Marketing Support At no additional cost, Planet Payment will provide such marketing support as Acquirer may reasonably require in connection with marketing the Acquirer Program to Merchants, including but not limited to:
Final Purchase Price Within 120 days after the Closing Date (provided, however, and notwithstanding the foregoing, not before ninety (90) days after the Closing Date), Seller Representative will prepare and deliver to Buyer, in accordance with this Agreement, a proposed statement (the “Final Settlement Statement”) setting forth each adjustment to the Purchase Price to be made pursuant to Section 2.04, along with supporting documentation reasonably necessary to support Sellers’ calculations and all back up invoices, statements and other materials, and the resulting final Purchase Price (as such final Purchase Price is agreed by Buyer and Seller Representative or determined pursuant to this Section 2.06, the “Final Purchase Price”). Within 30 days after receipt of the preliminary Final Settlement Statement, Buyer shall return a written report containing any proposed changes to the preliminary Final Settlement Statement (a “Dispute Notice”) and/or request additional supporting documentation or information. Buyer and Seller Representative agree to use commercially reasonable efforts to finalize such post-Closing adjustments no later than 180 days after the Closing Date (the date such agreement is made or such adjustments are otherwise determined pursuant to this Section 2.06, the “Final Settlement Date”). In the event that (a) the Closing Purchase Price, as determined pursuant to Section 2.05, is more than the Final Purchase Price, within two Business Days after the Final Settlement Date, Sellers shall pay to Buyer the amount of such difference, or (b) the Closing Purchase Price, as determined pursuant to Section 2.05, is less than the Final Purchase Price, within two Business Days after the Final Settlement Date, Buyer shall pay to Sellers the amount of such difference, in either event by wire transfer or other immediately available funds to the account notified by Seller Representative or Buyer, as the case may be. If Seller Representative and Buyer are unable to resolve the matters addressed in the Dispute Notice within 210 days after the Closing Date, each of Buyer and Seller Representative shall, within ten Business Days after such deadline, summarize its position with regard to such dispute in a written document of 20 pages or less (exclusive of exhibits) and submit such summaries to a nationally or internationally recognized accounting firm with expertise in the oil and gas industry and that is otherwise reasonably acceptable to and mutually accepted by Buyer and Seller Representative, but who has not worked as an employee or outside counsel or consultant for any Party or its Affiliates during the five year period preceding the arbitration or have any financial interest in the dispute, (the “Accounting Arbitrator”), together with the Dispute Notice, the Final Settlement Statement and any other documentation such Party may desire to submit. Within 30 days after receiving Buyer’s and Seller Representative’s respective submissions, the Accounting Arbitrator shall render a decision choosing either Seller Representative’s position or Buyer’s position with respect to each matter addressed in the Parties’ respective submissions, based on the materials described above. Any decision rendered by the Accounting Arbitrator pursuant hereto shall be final, conclusive and binding on Sellers and Buyer. The costs of such Accounting Arbitrator shall be borne one-half by Buyer and one-half by Sellers. The Accounting Arbitrator shall act as an expert for the limited purpose of determining the specific Final Purchase Price dispute presented to it, shall be limited to the procedures set forth in this Section 2.06, shall not have the powers of an arbitrator, shall not consider any other disputes or matters, and may not award damages, interest, costs, attorney’s fees, expenses or penalties to any Party.
Initial Purchase Price The VFN is to be purchased at a price (the “Initial Purchase Price”) equal to 100% of the Initial Note Principal.
Total Purchase Price $ --------------- IF FOR AN INDIVIDUAL: IF FOR AN ENTITY: Entity Name: -------------------- By: By: -------------------------------------- ----------------------------- Print Name: Print Name: ------------------------------ --------------------- Title: -------------------------- COMPANY: AGREED AND ACCEPTED AS TO _______________ SHARES EFFECTIVE AS OF ----------- ------------------------------. Atlas Mining Company a Idaho Corporation By: --------------------------------------- Xxxx Xxxxxxxx, President ATTACHMENT A ------------ Names and Addresses of Purchasers
Purchase, Sale and Delivery of the Offered Notes Each Underwriter executing this Agreement on its own behalf and as a Representative of the several Underwriters (the “Representatives”) hereby represents and warrants to the Depositor that it has been authorized by the other Underwriters to execute this Agreement on their behalf. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Depositor agrees to sell to the Underwriters, and each Underwriter, severally and not jointly, agrees to purchase from the Depositor, the respective principal balance of each class of Offered Notes set forth opposite the name of such Underwriter on Schedule 1. Each class of Offered Notes is to be purchased at the respective purchase price set forth on Schedule 2, plus accrued interest to the extent set forth on such Schedule 2.
Initial Purchase On the Initial Closing Date, subject to satisfaction of the conditions specified in Article VI and the First Step Initial Receivables Assignment (and, in any event, immediately prior to consummation of the related transactions contemplated by the Further Transfer and Servicing Agreements, if any), the Seller shall sell, transfer, assign and otherwise convey to XXXX, without recourse:
Purchase Sale and Delivery of the Offered Securities Unless otherwise specified in the Underwriting Agreement, payment for the Offered Securities shall be made by certified or official bank check or checks payable to the order of the Depositor in immediately available or next day funds, at the time and place set forth in the Underwriting Agreement, upon delivery to the Representative for the respective accounts of the several Underwriters of the Offered Securities registered in definitive form and in such names and in such denominations as the Representative shall request in writing not less than five full business days prior to the date of delivery. The time and date of such payment and delivery with respect to the Offered Securities are herein referred to as the "Closing Date".
Additional Purchasers Persons or entities that, after the date hereof, purchase shares of any series of convertible preferred stock of the Company may, with the prior written approval of the Company (but without the need for approval by any other party to this Agreement), become parties to this Agreement by executing and delivering a counterpart signature page, whereupon they shall be deemed “Purchasers” for all purposes of this Agreement. The Company can amend Exhibit A hereto to reflect the addition of additional Purchasers. Notwithstanding Section 7.6 of this Agreement, the Company may amend this Agreement to provide such additional Purchasers with certain rights, negative covenants and other terms and conditions equivalent to those provided to the Series E Holders, Series 1 Holders and Series 2 Holders under this Agreement, with the written consent of Purchasers representing at least a majority of the voting power of all Shares then held by Purchasers. Executed as of the date first written above. COMPANY: TANGOE, INC. By: Xxxxxx X. Xxxxxxxx, Xx. President PURCHASERS: EDISON VENTURE FUND IV, L.P. By its General Partner EDISON PARTNERS IV By: Name: Xxxx X. Xxxxxxx Title: General Partner EDISON VENTURE FUND IV SBIC, L.P. By its General Partner EDISON PARTNERS IV By: Name: Xxxx X. Xxxxxxx Title: General Partner NORTH ATLANTIC VENTURE FUND III, L.P. By: North Atlantic Investors III, L.L.C., its General Partner By: Name: Xxxxx X. Xxxx Title: Managing Director NORTH ATLANTIC VENTURE FUND SBIC III, L.P. By: North Atlantic Investors III, L.L.C., its General Partner By: Name: Xxxxx X. Xxxx Title: Managing Director AXIOM VENTURE PARTNERS III, L.P. By its General Partner AXIOM VENTURE ASSOCIATES, L.P. By its General Partner AXIOM VENTURE ADVISORS, INC. By: Name: Xxxx Xxxxxxxxx Title: Chairman Xxxxxxx Xxxxxxxxx Xxxxxx Xxxxxxx Xxxxxxx Xxxxxx Xxxxxxxxxxx X. Xxxxxx Xxxxx Xxxxxxx Xxxxxx Bard Financial Services, Inc., Profit Sharing Plan By: Name: Xxxxxxx Xxxxxxxxx Title Trustee Xxxxx Xxxxx OCI Chemical Corporation By: Name: Xxxxx Xxxxxxx Xxxxxx Title Executive Vice President Xxxxx Xxxx Xxxxxx X. Xxxxxxxx Xxxxxxx X. Xxxxxxxx Xxx Xxxxxxxxx & Xxxxxxx Xxxxxxxxx (as Joint Tenants with rights of survivorship) Xxxxxx Xxxx Xxxxxx X. Xxxxxxxx, Xx. Xxxxxxxx Xxx Xxxx X. Xxxxxxx Xxxxxxx Xxxxxx Xxxxxx Xxxxxxxx Xxxx Xxxxxxx Xxx Xx Fairfield Xxx X. Xxxxxxx Xxxxx Xxxxxxxx Xxxxx Xxxxxxx Xxxxx XxXxxxxxxxxx Xxxxx Xxxxxx Xxxxxxx X. Xxxx Xxxxxx X. Xxxx CONVERGENT INVESTORS VI, L.P. By: Name: Title: CVF, LLC By: Name: Title: G&H PARTNERS, L.P. By: Name: Title: Xxxxxx Xxxxxx HO2.1 FUND, L.P. By: Name: Title: HO2.1 AFFILIATES FUND, L.P. By: Name: Title: HO2.1 ANNEX FUND, L.P. By: Name: Title: JACQUES MANAGEMENT, LLC By: Name: Xxxxx Xxxxxxx Title: Director XXXXXXX FAMILY LLC By: Name: Title: Xxxxxxx Xxxxx Xxxxxxx Xxxxx Xxxx X. Xxxxx Xxxxxxxxx X. Xxxxx Xxxx X. Xxxxx Xxxxx X. Xxxxxx XXXXX XXXXX FUND VI L.P. By: SRB Associates VI L.P. Its General Partner By: Name: Title: XXXXX XXXXX VI AFFILIATES FUND L.P. By: SRB Associates VI L.P. Its General Partner By: Name: Title: XXXXX XXXXX XXXXXXX MANAGEMENT COMPANY By: Name: Title: XXXXX XXXXX FUND VIII, L.P. By: SRB Associates VIII L.P. Its General Partner By: Name: Title: XXXXX XXXXX VIII AFFILIATES FUND, L.P. By: SRB Associates VIII L.P. Its General Partner By: Name: Title: Xxxxx X. Star TARRANT VENTURES PARTNERS, L.P. By: Name: Title: TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA By: Name: Title: VENTURE LENDING & LEASING IV, LLC By: Name: Title: VENTURELINK PARTNERS, LP By: Name: Title: VERTEX PARTNERS, L.P. By: Name: Title: Exhibit A List of Purchasers Name and Address North Atlantic Venture Fund III, L.P. Xxx Xxxx Xxxxxx Xxxxxxxx, XX 00000 Attention: Xxxxx Xxxx Xxxxxx X. Xxxxxxxx, Xx. 00 Xxxxxx Xxxx Road Woodbridge, CT 06525 with a copy to: Xxxxx Peabody LLP 000 Xxxxxx Xxxxxx Xxxxxx, XX 00000 Attention: Xxxxx Xxxxxxxx, Esq. Xxxxxx X. Xxxxxxxx 130 Xxxxx’sWay Xxxxxxxx, XX 00000 Edison Venture Fund IV SBIC, L.P. 0000 Xxxxxxxxxx Xxxxx Xxxxx 000 XxXxxx, VA 22102 Xxxxxxx Xxxxxx 000 Xxxxxxx Xxxxx Xxxxxx, XX 00000 with a copy to: Xxxxx Xxxxx 00 Xxxxxxx Xxxxx Xxxx. Shelton, CT 06484 Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP 0000 Xxxxxx Xxxx., Xxxxx 0000 XxXxxx, Virginia 22102 Attention: Xxxxxxx X. Xxxxx, Esq. Xxxxxxx X. Xxxxxxxx 000 Xxx Xxxx Xxxxx Xxxx Xxxxxxxxx, XX 00000 Edison Venture Fund IV, L.P. 0000 Xxxxxxxxxx Xxxxx Xxxxx 000 XxXxxx, XX 00000 Xxxxxxxxxxx X. Xxxxxx 0000 Xxxxxxxx Xxxxx Fort Worth, Texas 76126 with a copy to: Xxxxxxxx Xxx 00 Xxxxxxxxxxx Xxxx Xxxxxxx, XX 00000 Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP 0000 Xxxxxx Xxxx., Xxxxx 0000 XxXxxx, Virginia 22102 Attention: Xxxxxxx X. Xxxxx, Esq. Xxxxxxx Xxxxxxxxx 000 Xxxxxx Xxxxx Xx. #000 Xxxx Xxxxx, XX 00000 Bard Financial Services, Inc, Profit Sharing Plan 000 Xxxxxx Xxxx #108 West Haven, CT 06516 Xxxx X. Xxxxxxx 00 Xxxxx Xxxx Woodbridge, CT 06525 Xxxxx XxXxxxxxxxxx 0 Xxxxxx Xxxxx Xxxx Xxxxxxxx, XX 00000 Xxxxxx Xxxxxxx 0 Xxxxxxx Xxxx Xxxxxxxxxx, XX 00000 Xxx Xxxxxxxxx & Xxxxxxx Xxxxxxxxx (as Joint Tenants with rights of survivorship) 000 Xxxxxx Xxxx Laurel Hollow, NY 11791 Xxxxxxx Xxxxxx 00 Xxxxxxx Xxxxx Drive Woodbridge, CT 06525 Xxxxxx Xxxx 00 Xxxxxxx Xxxx Darien, CT 06820 Xxxxxx Xxxxxxxx 000 Xxxxxxxx Xxxxx Madison, CT 06443 OCI Chemical Corporation 0 Xxxxxxxxx Xxxxx, Xxxxx 000 Xxxxxxx, XX 00000 Attn.: Xxxxx Xxxxxxx Xxxxxx, EVP Xxxx Xxxxxxx 000 Xxxxxxxxx Xxxxx Rocky Hill, CT 06067 Xxx Xx Fairfield 000 Xxxx Xxxxx Ladenberg, PA 19350 Xxxxx Xxxxxxx Xxxxxx 00 Xxxxxx Xxxxx Xxxxx Xxxxxxxx, XX 00000 Xxx X. Xxxxxxx 000 Xxxxx Xxxx Xxxxx, Xxxxxxxx 00000 Xxxxx Xxxxxxxx 00 Xxxxxx Xxxxx Xxxxxxxxxx, XX 00000 Axiom Venture Partners III LP CityPlace II — 17th Floor 000 Xxxxxx Xxxxxx Xxxxxxxx, XX 00000 Xxxxx Xxxxxxx 000 Xxx Xxxxxx Xxxx Xx. Xxxxxxxxxx, XX 00000 Xxxxxxx X. Xxxx 0000 Xxxxxxx Xxxxxx, Xxxxx 00000 Xxxxx Xxxxxx c/o Competition Law Group 000 X. Xxxxx Xxxxxx, Xxxxx 000 Xxxxxxx, XX 00000 Convergent Investors VI, L.P. 000 Xxxxxxxx Xxxxxx, Xxxxx 0000 Xxxxxx, Xxxxx 00000 Xxxxxx X. Xxxx 00000 Xxxx Xxxx, Suite 1670 Dallas, Texas 75240 G&H Partners, L.P. 000 Xxxxxxxxxxxx Xxxxx Xxxxx Xxxx, Xxxxxxxxxx 00000 CVF, LLC c/o Henry Crown & Company 000 X. XxXxxxx Street Chicago, IL 60601 Xxxxxx Xxxxxx 00000 Xxxx Xxxx, Suite 1670 Dallas, Texas 75240
Initial Purchasers See the introductory paragraph to this Agreement.
Dealer Manager Agreement By Dealer’s acceptance of this Agreement, Dealer will become one of the “Participating Dealers” referred to in the Dealer Manager Agreement and will be entitled and subject to the terms and conditions of the Dealer Manager Agreement, including, but not limited to, Section 8.4 of the Dealer Manager Agreement (or, in the event of a Follow-On Offering, the equivalent section of the applicable Follow-On Dealer Manager Agreement) wherein the Dealers severally agree to indemnify and hold harmless the Company, the Dealer Manager and each of their respective Indemnified Parties. Dealer hereby agrees to solicit, as an independent contractor and not as the agent of the Dealer Manager or of the Company (or their affiliates), persons acceptable to the Company to purchase the Shares pursuant to the subscription agreement in the form attached to the Prospectus and in accordance with the terms of the Prospectus or, in the event of a Follow-On Offering, the prospectus (a “Follow-On Prospectus”) and the subscription agreement applicable to such Follow-On Offering. Dealer hereby agrees to use its best efforts to sell the Shares for cash on the terms and conditions stated in the Prospectus (and, in the event of a Follow-On Offering, the applicable Follow-On Prospectus). Nothing in this Agreement shall be deemed or construed to make Dealer an employee, agent, representative or partner of the Dealer Manager, or the Company, and Dealer is not authorized to act for the Dealer Manager or the Company or to make any representations on their behalf except as set forth in the Prospectus (or the applicable Follow-On Prospectus) and such other printed sales literature or other materials furnished to Dealer by the Dealer Manager, provided that the use of such sales literature and other materials has been approved for use in advance by the Company and all appropriate regulatory agencies (“Supplemental Information”).
