Purchase and Sale of Residuals Sample Clauses

Purchase and Sale of Residuals. Subject to the terms and conditions of this Agreement, concurrently with the execution of this Agreement (the “Closing”), Seller shall sell, assign and deliver to Purchaser, and Purchaser shall purchase and accept from Seller, all of Seller’s right, title and interest in and to (a) [***] of the Residuals received each month [***] that are attributable to the Merchants and Merchant agreements set forth on the attached Exhibit F and identified by MID (all such Merchant MIDs collectively referred to herein as the “Sold Merchants”), and (b) all contracts, records and other documents in any form, whether hard copy, resident on computers, or otherwise, in the possession or under the control of Seller relating to the Sold Merchants (collectively, together with all Residuals attributable to the Sold Merchants, the “Purchased Residuals”). Purchaser shall receive the payment for the Purchased Residuals beginning with the payment made in the month of January, 2011.
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Purchase and Sale of Residuals. At the end of the Advance Period (the "Transfer Date"), the Purchaser and Seller shall. create a ne w static portfolio pool of mutually agreed residual income from Seller ISO Codes comprising merchant accounts boarded by Seller under the Combined Marketing Agreements t h at on t he Transfer Date have no obligation of any payments to third party agents ("down-lines") and that are generating a t least that minimum monthly amount of Net Residual Income as set forth i n Schedule A (the "Portfolio Residuals"). To t h e extent possible, the P ort folio Residuals shall be comprised of merchant accounts boarded with Priority Payment Systems, LLC and any shortfall shall be made u p from other Seller ISO Codes. "Net Residual Income" shall mean income derived from all merchant accounts in the Portfolio Residual pool less any other payments related to the generation of the residual income. From and after the Transfer Date, Purchaser and Seller shall share Ne t Residual Income genera xxx from t he Portfolio Residuals in the ratios identified in Schedule A ( the "Sharing Ratio) . The Sharing Ratio shall remain unchanged and continue to apply despite ant attrition of merchant accounts or income derived therefrom.
Sample 1
Purchase and Sale of Residuals. At the end of the Advance Period (the “Transfer Date”), the Purchaser and Seller shall create a new static portfolio pool of mutually agreed residual income from Seller ISO Codes comprising merchant accounts boarded by Seller under the Combined Marketing Agreements that on the Transfer are generating at least $120,000 - per month in net residual income (the “Portfolio Residuals”). “Net residual income” shall mean income derived from all merchant accounts in the Portfolio Residuals pool less any payments to third party agents (“down- lines”) and less any other payments related to the generation of the residual income. From and after the Transfer Date, Purchaser and Seller shall share/split the Portfolio Residuals in the following ratios: 80% to Purchaser and 20% to Seller. The said Portfolio Residuals share/split shall remain unchanged and continue to apply despite any attrition of merchant accounts or income derived therefrom.
Sample 1

Related to Purchase and Sale of Residuals

  • Purchase and Sale of the Units At the Closing, upon the terms and subject to the conditions set forth in this Agreement, the Seller shall sell, assign, transfer, deliver and convey to the Buyer, free and clear of any Liens, and the Buyer shall purchase, accept and acquire from the Seller, the Units.

  • Purchase and Sale of Units The Purchaser hereby subscribes for and purchases from the Company, and the Company hereby issues and sells to the Purchaser, 20,000 units (the “Initial Units”) at a purchase price of approximately $.004348 per Initial Unit for an aggregate purchase price of $86.84. Each Initial Unit consists of one share of Common Stock and one warrant (an “Initial Warrant”) to purchase one additional share of Common Stock for $7.00 in accordance with the terms of the Warrant Agreement to be entered into by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent, which shall be substantially in the form attached hereto as Exhibit A (the “Warrant Agreement”). The Initial Units, together with the underlying Common Stock and the Initial Warrants, are referred to herein as the “Securities.”

  • Purchase and Sale of Shares 2.1.1. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall sell, transfer and deliver to Buyer, free and clear of all Liens (other than Liens under the Securities Act and any other applicable state or foreign securities Laws), and Buyer shall purchase from Seller, all right, title and interest in and to the Shares.

  • Purchase and Sale of the Interests Upon the terms and subject to the conditions of this Agreement, at the Closing, the Seller shall sell, assign, transfer, convey and deliver, free and clear of all Encumbrances (other than restrictions on transfer of securities imposed by applicable state and federal securities laws) to the Purchaser, the Interests, and the Purchaser shall purchase the Interests.

  • Purchase and Sale of Interests Upon the terms and subject to the conditions set forth in this Agreement, Seller shall sell, assign, transfer and convey to Buyer, and Buyer shall purchase and acquire from Seller, at the Closing, the Interests. Seller shall transfer the Interests to Buyer by delivery of the Assignment Document at Closing.

  • Purchase and Sale of Shares Closing Subject to the terms and conditions of this Agreement, the Company agrees to sell to Purchaser at the Closing, and Purchaser agrees to purchase from the Company at the Closing, 10,000,000 shares of Common Stock (the “Shares”), at a price per share of $6.00 (the “Purchase Price”). Subject to the satisfaction or waiver of the covenants and conditions set forth in Sections 2.3 and 2.4, the Closing shall occur on the date hereof at the offices of Xxxxxxxx & Xxxxxxxx or such other location as the parties shall mutually agree.

  • Purchase and Sale of the Warrants (i) As payment in full for the 8,666,667 Warrants being purchased under this Agreement, the Purchaser shall pay $13,000,000 (the “Purchase Price”), by wire transfer of immediately available funds in accordance with the Company’s wiring instructions, at least one (1) business day prior to the effective date of the Registration Statement, or on such other date as the Company and the Purchaser may agree.

  • Purchase and Sale of Receivables On the Closing Date, subject to the terms and conditions of this Agreement, the Seller agrees to sell to the Purchaser, and the Purchaser agrees to purchase from the Seller, the Receivables and the other property relating thereto (as defined below).

  • Purchase and Sale of Stock Purchaser hereby agrees to purchase from the Company, and the Company hereby agrees to sell to Purchaser, an aggregate of 37,500 shares of the Common Stock of the Company (the "Stock") at $0.01 per share, for an aggregate purchase price of $375.00, payable in cash. The closing hereunder, including payment for and delivery of the Stock, shall occur at the offices of the Company immediately following the execution of this Agreement, or at such other time and place as the parties may mutually agree (the "Closing").

  • Purchase and Sale of Company Shares Sale of Company Shares

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