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 shall be: ASBC 1078 shares Capital Stock, ONE MILLION FIVE HUNDRED THOUSAND DOLLARS ($1,500,000.00). payable in the following manner:
2.1.1 The sum of NINETY SEVEN THOUSAND EIGHT HUNDRED TWENTY SIX & 09/100 DOLLARS ($97,826.09) shall be paid by Buyer to Seller on the closing date.
2.1.2 The balance of $1,402,173,91 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. 2 The parties acknowledge that the Corporation is creating indebtedness at this time to Robexx Xxxxxxx xx a related transaction; payments under the Websxxx Xxxe, 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 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. (a) As Purchaser’s consideration for purchase and acquisition from each Seller’s such Purchased Shares, Purchaser shall transfer the number of common shares of its issued shares, which shares are restricted and control securities pursuant to Rule 144 in the Securities Exchange Act of 1934 (as amended) (“SEC”) and are quoted on the NASDAQ OTC Bulletin Board, opposite each such Seller’s name as set forth on Schedule B attached hereto, the aggregate of such shares being 4,000,000 (“Consideration Shares”) subject to terms and conditions herein. Purchaser shall apply for permission from authorities to transfer to Sellers sixty percent (60%) of the Consideration Shares namely 2,400,000 shares after the Closing Date. The remaining forty percent (40%) of the Consideration Shares, namely 1,600,000 shares, shall be transferred to Sellers on the one hundred and eightieth (180th) day following the Closing Date. The number of Consideration Shares transferred to each Seller shall be as described opposite to each Seller on Schedule B attached hereto. Purchaser shall make Sellers officially, legally the holders of Consideration Shares.
Consideration for Purchase. NCTI, DMC and Buyer acknowledges and agrees that the consideration payable hereunder for the purchase of the Shares was arrived at following arms-length negotiations and Buyer shall not have any claim of any nature whatsoever with respect to such resulting valuation of the Shares, assuming Sellers have disclosed all relevant facts concerning the Company, its assets, liabilities, operations and prospects.
Consideration for Purchase. The undersigned (the “Purchaser”) hereby elects to purchase those Shares of Sky Petroleum, Inc a Nevada (U.S.A.) corporation (the “Company”), set forth above at a purchase price of $0.50 (U.S.) per Share, and tenders to the Company as consideration for the purchase price, US$__________________.
Consideration for Purchase. In payment of the Control Shares, Purchaser shall (a) pay to Seller the sum of $500 (the “Purchase Price” or the “Closing Amount”) in immediately available funds on the Closing Date (defined below) and (b) shall have caused ELRA to deliver a First Amended and Restated Convertible Redeemable Note in form of Attachment 1 (the “Note”). Payment of the Closing Amount shall be made in the manner prescribed by Xxxxxx.
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. On the Closing Date, in exchange for the purchase of the Assets pursuant to Section 2.1 above, Purchaser shall deliver to Seller in cash or immediately available funds, the amount of Five Million Four Hundred Eighty-One Thousand One Hundred Forty-Eight and 00/100 Dollars ($5,481,148.00) (the “Asset Purchase Price”). Purchaser will also deliver to Seller funds in an amount equal to one-half (1/2) of the California sales tax (the “Sales Tax Payment”) payable by Seller in connection with the sale of the Assets. Subject to such receipt, Seller shall pay the full amount of such sales tax to the appropriate authorities on a timely basis. The Asset Purchase Price shall be allocated as follows:
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. 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 $__________________.
