Consideration for Purchase Sample Clauses
Consideration for Purchase. In consideration for a purchase of a Sold Receivable pursuant to Section 3.3(c), the Servicer will deposit the Purchase Price of such Sold Receivable into the Collection Account on or before the Determination Date occurring in the Collection Period in which such purchase occurs. Any such amount will be considered Collections and will be applied in accordance with this Agreement. Upon the Servicer’s payment of the Purchase Price for such Sold Receivable, the Issuer will without further action be deemed to sell and assign to the Servicer, with effect as of the date of such purchase and without recourse, representation or warranty, all right, title and interest of the Issuer in, to and under such Sold Receivable and the Related Security. In connection with any such purchase, the Owner Trustee will, at the Servicer’s expense, execute such documents and take such other actions as are reasonably requested by the Servicer to effect the conveyance of such Sold Receivable pursuant to this Section 3.3(d). If Ford Credit is the Servicer, the obligation of the Servicer to purchase any such Sold Receivable and to deposit the Purchase Price of such Sold Receivable into the Collection Account, constitutes the sole remedy for a breach or failure to perform specified in Section 3.3(c) available to the Noteholders (or the Owner Trustee or the Indenture Trustee on behalf of the Secured Parties).
Consideration for Purchase. 2.1 Total consideration for the purchase and sale of the stock and real estate shall be: Real Estate ONE MILLION ONE HUNDRED TWENTY ONE THOUSAND THREE HUNDRED THIRTY TWO DOLLARS ($1,121,332) plus a box of McDonalds Chocolaty Chip Cookies. ASBC 1422 shares Capital Stock, ONE MILLION NINE HUNDRED SEVENTY EIGHT THOUSAND SIX HUNDRED SEVENTY DOLLARS ($1,978,670). totaling the sum of THREE MILLION ONE HUNDRED THOUSAND AND TWO DOLLARS ($3,100,002.00), payable in the following manner:
2.1.1 The sum of TWO HUNDRED TWO THOUSAND ONE HUNDRED SEVENTY FIVE & 91/100 DOLLARS ($202,175.91) shall be paid by Buyer to Seller on the closing date.
2.1.2 The balance of $2,897,826.09 shall be paid by Buyer's Promissory Note to Seller with interest at 7.5% per annum, payable in monthly installments over the next 5 years. The parties acknowledge that the Corporation is creating indebtedness at this time to GeoCapital III, L.P. in a related transaction; payments under the GeoCapital Note, and the Note provided for by this agreement shall be due on the same date, and ViaGrafix shall treat both GeoCapital and Websxxx xxxes as equal in priority, and in making payments on same shall not discriminate in favor of either of the holders of said notes.
2.2 As an express condition of this purchase, upon Buyer acquiring all of the issued and outstanding capital stock of ASBC, the Seller agrees to make an election under Internal Revenue Code Section 338(h)(10) and subject to the following:
2.2.1 Seller and Buyer agree that they will elect to treat the sale of the shares pursuant to this Agreement as a deemed taxable sale of all of the assets of ASBC pursuant to Section 338 (h) (10) of the Code (the "Election"). Seller and Buyer agree to take or cause to be taken all 3 actions necessary to file, on a timely basis, the election prescribed pursuant to Treasury Regulation Section 1.338(h)(10)-1, and that they will take all steps necessary to obtain comparable treatment, where applicable, under state or local law. Seller and Buyer further agree that they will not take, or cause to be taken, any action in connection with the filing of any Return of ASBC which would be inconsistent with or prejudice the Election, and shall not make any inconsistent written or oral statements during the course of any Taxing Authority audit.
Consideration for Purchase. In consideration for the sale of the Shares, Purchasers shall deliver to Sellers (the “Purchase Price”) an aggregate of One Million Dollars ($1,000,000) immediately upon Closing.
Consideration for Purchase. The undersigned (the "Subscriber") ---------- hereby elects to purchase the Common Stock (the "Securities") in the aggregate ---------- principal amount indicated on the initial page hereof.
Consideration for Purchase. Subject to the terms and the conditions set forth in this Agreement, C-3D agrees to issue and deliver to the Secured Parties, at the Closing described in paragraph 5 hereof, shares of the restricted common stock of C-3D as follows (the "Shares"):
a. To E&S, 200,000 shares of common stock;
b. To Xxxxxxx,16,493 shares of common stock;
c. To J&S, 85,560 shares of common stock; and
d. To SAMA, 31,280 shares of common stock.
Consideration for Purchase. In payment of the Subject Shares, Purchaser shall pay to FVTI the sum of USD$250,000 (the “Purchase Price”), payable by delivery of a promissory note (the “Closing Note”), in the form of Exhibit A attached hereto, at the Closing (defined below).
Consideration for Purchase. The aggregate consideration for the Merck Non-U.S. Assets shall be cash in an amount equal to the Merck Cash Contribution Amount as defined in and contributed by Merck pursuant to Section 5.1(a)(ii)(B) and/or promissory notes issued to the selling Merck Subsidiaries, in accordance with the provisions of this Section 5.1(a)(ii)(A)(3). To the extent the actual aggregate purchase price paid for all the Merck Contributed Non-U.S. Assets pursuant to clause (1) above exceeds the Merck Cash Contribution Amount (as defined in Section 5.1(a)(ii)(B)), or to the extent the Principals otherwise agree, purchases of the Merck Contributed Non-U.S. Assets by Merial and the Merial Subsidiaries may be made with promissory notes issued to the selling Merck Subsidiaries.
Consideration for Purchase. In consideration of the payment to the Seller of the sum of $100,000 and delivery of the 25% interest in the Property to PGE, the Seller agrees to sell to PGE and PGE agrees to purchase from the Seller, the rights in the Property for the total purchase price of $100,000. The purchase price will be evidenced by a non-interest demand promissory note payable in favor of the Seller to be issued as of the day of this agreement.
Consideration for Purchase. The undersigned (the "Purchaser") hereby agrees to purchase a Note at a purchase price of $____________ and under the terms and conditions as set forth in the Purchase Agreement dated February 16, 2000 (the "Agreement").
Consideration for Purchase. The undersigned (the “Purchaser”) hereby elects to purchase those Units of Voice Assist, Inc., a Nevada (U.S.A.) corporation (the “Company”), set forth above at a purchase price of USD $0.15 (U.S.) per Unit, and tenders to the Company as consideration for the purchase price, USD $__________________.