Common use of Consideration for Purchase Clause in Contracts

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. 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 1078 1422 shares Capital Stock, ONE MILLION FIVE NINE HUNDRED SEVENTY EIGHT THOUSAND SIX HUNDRED SEVENTY DOLLARS ($1,500,000.001,978,670). 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 NINETY SEVEN TWO HUNDRED TWO THOUSAND EIGHT ONE HUNDRED TWENTY SIX SEVENTY FIVE & 09/100 91/100 DOLLARS ($97,826.09202,175.91) shall be paid by Buyer to Seller on the closing date. 2.1.2 The balance of $1,402,173,91 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. 2 The parties acknowledge that the Corporation is creating indebtedness at this time to Robexx Xxxxxxx xx GeoCapital III, L.P. in a related transaction; payments under the Websxxx XxxeGeoCapital 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)- 11.338(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.