Purchase and Consideration Clause Samples

Purchase and Consideration. (a) The City hereby offers to purchase from Mattamy the Property and Mattamy hereby accepts the offer, upon the terms and conditions set out in this Agreement. (b) The Purchase Price for the Property shall be the sum of Six Million Dollars ($6,000,000.00) in Canadian currency, upon and subject to the terms and conditions of this Agreement. The Purchase Price shall be payable on the Closing Date, subject to the usual adjustments. (c) All money to be paid or tendered by the City to Mattamy must be paid or tendered by a bank draft drawn from funds from the City’s account unless otherwise specified in this Agreement, and payable to Mattamy or as Mattamy may otherwise direct in lawful money of Canada. (d) Provided that the party which takes title to the Property on closing is a registrant under the Excise Tax Act for the purposes of Harmonized Sales Tax (“HST”) Mattamy shall not collect HST on the Closing Date and such party shall be liable to self-assess and remit to the appropriate governmental authority all HST which may be payable in connection with the purchase of the Property. The City shall provide a Certificate confirming such registration and an indemnity to Mattamy with respect to assessment of HST in connection with the sale of the Property.

Purchase and Consideration. (a) On the basis of the representations and warranties, and subject to the terms and conditions set forth in this Agreement, CBC hereby agrees to purchase and CP Management agrees to sell, the Curious Share and CP Management's interest in the Option Agreement on the Closing Date. The total purchase price for the purchase of the Curious Share and assignment of the Option Agreement (the "Purchase Price"), will be the sum of Three Million and no/100 Dollars ($3,000,000.00) consisting of Two Million Seven Hundred Thousand and no/100 Dollars ($2,700,000.00) for the Option Agreement and Three Hundred Thousand and no/100 Dollars ($300,000.00) for the Curious Share and payable as follows: 1. The sum of $1,500,000 in cash at Closing (as defined below) to CPManagement ($375,00 to each member); and 2. The execution of a promissory note at Closing in the amount equal to $1,500,000 ($375,000 to each member) payable on May 31, 2000 at an interest rate equal to eight percent (8%) per annum. The interest payments shall be paid to CP Management in quarterly payments. In the event any member(s) of CP Management's employment with Curious is terminated pursuant to 5(b) of his/her employment agreement or any member(s) of CP Management terminates his/her employment agreement prior to the payment of the promissory note, the principal amount of this promissory note shall be reduced by the sum of $375,000 for such member(s). Any cancellation or reduction of the promissory note pursuant to this section shall be in addition to any other remedies CBC may have against the members of CP Management and shall not be deemed to be liquidated damages. (b) HHI and Curious consent to the sale and purchase of the Curious Share and Option Agreement as provided in Section 2(a), and the assignment of all of CP Management's rights therein. (c) As additional consideration and as an inducement for each member of CP Management to enter into employment agreements with Curious, CBC agrees to grant each member of CP Management a warrant for the purchase of 75,000 shares of CBC's common stock at a price equal to the ten (10) day average closing price for the ten (10) trading days preceding the date of Closing. The warrant shall be in the form attached hereto as Exhibit B incorporated herein by reference as if set forth in full.

Purchase and Consideration. (a) On the basis of the representations and warranties, and subject to the terms and conditions set forth in this Agreement, Purchaser agrees to purchase the Shares from Seller on the Closing Date. The purchase price payable to Seller for each of the Shares is Two Dollars and Fifty Cents ($2.50), subject to adjustment as provided in Section 1 of this Agreement and Purchaser will issue and deliver to Seller one or more certificates representing the CBC Shares. On the basis of the representations and warranties, and subject to the terms and conditions set forth in this Agreement, Purchaser agrees to purchase the Options from Seller on the Closing (Page 13 of 142 Pages) Date. The purchase price payable to Seller for the Options is Two Hundred Sixty Thousand ($260,000) Dollars. (b) Harmony and Seller acknowledge that as additional consideration for Purchaser's services in negotiating the termination of the Pending Litigation, Harmony shall, if such negotiations are successful and the Pending Litigation shall be dismissed by Unimedia with prejudice, execute and deliver to the Purchaser a registration rights agreement in the form of the form attached to this Agreement as Exhibit 1 and incorporated herein by reference as if set forth in full (hereinafter sometimes referred to as the Registration Rights Agreement).

Purchase and Consideration. On and subject to the terms and conditions of this Agreement, each Seller hereby sells, assigns and transfers to the Purchaser, and the Purchaser hereby agrees to purchase from each Seller on the Closing Date, good and marketable title to, and all beneficial ownership in, the Purchased Shares, as applicable, owned by such Seller in exchange for such Seller’s Pro Rata Share of the Purchase Price, free and clear of all Liens, the total of which, for all Sellers, represents one hundred percent (100%) of the issued and outstanding common shares in the capital of the Target Corporation. Following the completion of the Purchaser’s acquisition of the Purchased Shares (including use of the compulsory acquisition provisions of the Business Corporations Act (British Columbia), if necessary), the Purchaser shall own all of the equity interest in the Target Corporation. The principal mechanics of Closing are described in the form of an organizational structure chart attached hereto as Exhibit B.

Purchase and Consideration. Each Investor, severally and not jointly, hereby contracts to purchase at a price of $1.00 per share, the number of shares of the Company’s Common Stock (the “Shares”) listed next to that Investor’s name on that Investor’s signature page, for the consideration listed on such signature page. The minimum purchase that may be made by any prospective investor shall be $10,000 or such smaller amount in the sole discretion of the Company.Each investor shall deliver to the Company, via wire transfer or a certified check of immediately available funds equal to such investor’ssubscription amount as set forth such Investor’s signature page in accordance with the instructions contained on Annex A hereto.

Purchase and Consideration. Each Investor hereby contracts to purchase the number of shares of the Company’s Seed Series Preferred Stock to be issued pursuant to this Agreement (the “Shares”) listed next to that Investor’s name on that Investor’s signature page, for the consideration listed on such signature page.

Purchase and Consideration. Purchase and Sale of Assets to be Transferred. ---------------------------------------------

Purchase and Consideration