CONTRIBUTIONS AND PAYMENT OF PURCHASE PRICE Sample Clauses

CONTRIBUTIONS AND PAYMENT OF PURCHASE PRICE. SECTION 3.1 Initial Contribution of Receivables and Initial Purchase Price Payment 5 SECTION 3.2 Subsequent Purchase Price Payments 6 SECTION 3.3 Letters of Credit 7 SECTION 3.4 Settlement as to Specific Receivables and Dilution. 8 SECTION 3.5 Reconveyance of Receivables 9 ARTICLE IV CONDITIONS OF PURCHASES; ADDITIONAL ORIGINATORS SECTION 4.1 Conditions Precedent to Initial Purchase 9 SECTION 4.2 Certification as to Representations and Warranties 10 SECTION 4.3 Additional Originators 10 ARTICLE V REPRESENTATIONS AND WARRANTIES OF THE ORIGINATORS SECTION 5.1 Existence and Power 11 SECTION 5.2 Company and Governmental Authorization, Contravention 11 SECTION 5.3 Binding Effect of Agreement 12 SECTION 5.4 Accuracy of Information 12 SECTION 5.5 Actions, Suits 12 SECTION 5.6 No Material Adverse Effect 12 SECTION 5.7 Names and Location 12 SECTION 5.8 Margin Stock 12 SECTION 5.9 Eligible Receivables 13 SECTION 5.10 Credit and Collection Policy 13 SECTION 5.11 Investment Company Act 13 SECTION 5.12 No Sanctions 13 SECTION 5.13 Financial Condition 13 SECTION 5.14 Tax Status 13 CONTENTS Clause Subject Matter Page SECTION 5.15 ERISA 13 SECTION 5.16 Bulk Sales 14 SECTION 5.17 No Fraudulent Conveyance 14 SECTION 5.18 Ordinary Course of Business 14 SECTION 5.19 Perfection; Good Title 14 SECTION 5.20 Reaffirmation of Representations and Warranties by each Originator 14 ARTICLE VI COVENANTS OF THE ORIGINATORS SECTION 6.1 Covenants 15 SECTION 6.2 Separateness Covenants 19 ARTICLE VII ADDITIONAL RIGHTS AND OBLIGATIONS IN RESPECT OF RECEIVABLES SECTION 7.1 Rights of the Buyer 20 SECTION 7.2 Responsibilities of the Originators 20 SECTION 7.3 Further Action Evidencing Purchases 21 SECTION 7.4 Application of Collections 21 ARTICLE VIII PURCHASE AND SALE TERMINATION EVENTS SECTION 8.1 Purchase and Sale Termination Events 22 SECTION 8.2 Remedies 22 ARTICLE IX INDEMNIFICATION SECTION 9.1 Indemnities by the Originators 23 ARTICLE X MISCELLANEOUS
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CONTRIBUTIONS AND PAYMENT OF PURCHASE PRICE. SECTION 3.1. Initial Contribution of Receivables and Initial Purchase Price Payment....................................................................................................... 6 SECTION 3.2. Subsequent Purchase Price Payments ......................................................... 6 SECTION 3.3. Settlement as to Specific Receivables and Dilution ................................... 7 ARTICLE IV
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CONTRIBUTIONS AND PAYMENT OF PURCHASE PRICE 
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Related to CONTRIBUTIONS AND PAYMENT OF PURCHASE PRICE

  • AMOUNT AND PAYMENT OF PURCHASE PRICE The total consideration and method of payment thereof are fully set out in Exhibit "A" attached hereto and made a part hereof.

  • Payment of Purchase Price The Purchase Price shall be paid as follows:

  • Purchase Price; Payment of Purchase Price In addition to the Assumed Liabilities described below, the aggregate consideration for the Subject Assets (the “Purchase Price”) shall be the amount equal to: $2,000,000. The Purchase Price shall be subject to adjustment as set forth in Section 1.7 below as so adjusted.

  • Allocation of Purchase Price Buyer shall deliver to Seller at Closing a preliminary allocation among the Auctioned Assets of the Purchase Price and among such other consideration paid to Seller pursuant to this Agreement that is properly includible in Buyer's tax basis for the Auctioned Assets for Federal income tax purposes, and, as soon as practicable following the Closing (but in any event within 10 Business Days following the final determination of the Adjustment Amount), Buyer shall prepare and deliver to Seller a final allocation of the Purchase Price and additional consideration described in the preceding clause, and the post-closing adjustment pursuant to Section 3.02, among the Auctioned Assets (the "Allocation"). The Allocation shall be consistent with Section 1060 of the Code and the Treasury Regulations thereunder. Seller hereby agrees to accept Buyer's Allocation unless Seller determines that such Allocation was not prepared in accordance with Section 1060 of the Code and the regulations thereunder ("Applicable Law"). If Seller so determines, Seller shall within 20 Business Days thereafter propose any changes necessary to cause the Allocation to be prepared in accordance with Applicable Law. Within 10 Business Days following delivery of such proposed changes, Buyer shall provide Seller with a statement of any objections to such proposed changes, together with a reasonably detailed explanation of the reasons therefor. If Buyer and Seller are unable to resolve any disputed objections within 10 Business Days thereafter, such objections shall be referred to the Accountants, whose review will be limited to whether Buyer's Allocation of such disputed items regarding the Allocation was prepared in accordance with Applicable Law. The Accountants shall be instructed to deliver to Seller and Buyer a written determination of the proper allocation of such disputed items within 20 Business Days. Such determination shall be conclusive and binding upon the parties hereto for all purposes, and the Allocation shall be so adjusted (the Allocation, including the adjustment, if any, to be referred to as the "Final Allocation"). The fees and disbursements of the Accountants attributable to the Allocation shall be shared equally by Buyer and Seller. Each of Buyer and Seller agrees to timely file Internal Revenue Service Form 8594, and all Federal, state, local and foreign Tax Returns, in accordance with such Final Allocation and to report the transactions contemplated by this Agreement for Federal Income Tax and all other tax purposes in a manner consistent with the Final Allocation. Each of Buyer and Seller agrees to promptly provide the other party with any additional information and reasonable assistance required to complete Form 8594, or compute Taxes arising in connection with (or otherwise affected by) the transactions contemplated hereunder. Each of Buyer and Seller shall timely notify the other Party and each shall timely provide the other Party with reasonable assistance in the event of an examination, audit or other proceeding regarding the Final Allocation.

  • Purchase Price; Allocation of Purchase Price (a) Subject to the terms and conditions of this Agreement, the purchase price for the Interests and the Purchased Assets (other than the Specified OUS Assets) (such amount, the “Purchase Price”) is payable as follows:

  • Purchase Price Payments 23 Section 10.02. THE PURCHASER NOTE.........................................................................23 ARTICLE XI Confidentiality.......................................................................................24 ARTICLE XII Term.................................................................................................25

  • Determination of Purchase Price The Securities Administrator will be responsible for determining the Purchase Price for any Mortgage Loan that is sold by the Trust or with respect to which provision is made for the escrow of funds pursuant to this Section 2.03 and shall at the time of any purchase or escrow certify such amounts to the Depositor; provided that the Securities Administrator may consult with the Servicer to determine the Purchase Price unless the Servicer is the Purchaser of such Mortgage Loan. If, for whatever reason, the Securities Administrator shall determine that there is a miscalculation of the amount to be paid to the Trust, the Securities Administrator shall from monies in a Distribution Account return any overpayment that the Trust received as a result of such miscalculation to the applicable Purchaser upon the discovery of such overpayment, and the Securities Administrator shall collect from the applicable Purchaser for deposit to the Securities Account any underpayment that resulted from such miscalculation upon the discovery of such underpayment. Recovery may be made either directly or by set-off of all or any part of such underpayment against amounts owed by the Trust to such Purchaser.

  • Purchase Price Payment Purchaser shall deliver to SAFEDOX the sum of $5,000 in payment of the 16,667 shares of Common Stock purchased by Purchaser hereunder, a per share price of $.30, which payment shall be delivered as provided in paragraphs VI and VII hereinbelow.

  • Adjustment of Purchase Price NUMBER AND KIND OF SHARES OR NUMBER OF RIGHTS. The Purchase Price, the number and kind of shares covered by each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 11.

  • Purchase Price and Payment Unless otherwise agreed in writing between the selling Investor Member and the Company, the price of Class A Investor Shares purchased and sold pursuant to this section 8.6 shall be ninety percent (90%) of the then-current value of such Class A Investor Shares as determined by the Company in accordance with its financial model. The purchase price shall be paid by wire transfer or other immediately available funds at closing, which shall be held within sixty (60) days following written notice from the Manager. P a g e | 17

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