agreement, and accompanied by all other documents necessary, in the opinion of Buyer's counsel, for the effective transfer of ownership of the Corporation, including, but not limited to, minutes of the Company's Board of Directors approving this Agreement, and determining that the consideration to be received from Buyer for the Company's shares to-be-issued to Buyer, is adequate. 4.02 The Purchase Price will be the assumption of the liabilities listed in Schedule "D", attached hereto and incorporated herein by this reference, at time of closing to Sellers. 4.03 Buyer has loaned funds in the amount of $22,000 in cash prior to closing to Sellers, evidenced by a Demand Promissory Note, secured by the assets of the Company. 4.04 Buyer will assist the Company to prepare and market one or more Regulation D, Rule 506 Private Placement Offering Memorandum to raise $1,000,000 or as agreed upon by the newly elected Board of Directors. 4.05 Buyer may advance additional funds to the Company while the Regulation D, Rule 506 Offering Memorandums are being prepared and marketed.
Appears in 1 contract
Samples: Stock Purchase Agreement (Industrial Rubber Innovations Inc)
After the Closing. Buyer agrees to provide corporate finance services under a Consulting Agreement upon the issuance and transfer of additional Company shares, pursuant to Rule 506 Private Placement Offering Memorandums in such amounts as approved by the Company's Board of Directors to attempt to secure additional capital for the Company. Corporate finance services shall be provided on a best efforts basis. All legal, accounting, travel and marketing expenses relating to the Offering will be paid by the Company. SECTION THREE Confidentiality
3.01 Seller agrees that unless and until the Closing has been consummated, Seller and its representatives will hold in strict confidenceshall, and will not shall cause the Companies to, use to the detriment of the Company or its shareholders (e.g. Buyer herein), all data and information no lesser efforts with respect to the business invoicing and collection of accounts receivables of the Companies included in the Working Capital Assets (collectively, “Company Receivables”) than Buyer obtained and the Companies have historically used with respect to the invoicing and collection of similar receivables generated by Buyer and the Companies, as the case may be. Such efforts shall include, at a minimum, (i) prompt invoicing in connection accordance with this agreementall applicable contractual and/or client policies; (ii) compliance with client expense reimbursement policies and the provision of receipts upon request; (iii) follow-up correspondence, calls and in person meetings as necessary for collection; (iv) maintenance of monthly reports tracking billing/collection activities as well as the status and aging of Company Receivables, which reports shall be promptly provided to Seller and (v) discussions between senior management of Buyer and the Company employees responsible for the Company Receivables, with Buyer maintaining and enforcing a policy at the Companies whereby the existence of any Uncollected Receivables will have a negative impact on the compensation paid to the employees responsible for the same. If Seller shall, if requested by Buyer, cooperate in Buyer’s efforts to collect upon the transaction contemplated by this agreement is not consummatedCompany Receivables. On the 181st day following the Closing, Sellers will return Buyer shall, or shall cause the applicable Company to, assign to Seller all of the Companies’ right, title and interest in any Company Receivable that remains uncollected 180 days following the Closing (the “Uncollected Receivables”) and Seller shall pay to Buyer all (or any Affiliate of Buyer designated by Buyer) in immediately available funds an amount equal to the data and information that Uncollected Receivables less any amounts accrued for bonuses pursuant to Section 6.06. Buyer may reasonably request, including, but not limited to, worksheets, manuals, lists, memoranda, and other documents prepared, or made available shall remit to Sellers Seller any amounts received by Buyer in connection or any of its Affiliates after the 181st day following the Closing with this transaction. SECTION FOUR Delivery, Purchase, Loan, and Regulation D, Rule 506, Private Offering Memorandum
4.01 Seller shall deliver at time of closing respect to Buyer, free and clear of all liens, encumbrances and restrictions on transfer, certificates for the shares of stock sold, pursuant to this Stock Purchase Agreement, and accompanied by all other documents necessary, in the opinion of Buyer's counsel, for the effective transfer of ownership of the Corporation, including, but not limited to, minutes of the Company's Board of Directors approving this Agreement, and determining that the consideration to be received from Buyer for the Company's shares to-be-issued to Buyer, is adequatesuch Uncollected Receivables.
4.02 The Purchase Price will be the assumption of the liabilities listed in Schedule "D", attached hereto and incorporated herein by this reference, at time of closing to Sellers.
4.03 Buyer has loaned funds in the amount of $22,000 in cash prior to closing to Sellers, evidenced by a Demand Promissory Note, secured by the assets of the Company.
4.04 Buyer will assist the Company to prepare and market one or more Regulation D, Rule 506 Private Placement Offering Memorandum to raise $1,000,000 or as agreed upon by the newly elected Board of Directors.
4.05 Buyer may advance additional funds to the Company while the Regulation D, Rule 506 Offering Memorandums are being prepared and marketed.
Appears in 1 contract
Samples: Stock Purchase Agreement (Diamond Management & Technology Consultants, Inc.)
After the Closing. (i) Buyer agrees (utilizing Transferred Employees and Canadian Transferred Employees) shall collect all accounts receivable of the Business that are aged 90 days or less, in a manner consistent with the normal accounts receivables collection procedures and practice of Seller Parent and its Affiliates;
(ii) Seller shall collect all accounts receivable of the Business that are more than 90 days aged, in a manner consistent with the normal accounts receivables collection procedures and practice of Seller Parent and its Affiliates;
(iii) In the event that Seller determines that Buyer has not satisfied its obligations under Section 5.9(b)(i) above in any manner, Buyer shall make available a senior executive officer of Buyer for discussion with an officer of Seller and discuss in good faith any additional or alternative collection procedures or practices requested by Seller to provide corporate finance services under enable Buyer to successfully collect accounts receivable of the Business, and shall enact any such additional collection procedures or practices agreed upon with Seller.
(iv) The Parties will cooperate with each other to reconcile accounts receivable of the Business, and collections thereof, on a Consulting Agreement upon the issuance and transfer of additional Company shares, pursuant to Rule 506 Private Placement Offering Memorandums in such amounts as approved by the Company's Board of Directors to attempt to secure additional capital timely basis. If Seller collects any accounts receivable that is for the Company. Corporate finance services shall be provided on a best efforts basis. All legal, accounting, travel and marketing expenses relating to account of the Offering will be paid by the Company. SECTION THREE Confidentiality
3.01 Seller agrees that unless and until the Closing has been consummatedBuyer, Seller and its representatives will hold in strict confidence, and will not use shall remit such accounts receivable to Buyer within seven (7) business days of receipt thereof. If Buyer collects any accounts receivable that is for the detriment account of the Company or its shareholders Seller, Buyer shall remit such accounts receivable to Seller within seven (e.g. Buyer herein), all data and information with respect to the 7) business days of the Buyer obtained in connection with this agreement. If the transaction contemplated by this agreement is not consummated, Sellers will return to Buyer all the data and information that Buyer may reasonably request, including, but not limited to, worksheets, manuals, lists, memoranda, and other documents prepared, or made available to Sellers by Buyer in connection with this transaction. SECTION FOUR Delivery, Purchase, Loan, and Regulation D, Rule 506, Private Offering Memorandumreceipt thereof; and
4.01 (v) Seller shall deliver at time of closing to Buyer, free and clear of all liens, encumbrances and restrictions on transfer, certificates Buyer monthly account statements for the shares bank accounts associated with the accounts receivable of stock sold, pursuant to this Stock Purchase Agreementthe Business, and accompanied shall provide any notices reasonably requested by all other documents necessary, in the opinion of Buyer's counsel, for the effective transfer of ownership of the Corporation, including, but not limited to, minutes of the Company's Board of Directors approving this Agreement, and determining that the consideration to be received from Buyer for the Company's shares to-be-issued to Buyer, is adequate.
4.02 The Purchase Price will be the assumption of the liabilities listed in Schedule "D", attached hereto and incorporated herein by this reference, at time of closing to Sellers.
4.03 Buyer has loaned funds in the amount of $22,000 in cash prior to closing to Sellers, evidenced by a Demand Promissory Note, secured by the assets of the Company.
4.04 Buyer will assist the Company to prepare and market one or more Regulation D, Rule 506 Private Placement Offering Memorandum to raise $1,000,000 or as agreed upon by the newly elected Board of Directors.
4.05 Buyer may advance additional funds to the Company while customers to the Regulation D, Rule 506 Offering Memorandums are being prepared and marketedBusiness upon the closing of any such accounts.
Appears in 1 contract
After the Closing. the Buyer agrees shall promptly notify the Seller in writing of the proposed assessment or the commencement of any Tax audit or administrative or judicial proceeding or of any demand or claim on the Buyer or the Target Companies which, if determined adversely to provide corporate finance services under a Consulting Agreement upon the issuance and transfer taxpayer after the lapse of additional Company sharestime, pursuant to Rule 506 Private Placement Offering Memorandums in such amounts as approved could be grounds for payment of Taxes by the Company's Board Seller under this Agreement. Such notice shall contain factual information (to the extent known to the Buyer or the Target Companies) describing the asserted Tax liability in reasonable detail and shall include copies of Directors any notice or other document received from any taxing authority in respect of any such asserted Tax liability. If the Buyer fails to attempt to secure additional capital for give the Company. Corporate finance services Seller prompt notice of an asserted Tax liability as required by this Section 5.11(g), then the Seller shall be provided on relieved of any obligation to indemnify for any loss arising out of such asserted Tax liability under this Agreement only to the extent that the Seller is actually prejudiced by the failure of the Buyer to give such notice. The Buyer shall have the sole right to direct and control and make all decisions regarding the Target Companies’ interests in any audit or administrative or court proceeding (a best efforts basis. All legal, accounting, travel and marketing expenses “Contest”) relating to the Offering will be paid by the Company. SECTION THREE Confidentiality
3.01 Seller agrees that unless and until the Closing has been consummated, Seller and its representatives will hold in strict confidence, and will not use to the detriment Taxes of the Company or its shareholders (e.g. Buyer herein)Target Companies, all data including selection of counsel and information selection of a forum for such Contest, with respect to all Tax Returns for all periods other than the business Pre-Closing Tax Period and the Straddle Tax Period. The Seller shall have the right to participate in such Contest (at the Seller’s own expense) only to the extent that the Seller reasonably determines that the settlement or handling of such Contest could have an adverse effect on the Seller. The Seller shall have the right to direct and control and make all decisions regarding the Target Companies’ interests in any Contest relating to Taxes of the Target Companies, including selection of counsel and selection of a forum for such Contest, with respect to all Tax Returns which include the operations of the Target Companies for all Pre-Closing Tax Periods. In such Contest, if a taxing authority proposes a change to the taxable income of any of the Target Companies, the Seller shall promptly notify the Buyer obtained and such notice shall contain factual information (to the extent known to the Seller) describing the asserted Tax liability in connection reasonable detail. The Buyer shall have the right to participate in such Contest (at the Buyer’s own expense) only to the extent that the Buyer reasonably determines that the settlement or handling of such Contest could have an adverse effect on the Buyer for a period after the Closing Date. Any Contest with this agreementrespect to Taxes for a Straddle Period shall be controlled jointly by the Seller and the Buyer. If either the transaction contemplated by this agreement is Buyer or the Seller elects not consummated, Sellers will return to Buyer all direct and control any Contest that it has the data right to direct and information that Buyer may reasonably request, including, but not limited to, worksheets, manuals, lists, memoranda, and other documents prepared, control (or made available to Sellers by Buyer participate in connection with this transaction. SECTION FOUR Delivery, Purchase, Loan, and Regulation D, Rule 506, Private Offering Memorandum
4.01 Seller shall deliver at time of closing to Buyer, free and clear of all liens, encumbrances and restrictions on transfer, certificates for the shares of stock sold, such direction or control) pursuant to this Stock Purchase AgreementSection 5.11(g), the other Party may assume control of such Contest. Neither the Buyer nor the Seller may settle or compromise any Contest subject to this Section 5.11(g) without the prior written consent of the other Party; provided, however, that consent to settlement or compromise shall not be unreasonably withheld or delayed. The Buyer and accompanied by all other documents necessary, the Seller agree to cooperate in the opinion conduct of Buyer's counsel, for the effective transfer of ownership of the Corporation, including, but not limited to, minutes of the Company's Board of Directors approving this Agreement, and determining that the consideration to be received from Buyer for the Company's shares to-be-issued to Buyer, is adequateany Contest.
4.02 The Purchase Price will be the assumption of the liabilities listed in Schedule "D", attached hereto and incorporated herein by this reference, at time of closing to Sellers.
4.03 Buyer has loaned funds in the amount of $22,000 in cash prior to closing to Sellers, evidenced by a Demand Promissory Note, secured by the assets of the Company.
4.04 Buyer will assist the Company to prepare and market one or more Regulation D, Rule 506 Private Placement Offering Memorandum to raise $1,000,000 or as agreed upon by the newly elected Board of Directors.
4.05 Buyer may advance additional funds to the Company while the Regulation D, Rule 506 Offering Memorandums are being prepared and marketed.
Appears in 1 contract
After the Closing. Buyer agrees (a) Seller will continue to provide corporate finance services occupy the Seller Premises under a Consulting Agreement upon the issuance terms and transfer provisions of additional Company shares, pursuant the Seller Lease; (b) Seller will continue to Rule 506 Private Placement Offering Memorandums in such amounts as approved by have and enjoy all of the Company's Board rights and benefits of Directors to attempt to secure additional capital the "Tenant" under the Seller Lease; (c) Seller will be responsible and liable for the Company. Corporate finance services shall be provided on a best efforts basis. All legal, accounting, travel performance of all of the obligations of the "Tenant" under the Seller Lease; (d) Purchaser will have and marketing expenses relating to enjoy all of the Offering rights and benefits of the "Landlord" under the Seller Lease; and (e) Purchaser will be paid by the Company. SECTION THREE Confidentiality
3.01 Seller agrees that unless responsible and until the Closing has been consummated, Seller and its representatives will hold in strict confidence, and will not use to the detriment liable for all of the Company or its shareholders (e.g. Buyer herein), all data duties and information with respect to the business obligations of the Buyer obtained "Landlord" under the Seller Lease.
1.05 The Purchaser Sublease. Purchaser may, at Purchaser's option and election, sublease from Seller a portion of the Seller Premises under the terms and provisions of a sublease agreement in connection with this agreement. If the transaction contemplated by this agreement is not consummated, Sellers will return to Buyer all the data and information that Buyer may reasonably request, including, but not limited to, worksheets, manuals, lists, memoranda, and other documents prepared, or made available to Sellers by Buyer in connection with this transaction. SECTION FOUR Delivery, Purchase, Loan, and Regulation D, Rule 506, Private Offering Memorandum
4.01 Seller shall deliver at time form of closing to Buyer, free and clear of all liens, encumbrances and restrictions on transfer, certificates for the shares of stock sold, pursuant Exhibit "1.05" attached to this Stock Purchase Agreement, and accompanied by all other documents necessary, in the opinion of Buyer's counsel, for the effective transfer of ownership of the Corporation, including, but not limited to, minutes of the Company's Board of Directors approving this Agreement, and determining that the consideration to be received from Buyer for the Company's shares to-be-issued to Buyer, is adequate.
4.02 The Purchase Price will be the assumption of the liabilities listed in Schedule "D", attached hereto Agreement and incorporated herein by reference (the "Purchaser Sublease"). Purchaser must exercise Purchaser's option to enter into the Purchaser Sublease by delivering a written notice of exercise of such option to Seller at least ten (10) days prior to the Closing Date under this referenceAgreement. If Purchaser does not deliver such written notice of exercise to Seller within such time period, at time of closing then Purchaser will be deemed to Sellershave waived Purchaser's right to enter into the Purchaser Sublease.
4.03 Buyer 1.06 The Tenant Improvement Loan. Seller has loaned funds made an advance in the amount of $22,000 1,127,085.00 to SBC Services, Inc. for tenant improvements in cash prior to closing to Sellers, evidenced by a Demand Promissory Note, secured by the assets excess of the Company.
4.04 Buyer will assist the Company to prepare and market one or more Regulation D, Rule 506 Private Placement Offering Memorandum to raise $1,000,000 or as agreed upon level of landlord-provided improvements (the "Tenant Improvement Loan"). The Tenant Improvement Loan is further described as the advance which was made by Seller to SBC Services, Inc. as the newly elected Board "Additional Tenant Improvement Allowance" under the terms and provisions of Directors.
4.05 Buyer may advance additional funds to Paragraph 20(c) in the body of the "Standard Office Lease" dated July 28, 2000, by and between Investors Life Insurance Company while the Regulation Dof North America as "Landlord" and SBC Services, Rule 506 Offering Memorandums are being prepared and marketed.Inc. as
Appears in 1 contract
Samples: Agreement of Sale and Purchase (Financial Industries Corp)
After the Closing. Seller and Buyer agrees shall jointly appoint a qualified appraiser who shall prepare an appraisal of the fair market value of the major items of equipment at the Manteca Facility. For this purpose, the appraiser shall consider that fair market value means the successful bid at a public auction conducted by Seller upon reasonable notice, which bid is made by a party who would remove the sale item from the Manteca Facility at its expense and utilize it generally for its intended purpose at another location. Buyer shall have the option, which may be exercised by written notice to provide corporate finance services under Seller not later thirty (30) days after Buyer's receipt of such appraisal, to purchase any or all such items for a Consulting Agreement upon price equal to the issuance fair market value as determined by the appraiser. As to any such items so purchased, Seller shall credit Buyer, against the price thereof, with an amount (the "Manteca Credit Amount") equal to one million seven hundred thousand dollars ($1,700,000). As to any unused portion of the Manteca Credit Amount, Buyer may utilize such unused portion in any other offer made to Seller to purchase any other items of such equipment, and, if Seller elects to conduct a public sale of such equipment, Buyer may bid on the same terms as other prospective purchasers and transfer shall have a credit for such unused portion against any successful bid. If Seller elects to sell such equipment to a third party (other than at an auction), Buyer shall have a right of additional Company sharesfirst refusal to purchase such equipment. In such event, Seller shall give Buyer written notice of the price and terms of any such proposed sale and the identity of the proposed Buyer (the "Sale Notice"), and Buyer shall have five (5) days following receipt of the Sale Notice to exercise its right of first refusal by written notice to Seller, in which case Buyer shall pay to Seller the purchase price for such equipment within five (5) business days thereafter. If Buyer does not exercise its right of first refusal within five (5) days following Buyer's receipt of the Sale Notice, Seller may during a period of ninety (90) days after expiration of such five-day period, sell such equipment to the buyer identified in the Sale Notice for a price and terms no less favorable to Seller than set forth in the Sale Notice. If Buyer elects to purchase such equipment pursuant to Rule 506 Private Placement Offering Memorandums in such amounts as approved by the Company's Board of Directors to attempt to secure additional capital Sale Notice, Buyer shall have a credit for the Companyunused portion of the Manteca Credit Amount against Buyer's obligation to pay the purchase price. Corporate finance services Any items of equipment purchased by Buyer under this section shall be removed from the Manteca Facility at Buyer's expense and at Buyer's risk. The cost of the appraisal provided on a best efforts basis. All legal, accounting, travel and marketing expenses relating to the Offering will in this section shall be paid borne equally by the Company. SECTION THREE Confidentiality
3.01 Seller agrees that unless and until the Closing has been consummated, Seller and its representatives will hold in strict confidence, and will not use to the detriment of the Company or its shareholders (e.g. Buyer herein), all data and information with respect to the business of the Buyer obtained in connection with this agreement. If the transaction contemplated by this agreement is not consummated, Sellers will return to Buyer all the data and information that Buyer may reasonably request, including, but not limited to, worksheets, manuals, lists, memoranda, and other documents prepared, or made available to Sellers by Buyer in connection with this transaction. SECTION FOUR Delivery, Purchase, Loan, and Regulation D, Rule 506, Private Offering Memorandum
4.01 Seller shall deliver at time of closing to Buyer, free and clear of all liens, encumbrances and restrictions on transfer, certificates for the shares of stock sold, pursuant to this Stock Purchase Agreement, and accompanied by all other documents necessary, in the opinion of Buyer's counsel, for the effective transfer of ownership of the Corporation, including, but not limited to, minutes of the Company's Board of Directors approving this Agreement, and determining that the consideration to be received from Buyer for the Company's shares to-be-issued to Buyer, is adequate.
4.02 The Purchase Price will be the assumption of the liabilities listed in Schedule "D", attached hereto and incorporated herein by this reference, at time of closing to Sellers.
4.03 Buyer has loaned funds in the amount of $22,000 in cash prior to closing to Sellers, evidenced by a Demand Promissory Note, secured by the assets of the Company.
4.04 Buyer will assist the Company to prepare and market one or more Regulation D, Rule 506 Private Placement Offering Memorandum to raise $1,000,000 or as agreed upon by the newly elected Board of Directors.
4.05 Buyer may advance additional funds to the Company while the Regulation D, Rule 506 Offering Memorandums are being prepared and marketed.
Appears in 1 contract
After the Closing. Buyer agrees shall have full right and authority to provide corporate finance services under collect for its own account all Closing Receivables and shall make a Consulting Agreement upon the issuance and transfer of additional Company shares, pursuant good faith effort to Rule 506 Private Placement Offering Memorandums in such amounts as approved by the Company's Board of Directors to attempt to secure additional capital for the Company. Corporate finance services shall be provided on a best efforts basis. All legal, accounting, travel and marketing expenses relating to the Offering will be paid by the Company. SECTION THREE Confidentiality
3.01 Seller agrees that unless and until collect the Closing has been consummatedReceivables. Seller shall immediately pay to Buyer any amount received by Seller after the Closing attributable to payment of any Closing Receivables, Seller and its representatives will hold in strict confidence, and will not use to the detriment of the Company or its shareholders (e.g. Buyer herein), all data and information except with respect to Assigned Receivables after assignment thereof to Seller as provided below. Within 30 days after the business Cut-Off Date, Buyer shall give Seller notice (the "Receivables Notice") specifying the aggregate amount of Closing Receivables collected by Buyer during the period from the Closing Date through the Cut-Off Date (the "Collected Amount"). If (i) the face amount of the Closing Receivables minus the Collected Amount (the "Uncollected Amount"), exceeds (ii) the Receivables Reserve (the "Receivables Deficiency"), then Seller shall be obligated to pay to Buyer obtained cash in connection with this agreementan amount equal to the Receivables Deficiency, plus interest accrued on the amount thereof from and including the Closing Date to but excluding the date of payment at a rate per annum equal to the Interest Rate, within five Business Days after the date that the Receivables Notice is given. If the transaction contemplated by this agreement Receivables Reserve exceeds the Uncollected Amount, then Buyer shall be obligated to pay to Seller cash in an amount equal to such excess, plus interest accrued on the amount thereof from and including the Closing Date, to but excluding the date of payment at a rate per annum equal 10 15 to the Interest Rate, within five Business Days after the date that the Receivables Notice is not consummatedgiven. If the Uncollected Amount is greater than zero, Sellers will return on such date that the Receivables Notice is given or, if Seller is obligated to pay to Buyer all an amount equal to the data and information Receivables Deficiency, on such date that Buyer may reasonably request, including, but not limited to, worksheets, manuals, lists, memoranda, and other documents prepared, or made available to Sellers by Buyer in connection with this transaction. SECTION FOUR Delivery, Purchase, Loan, and Regulation D, Rule 506, Private Offering Memorandum
4.01 Seller shall deliver at time pay Buyer an amount equal to the Receivables Deficiency plus interest as aforesaid, Buyer shall assign to Seller the Closing Receivables (including the unpaid portion of closing any Closing Receivables) that were not collected during the period from the Closing Date through the Cut-Off Date (the "Assigned Receivables"). Upon an assignment to Buyer, free and clear Seller of all liens, encumbrances and restrictions on transfer, certificates for the shares of stock sold, Assigned Receivables pursuant to this Stock Purchase AgreementSection, Buyer shall have no further responsibility with respect to any such Assigned Receivables and shall not be entitled to receive any portion of any amounts collected by Seller with respect thereto, and accompanied Seller shall be entitled to undertake any and all collection efforts (including, without limitation, the commencement of legal action) with respect to any such Assigned Receivables, provided that Buyer shall, if so requested by all other documents necessarySeller within five (5) Business Days after receipt of the Receivables Notice, make a good faith effort to collect the Assigned Receivables for the account of Seller and remit any receipts thereof on the 90th and 180th day after the Cut-Off Date, but after such 180th day Buyer shall have no further obligation to collect the Assigned Receivables. Buyer shall give Seller access to such books and records of Seller with respect to Assigned Receivables as Seller shall reasonably request. Except as provided in the opinion second preceding sentence, Buyer shall promptly pay to Seller any amount received by Buyer after the Cut-Off Date attributable to payment of Buyer's counselany Assigned Receivables. For purposes of this Section 3.3, all amounts collected on account of Receivables shall be applied as indicated by the customer or, if no indication is made, to the oldest outstanding Receivable, except to the extent that the customer has asserted to Buyer a colorable defense against a Receivable as to which payment would otherwise be applied hereunder. Buyer will not notify customers that Seller has guaranteed to Buyer collection of the Closing Receivables, although Seller acknowledges that this Agreement will be filed by Parent in the public record with the Securities and Exchange Commission. Buyer shall, if so requested by Seller, make a good faith effort to collect the Excluded Receivables for the effective transfer account of ownership Seller, but Buyer shall have no further obligation to collect the Excluded Receivables after the Cut-Off Date. Buyer shall promptly pay to Seller any amount received by Buyer after the Closing attributable to payment of any of the Corporation, including, but not limited to, minutes of the Company's Board of Directors approving this Agreement, and determining that the consideration to be received from Buyer for the Company's shares to-be-issued to Buyer, is adequateExcluded Receivables.
4.02 The Purchase Price will be the assumption of the liabilities listed in Schedule "D", attached hereto and incorporated herein by this reference, at time of closing to Sellers.
4.03 Buyer has loaned funds in the amount of $22,000 in cash prior to closing to Sellers, evidenced by a Demand Promissory Note, secured by the assets of the Company.
4.04 Buyer will assist the Company to prepare and market one or more Regulation D, Rule 506 Private Placement Offering Memorandum to raise $1,000,000 or as agreed upon by the newly elected Board of Directors.
4.05 Buyer may advance additional funds to the Company while the Regulation D, Rule 506 Offering Memorandums are being prepared and marketed.
Appears in 1 contract
After the Closing. Buyer agrees shall collect the Receivables in the ordinary and normal course of Buyer's business, which shall not be required to provide corporate finance services extend to the institution of litigation, employment of counsel or collection agencies or any other extraordinary means of collection; provided, however, that neither the Company nor Buyer shall, without the written consent of Seller, compromise or settle for less than full value any of the Receivables; provided, further, that the difference between the full value and the compromised or settled amount made with Seller's consent shall not be considered a Collected Amount (as defined below). Notwithstanding the foregoing, Buyer shall be under no obligation to collect the Receivables that are more than 120 days in arrears. From time to time after the Closing, Buyer shall cause the Company to deliver to Seller a Consulting Agreement upon written list setting forth the issuance aggregate amount of the Receivables that are more than 120 days in arrears (the "UNCOLLECTED AMOUNT"). Within ten (10) days of delivery of such list, Seller shall remit to the Company the aggregate amount of the Uncollected Amount. Buyer shall thereafter cause the Company to transfer to Seller any and transfer all of additional Company shares, pursuant to Rule 506 Private Placement Offering Memorandums in such amounts as approved by the Company's Board right, title and interest in and to the collection of Directors amounts that are part of the Uncollected Amount. Except with respect to attempt payments that are specifically identifiable as related to secure additional capital for accounts receivable or notes receivable arising after the Company. Corporate finance services Closing Date, any monies received by the Company from Persons with respect to accounts receivable or notes receivable arising on or prior to the Closing Date shall be provided on a best efforts basis. All legalapplied first against the Accounts Receivable and the Notes Receivable, accountingas the case may be, travel and marketing expenses unless such Person disputes its obligation therefor (in which case Buyer shall promptly return all records relating to the Offering will be paid by the Company. SECTION THREE Confidentiality
3.01 Seller agrees that unless and until the Closing has been consummated, Seller and its representatives will hold in strict confidencedisputed account to Seller, and will not use to the detriment of the Company or its shareholders (e.g. Buyer herein), all data and information shall thereafter have no further responsibility with respect to the business collection thereof). The Company shall promptly remit to Seller any monies actually received on any Receivables that were part of the Buyer obtained Uncollected Amount in connection with this agreement. If the transaction contemplated by this agreement is not consummatedevent that such monies are received following the Closing, Sellers will return to Buyer all the data and information that Buyer may reasonably request, including, but not limited to, worksheets, manuals, lists, memoranda, and other documents prepared, or made available to Sellers by Buyer in connection with this transaction. SECTION FOUR Delivery, Purchase, Loan, and Regulation D, Rule 506, Private Offering Memorandum
4.01 than monies received from Seller shall deliver at time of closing to Buyer, free and clear of all liens, encumbrances and restrictions on transfer, certificates for the shares of stock sold, pursuant to this Stock Purchase Agreement, and accompanied by all other documents necessary, in the opinion of Buyer's counsel, for the effective transfer of ownership of the Corporation, including, but not limited to, minutes of the Company's Board of Directors approving this Agreement, and determining that the consideration to be received from Buyer for the Company's shares to-be-issued to Buyer, is adequateSection 1.7.
4.02 The Purchase Price will be the assumption of the liabilities listed in Schedule "D", attached hereto and incorporated herein by this reference, at time of closing to Sellers.
4.03 Buyer has loaned funds in the amount of $22,000 in cash prior to closing to Sellers, evidenced by a Demand Promissory Note, secured by the assets of the Company.
4.04 Buyer will assist the Company to prepare and market one or more Regulation D, Rule 506 Private Placement Offering Memorandum to raise $1,000,000 or as agreed upon by the newly elected Board of Directors.
4.05 Buyer may advance additional funds to the Company while the Regulation D, Rule 506 Offering Memorandums are being prepared and marketed.
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After the Closing. Buyer Sellers shall continue to have the right, in its own name, to demand payment of and to collect rent and Additional Rent arrearages owed to Sellers by any Tenant, which right shall include the right to continue or commence legal actions or proceedings against any Tenant for the payment of such arrearages (provided, however, Seller shall not commence or continue any legal action or proceeding to terminate a Tenant's tenancy or to dispossess a Tenant or otherwise disturb a Tenant's occupancy), and delivery of the Lease Assignment shall not constitute a waiver by Sellers of such right. At no cost to Purchaser or if Purchaser incurs any cost with Seller's prior written consent, Seller agrees to provide corporate finance services under reimburse Purchaser for same, Purchaser agrees reasonably to cooperate with Sellers in connection with all reasonable efforts by Sellers to collect such rents and Additional Rents and to take all reasonable steps, including adding the rent arrearages to Purchaser's bills to Tenant for current rent obligations and testifying on behalf of Sellers, whether before or after the Closing Date, as may be 13 reasonably necessary to carry out the intention of the foregoing, including the delivery to Sellers, upon demand and to the extent in Purchaser's possession, of any relevant books and records (including any rent or Additional Rent statements, receipted bills and copies of Tenant checks used in payment of such rent or Additional Rent), the execution of any and all consents or other documents, and the undertaking of any other reasonable act necessary for the collection of such rents and Additional Rents by Sellers. If a Consulting Agreement upon Tenant, in response to Sellers' legal actions or proceedings to recover rent and Additional Rent arrearages, commences its own legal action against a Seller or files a counterclaim to such Seller's legal action or proceeding, and such Tenant's legal action or counterclaim names Purchaser as a defendant and relates to the issuance and transfer of additional Company sharesissues raised in Sellers' legal action or proceeding, pursuant to Rule 506 Private Placement Offering Memorandums then, in such amounts as approved by the Company's Board of Directors to attempt to secure additional capital for the Company. Corporate finance services shall be provided on a best efforts basis. All legal, accounting, travel and marketing expenses relating to the Offering will be paid by the Company. SECTION THREE Confidentiality
3.01 Seller agrees that unless and until the Closing has been consummatedevent, Seller hereby indemnifies and its representatives will agrees to hold in strict confidence, harmless and will not use defend Purchaser with counsel of Sellers' choice and reasonably acceptable to the detriment of the Company or its shareholders (e.g. Buyer herein), all data and information Purchaser with respect to the business of the Buyer obtained in connection with this agreement. If the transaction contemplated by this agreement is not consummated, Sellers will return to Buyer all the data and information that Buyer may reasonably request, including, but not limited to, worksheets, manuals, lists, memoranda, and other documents prepared, any such legal action or made available to Sellers by Buyer in connection with this transaction. SECTION FOUR Delivery, Purchase, Loan, and Regulation D, Rule 506, Private Offering Memorandum
4.01 Seller shall deliver at time of closing to Buyer, free and clear of all liens, encumbrances and restrictions on transfer, certificates for the shares of stock sold, pursuant to this Stock Purchase Agreement, and accompanied by all other documents necessary, in the opinion of Buyer's counsel, for the effective transfer of ownership of the Corporation, including, but not limited to, minutes of the Company's Board of Directors approving this Agreement, and determining that the consideration to be received from Buyer for the Company's shares to-be-issued to Buyer, is adequatecounterclaim.
4.02 The Purchase Price will be the assumption of the liabilities listed in Schedule "D", attached hereto and incorporated herein by this reference, at time of closing to Sellers.
4.03 Buyer has loaned funds in the amount of $22,000 in cash prior to closing to Sellers, evidenced by a Demand Promissory Note, secured by the assets of the Company.
4.04 Buyer will assist the Company to prepare and market one or more Regulation D, Rule 506 Private Placement Offering Memorandum to raise $1,000,000 or as agreed upon by the newly elected Board of Directors.
4.05 Buyer may advance additional funds to the Company while the Regulation D, Rule 506 Offering Memorandums are being prepared and marketed.
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