Consideration to Be Paid by Purchaser Sample Clauses

Consideration to Be Paid by Purchaser. As consideration for the sale, transfer and assignment of the Purchased Assets, and for the Non-Competition Covenants, Purchaser shall, (a) pay to Sellers the purchase price as defined and determined pursuant to Section 2.4 hereof (the “Purchase Price”) and (b) assume the Assumed Liabilities (as hereinafter defined). At the Closing, Purchaser shall pay to Sellers One Hundred Million and No/100 ($100,000,000.00) Dollars (the “Preliminary Purchase Price”) by wire transfer of immediately available U.S. denominated funds in accordance with the wire transfer instructions set forth on Schedule 2.3(a) hereto. The parties acknowledge and agree that the Purchase Price payable hereunder includes payment in full by Purchaser for a non-refundable prepaid royalty, which prepaid royalty is payable in addition to all amounts due or to become due under the Technology Agreement for the rights granted under the Technology Agreement, including, without limitation, the rights granted to Purchaser in respect of the Licensed Patents and the Know How (each as defined in the Technology Agreement) (the “Prepaid Royalty”), in an amount equal to the amount allocated to such Prepaid Royalty under Section 2.8 hereof.
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Consideration to Be Paid by Purchaser. 2.1 Purchase Price for Acquired Assets; Payment Thereof Purchaser shall pay to Seller $52,900,000 (the “Initial Purchase Price”) as the aggregate purchase price for the Acquired Assets, subject to the post-Closing adjustments as provided in Section 2.4 below. On the Closing Date, Purchaser shall pay to Seller the Initial Purchase Price by wire transfer thereof in immediately available funds to an account designated by Seller. The Initial Purchase Price (as adjusted pursuant to Section 2.4) will be allocated among the Acquired Assets in the manner set forth in Section 2.6.
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Consideration to Be Paid by Purchaser 
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Related to Consideration to Be Paid by Purchaser

  • Closing Consideration The closing consideration shall be delivered at the Closing as follows:

  • Information to Be Provided by the Seller In connection with any Securitization Transaction the Seller shall (i) within five Business Days following request by the Purchaser or any Depositor, provide to the Purchaser and such Depositor (or, as applicable, cause each Third-Party Originator to provide), in writing and in form and substance reasonably satisfactory to the Purchaser and such Depositor, the information and materials specified in paragraphs (a) and (b) of this Section, and (ii) as promptly as practicable following notice to or discovery by the Seller, provide to the Purchaser and any Depositor (in writing and in form and substance reasonably satisfactory to the Purchaser and such Depositor) the information specified in paragraph (d) of this Section.

  • Information to Be Provided by the Company In connection with any Securitization Transaction, the Company shall use its best efforts to (i) within five (5) Business Days, but in no event later than ten (10) Business Days, following written request by the Purchaser or any Depositor, provide to the Purchaser and such Depositor (or, as applicable, cause each Third-Party Originator to provide), in writing and in form and substance reasonably satisfactory to the Purchaser and such Depositor, the information and materials specified in paragraphs (a), (b), (c) and (f) of this Section, and (ii) as promptly as practicable following notice to or discovery by the Company, provide to the Purchaser and any Depositor (in writing and in form and substance reasonably satisfactory to the Purchaser and such Depositor) the information specified in paragraph (d) of this Section.

  • Expenses to be Paid by the Fund Each Fund shall bear all expenses of its operation, except those specifically allocated to the Adviser under this Agreement or under any separate agreement between the Trust and the Adviser. Subject to any separate agreement or arrangement between the Trust and the Adviser, the expenses hereby allocated to the Fund, and not to the Adviser, include but are not limited to:

  • Sole Consideration Employee and the Company agree and acknowledge that the sole and exclusive consideration for the Incentive Payments is Employee’s forbearance as described in subsection 7(h)(iii) above. In the event that subsection 7(h)(iii) is deemed unenforceable or invalid for any reason, then the Company will have no obligation to make Incentive Payments for the period of time during which it has been deemed unenforceable or invalid. The obligations and duties of this subsection 7(h) shall be separate and distinct from the other obligations and duties set forth in this Agreement, and any finding of invalidity or unenforceability of this subsection 7(h) shall have no effect upon the validity or invalidity of the other provisions of this Agreement.

  • Purchase Consideration The consideration payable in connection with a purchase transaction shall be debited from the appropriate deposit account of the Portfolio as of the time and date that funds would ordinarily be required to settle the transaction in the applicable market. The Custodian shall promptly recredit the amount at the time that the Portfolio or the Fund notifies the Custodian by Proper Instruction that the transaction has been canceled.

  • Transaction Consideration The Transaction Consideration;

  • Consideration Shares All Consideration Shares will, when issued in accordance with the terms of the Arrangement, be duly authorized, validly issued, fully paid and non-assessable Purchaser Shares.

  • Other Consideration As additional consideration, Purchaser shall also assume the Assumed Liabilities at the time of Closing.

  • COMPENSATION TO BE PAID BY THE FUND TO THE MANAGER The Fund will pay to the Manager as compensation for the Manager’s services rendered, for the facilities furnished and for the expenses borne by the Manager pursuant to paragraphs (a), (b), and (c) of Section 1, a fee, based on the Fund’s Average Net Assets, computed and paid monthly at the annual rates set forth on Schedule B attached to this Contract, as from time to time amended. The Fund’s “

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