Consideration and Terms. (a) On any date prior to the Facility ----------------------- Termination Date, the Transferor may request a Transfer, which Transfer shall be in a minimum amount of $10,000,000 and increments of $100,000 in excess thereof, by delivering to the Administrative Agent not later than 11:00 a.m. (New York time), three Business Days prior to such requested Transfer (each, a "Transfer -------- Date"), written notice in the form of Annex C specifying the proposed Transfer ---- Date and setting forth detailed information regarding the Receivables to be included in such Transfer, including an addendum to Schedule II hereto. The total amount to be paid by the Active Transferees in respect of such Transfer shall be equal to the Aggregate Adjusted Outstanding Balance of the Related Contracts for the Receivables included in such Transfer (the "Consideration" for such Receivables).
(b) Promptly upon receipt of such notice, the Administrative Agent shall deliver a copy thereof to each of the Transferees. By 3 p.m. (New York City time) on each Transfer Date, upon satisfaction of the applicable conditions set forth in Exhibit II hereto, (x) the Active Transferees shall make available to the Administrative Agent their respective Pro Rata shares of the Consideration in respect of such Transfer by deposit of such amounts in same day funds to the Administrative Agent's Account and, after the receipt by the Administrative Agent of such funds, the Administrative Agent will cause such Consideration to be paid to the Transferor in immediately available funds prior to 4:00 p.m. (New York City time) to the Transferor's account no. 21000-1177-1909 at First Union Bank, Philadelphia, Pennsylvania (ABA#0312-0146-7); provided, however, that in -------- ------- the case of each Transfer other than the initial Transfer, the applicable Consideration may be netted against all amounts on such payments of Capital to be deposited in the Administrative Agent's Account on such date by the Collection Agent pursuant to Section 1.03 and (y) the Transferor does hereby (effective on the date of each Transfer automatically and without any further documentation) transfer to the Administrative Agent for the benefit of the applicable Transferees all of the related Receivables, the Related Contracts, the Related Security and the Collections in respect thereof. The Active Transferees shall on or before the tenth day of each month (or if such day is not a Business Day, on the preceding Business Day), notify t...
Consideration and Terms. (a) The initial Transfer shall be ----------------------- made on at least two Business Days' notice from the Transferor to the Agent in an amount equal to the Transfer Limit. On each Settlement Date thereafter occurring prior to the Facility Termination Date, unless the Transferor has given written notice to the contrary not less than two Business Days prior to such Settlement Date, the Transferor shall be deemed to have requested a Transfer in an amount equal to the excess of the Transfer Limit over the Capital as of such Settlement Date (after giving effect to all payments to be made on such date). The amount to be paid by the Issuer in respect of each Transfer shall be equal to the Aggregate Adjusted Outstanding Balance of the Related Contracts for the Receivables included in such Transfer (the "Consideration" for ------------- such Receivables); provided that with respect to each Transfer other than the -------- Initial Transfer, such amount shall not exceed the amount of the Transfer requested in the preceding sentence. Not less than two Business Days prior to the date of each Transfer (each, a "Transfer Date"), the Transferor shall ------------- deliver to the Agent a written notice specifying (i) the date and duration of the initial Fixed Periods for the Receivables to be transferred, and (ii) detailed information regarding such Receivables.
(b) Promptly upon receipt of such notice, the Agent shall deliver a copy thereof to the Issuer. The Issuer shall promptly notify the Agent whether the Issuer has determined to direct the Agent to accept such Transfer. The Agent shall promptly thereafter notify the Transferor (i) whether the Issuer has determined to direct the Agent to accept such Transfer, and (ii) whether the desired duration of the initial Fixed Periods for the Receivables to be accepted is acceptable. Each Transfer other than the initial Transfer shall be made only on a Settlement Date or as otherwise mutually agreed by the Transferor and the Agent. On each Transfer Date, upon satisfaction of the applicable conditions set forth in Exhibit II hereto, (x) the Issuer shall make available to the Agent the Consideration in respect of such Transfer by deposit of such amount in same day funds to the Agent's Account and, after the receipt by the Agent of such funds, the Agent will cause such Consideration to be paid to the Transferor in immediately available funds prior to 2:00 P.M. (New York City time) to the Transferor's account no. 56000209038 at...
Consideration and Terms. In exchange for Owner’s grant to City of full right-of- way access to the 0.6 acres of real property shown on Exhibit A, attached hereto and expressly incorporated as though fully set forth at length herein, Owner and City agree to the following terms:
a) Construction of the new/realigned Farm Road 107 will commence upon completion of School’s transfer to Owner of fee simple interest in the 0.86 acres of real property identified on Exhibit A, or, alternatively, upon Owner’s transfer of a temporary construction easement or easements allowing for such construction.
b) Owner’s access to the improvements currently located at 0000 X.X. Xxx 00, including the building and parking spaces/areas, except those to the north and west directly impacted by the construction of the new/realigned Xxxx Xxxx 000, will remain intact and unencumbered until such time as the alternate access points are provided. Until that time, Owner shall have continued, unimpeded use of the building located at 0000 X.X. Xxx 00, and all unaffected parking spaces, including those existing parking areas to the south and east that will not be affected by the construction.
c) To the extent fencing on the Property must be removed or altered in connection with construction of the new/xxxxxxxxx Xxxx Xxxx 000, Owner shall be entitled to replacement/repair of such fencing in an agreeable configuration, for the purpose of securing the business that currently operates from the building on the Property.
d) City recognizes that Owner shall have the right to immediate use of the property deeded to Owner by the School District, upon completion of such transfer.
e) Access points for the Property:
i. Owner shall have full ingress to and egress from the Property along the newly constructed/realigned Farm Road 107, at 300 feet from U.S. Highway 60. Owner recognizes and acknowledges that the Missouri Department of Transportation (“MODOT”) intends to construct a fully signalized intersection at U.S. Highway 60 and the newly constructed/realigned Farm Road 107 during the year 2027, at which time Owner’s access may become inherently or in fact restricted to right in, right out access, which shall not in any way constitute a breach of this Agreement.
ii. Owner shall have secondary full access in an agreeable location to the north of the Property to service the Property from the portion of Farm Road 107 that is being constructed.
iii. The Parties acknowledge that both access points referenced above will be constructed ...
Consideration and Terms. As consideration for the license granted by Payzer in this Agreement, Licensee authorizes Payzer to debit the bank account associated with Licensee’s Payzer Account for the license fees (“License Fees”) according to the table below: No. of Users Monthly License Fee Up to 10 Users $399 Up to 20 Users $699 Unlimited $999 License shall include 1,000 messages per month (text or voice) to external users or customers. Each voice or text message in a calendar month above 1,000 will be assessed $.02 per message. There is no charge for email messages, or in-‐app messages to other payzerware users. Licensee may opt-‐in to the use of the load calculator software at an additional cost of $5 per user per month. The Monthly License Fees will not change during the Initial Term. Notification of any change to the Monthly License Fee will be provided at least ninety (90) days prior to the end of term. Except as set forth in this Agreement, all payments are non-‐ refundable and, except as set forth in the Statement of Work, shall be made in U.S. dollars within fifteen (15) days from the date of Payzer’s invoice. Licensee will be responsible for all taxes, withholdings, duties and levies (excluding taxes based on the net income of Payzer). Any late payments shall be subject to a service charge equal to 1.5% per month of the amount due, plus any actual costs of collection, or the maximum amount allowed by law, whichever is less.
Consideration and Terms. 4 3.1 Consideration for Purchased Assets..................... 4 3.2
Consideration and Terms then such reduction shall be effected by the cancellation by Parent of that number of Parent Shares issued on the Closing Date to Seller having an aggregate value (determined by valuing each such Parent Share at $10.75 per share (the "Original Issue Price") equal to the amount of such reduction (shares so canceled are referred to herein collectively as the "Canceled Parent Shares"). In order to facilitate the reduction of the Purchase Price, if any, that may occur on the Final Determination Date, each of Seller and Shareholder agrees that Parent may cancel the Canceled Parent Shares regardless of whether certificates evidencing such Canceled Parent Shares are then in the possession of Parent or Buyer.
Consideration and Terms. Article III is hereby amended and restated to revise the Purchase Price and the adjustment to the Purchase Price and shall read in its entirety as follows:
Consideration and Terms. Floridino's Cafe agrees to provide all food services to Barnes and Noble pursuant to its Agreement. Floridino's Cafe hereby xxxxxxcts wxxx Xockets to provide all food services to Barnes and Noble including preparation, packaging and delivery.
Consideration and Terms. In consideration of the following mutual promises the parties agree as follows:
X. Xxxxxx shall pay to Cox the total cash sum of $90,000.00 on the following terms:
1. $30,000.00 payable upon execution of this agreement;
2. $15,000.00 payable January 31, 2008;
3. $15,000.00 payable January 31, 2009;
4. $15,000.00 payable January 31, 2010; and 5. $15,000.00 payable January 31, 2011.
X. Xxxxxx shall transfer to Cox 280,000 shares of common stock in SIENA TECHNOLOGIES (the “Common Stock”) on or before March 1, 2007. The shares shall be transferred in 13 separate certificates matching the schedule set forth in this paragraph. Siena’s stock transfer agent shall issue the shares to Cox within 5 business days of the execution of this agreement. Said shares shall be restricted stock, legended to prohibit the sale of any shares unless (i) registered pursuant to Section 5 of the Securities Act of 1933, as amended, or exempt therefrom, and (ii) sold in compliance with the following restrictions on sale. Cox agrees that she will not, either individually or as Special Administratrix of the Estate of Xxxxxxx X. Xxx, directly or indirectly, (1) offer for sale, sell or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any of the Common Stock, (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of the Common Stock, whether any such transaction described above is to be settled by delivery of Common Stock or other securities, in cash or otherwise, (3) make any demand for or exercise any right or cause, or otherwise attempt to cause, to be filed a registration statement, including any amendments thereto, with respect to the registration of any Common Stock or securities convertible into or exercisable or exchangeable for Common Stock or any other securities of Siena Technologies, Inc. or (4) publicly disclose the intention to do any of the foregoing, except as otherwise permitted below:
1. 100,000 shares may be sold by Cox following the 12-month anniversary of this Agreement.
2. An additional 15,000 shares may be sold by Cox following the 13-month anniversary of this Agreement.
3. An additional 15,000 shares may be sold by Cox following the 14-month anniversary of this Agreement.
4. An additional 15,000 shares may be sold by Cox following the 15-mon...
Consideration and Terms
