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:
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:
Consideration for Purchase. The consideration for any sale pursuant to clause 18.1 or 18.2 shall be calculated by taking the total consideration to be paid for all Company Interests and distributing it among the Shareholders in such order of priority as would be applicable on a return of capital under clause 15.1.
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. 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. (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. 2.1 Total consideration for the exchange of the stock shall be the exchange of shares, and no additional consideration shall be payable by or to either party.
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. At the Closing, Purchaser shall pay, deliver and transfer to the Trustee (or the Trustee’s designee, authorized pursuant to the Voting Trust Agreement) the Cash Purchase Consideration less the Retention Bonus Amount in cash, by wire transfer to an account designated by the Trustee. At the Effective Time, Purchaser shall cause the Retention Bonus Amount to be contributed to the Company as a capital contribution as contemplated by Section 7.10.
