SALE AND PURCHASE; CONSIDERATION Sample Clauses

SALE AND PURCHASE; CONSIDERATION. A. SELLER does hereby agree to sell the Rig to BUYER and BUYER does hereby agree to purchase the Rig from SELLER upon the basis of the terms and conditions set forth in this Agreement. B. Upon the Closing Date, as consideration for the sale of the Rig, BUYER hereby agrees to assign and deliver to SELLER an undivided interest in the Revolving Credit Participation in a principle amount equal to U.S$145,000,000 in a form similar to Exhibit "A" attached hereto. BUYER further agrees to release SELLER from its obligation to pay said principle amount under the Revolving Credit Participation. C. On the Closing Date, representatives of SELLER and BUYER shall meet for the purpose of closing the sale of the Rig. At the closing, upon receiving BUYER'S consideration referred to above, SELLER'S representative at the closing shall deliver to BUYER'S representative at the closing the following: 1. A Bill of Sale of the Rxx in a form similar to Exhibit "B" attached hereto as well as any other documentation reasonably requested by BUYER to enable it to register the Rig in BUYER'S name.
Sample 1See All (5)
AutoNDA by SimpleDocs
SALE AND PURCHASE; CONSIDERATION. A. SELLER does hereby agree to sell the Rig to BUYER and BUYER does hereby agree to purchase the Rig from SELLER upon the basis of the terms and conditions set forth in this Agreement. B. As consideration for the sale of the Rig, BUYER hereby agrees to execute and deliver to SELLER upon the Closing Date, a promissory note in the amount of U.S.$85,000,000. Said Promissory Note shall be substantially in the form of Exhibit "A" attached hereto and incorporated herein. C. On the Closing Date, representatives of SELLER and BUYER shall meet for the purpose of closing the sale of the Rig. At the closing, upon receiving BUYER'S Promissory Note in the amount of the lump sum sales price, SELLER'S representative at the closing shall deliver to BUYER'S representative at the closing the following: 1. A Bill of Sale of the Rxx in a form similar to Exhibit "B" attached hereto as well as any other documentation reasonably requested by BUYER to enable it to register the Rig in BUYER'S name.
Sample 1See All (4)
SALE AND PURCHASE; CONSIDERATION. 2.1 Subject to the terms of this Agreement, on the Closing Date Seller will sell, assign, convey, transfer and deliver to Buyer, free and clear of any Encumbrances, other than under the terms of the Share Exchange Agreement and the Voting and Support Agreement to which Buyer is becoming a party concurrently with the effectiveness of this Agreement, and Buyer will purchase and acquire from Seller, the GLG Shares. 2.2 For the avoidance of doubt, Seller will retain the right to receive any dividends, distributions and other income in respect of the GLG Shares which arise before or by reference to the period before the Closing Date. 2.3 In consideration for the GLG Shares, Buyer will pay Seller the following purchase price payable by Buyer to Seller in installments on the later of, for each installment, (i) the date of such installment set forth on Schedule I, and (ii) three (3) business days following the closing of the transactions under the Share Exchange Agreement, by: (a) delivery, as directed by Seller to Buyer by written notice given at least five business days prior to the relevant delivery date, of (i) the number of Man Shares (the “Deliverable Man Shares”) that is calculated as the product of (x) the Exchange Ratio under the Share Exchange Agreement, multiplied by (y) the number of GLG Shares set forth on Schedule I opposite each such date, multiplied by (z) 99.9%; provided, however, that if such product is a fraction then it shall be rounded to the nearest whole number; provided further, however, if the Man Shares are split, combined, subdivided or reclassified after the closing of the Share Exchange Agreement, then the number of Deliverable Man Shares to be delivered by Buyer to Seller pursuant to this clause (a)(i) shall be adjusted accordingly; or (ii) in lieu of all or a portion of the Deliverable Man Shares described in clause (a)(i), an amount in cash equal to the net proceeds of a sale of a number of Deliverable Man Shares not otherwise being delivered pursuant to the terms of clause (a)(i) in ordinary sales transactions on the London Stock Exchange on the applicable date set forth on Schedule I, or if such date is not a trading day on the London Stock Exchange, the immediately preceding London Stock Exchange trading day; and (b) payment of a cash amount equal to the cumulative value of all dividends, distributions and other income distributed by Man in respect of the notional number of Deliverable Man Shares delivered by Buyer to Seller purs...
Sample 1Sample 2
SALE AND PURCHASE; CONSIDERATION. Subject to the terms and conditions of this Agreement, at the Closes (as defined below), Purchaser shall purchase from Seller, and Seller shall sell, transfer and convey to Purchaser, the Shares for aggregate sale proceeds of $5,232,158.44 (the “Consideration”). Allocation of the Shares between, and the Consideration to be paid at each Close by, MTVP and MTRCM, as applicable, shall be made as set forth on Schedule I. Payment of the Consideration shall be made on the date of each Close by wire transfer of immediately available funds in U.S. Dollars to an account designated by Seller prior to the applicable Close. Purchaser acknowledges and agrees that Seller is only willing to sell, transfer and convey all of the Shares and not a portion thereof and, accordingly, Purchaser agrees that, after the first Close, it will be required to purchase the remainder of the Shares on the date scheduled for such second Close as set forth on Schedule I and otherwise in accordance with the terms and conditions of this Agreement.
Sample 1Sample 2
SALE AND PURCHASE; CONSIDERATION. On the terms and subject to the conditions herein, AMS hereby agrees to purchase from BSC, and BSC hereby agrees to sell to AMS, the Purchased Shares at a price per share equal to the average closing price of the Common Stock as reported on the Nasdaq Global Market for the twenty (20) consecutive trading days up to and including the date of execution of this Agreement (the “Initial Per Share Purchase Price”).
Sample 1
SALE AND PURCHASE; CONSIDERATION. 3.1 Party A agrees to sell, and Party B agrees to buy the Buildings and Land Use Rights. 3.2 The purchase price for the Buildings and the Land Use Rights is RMB One Hundred and Thirteen Million Eleven Thousand Eight Hundred and Fifty Two (RMB113, 011, 852) (the “Purchase Price”). 3.3 Party A agrees to be responsible for the procedures of changing the property ownership registration. Party B agrees to pay the deed tax and relevant fees. 3.4 Party A agrees to use its best efforts to complete all transfer registrations relating to the Buildings and Land Use Rights within one month of the date of this agreement.
Sample 1
SALE AND PURCHASE; CONSIDERATION. 3.1 Sale and Purchase 3.2 Amount and Form of Consideration 3.3 Payment of Consideration.
Sample 1
AutoNDA by SimpleDocs
SALE AND PURCHASE; CONSIDERATION 
Sample 1Sample 2Sample 3See All (4)

Related to SALE AND PURCHASE; CONSIDERATION

  • 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.

  • Closing Consideration (a) At the Closing, Buyer shall pay to Seller or its designee, and Seller or its designee shall receive on behalf of the Affiliate Sellers and Asset Sellers, in consideration for the purchase of the Shares and the Purchased Assets pursuant to Section 2.1, an amount of cash (the “Closing Consideration”) equal to $1,978,151,867 (the “Base Purchase Price”) plus any Adjusted Statutory Book Value Surplus, minus any Adjusted Statutory Book Value Deficit, plus any Other Acquired Companies Shareholders Equity Surplus, minus any Other Acquired Companies Shareholders Equity Deficit, minus the Adjustment for PRIAC IMR Tax Gross-up, in each case, determined by reference to the Estimated Closing Statement in accordance with Section 2.6 (such aggregate amount, as adjusted in accordance with Section 2.7, the “Purchase Price”). (b) At the Closing, in accordance with the PICA FSS Reinsurance Agreements: (i) Seller shall transfer for deposit into the applicable PICA FSS Trust Account Investment Assets (PICA) that are Authorized Investments selected and valued in accordance with the Valuation Methodologies with an aggregate fair market value equal to the Net Initial Reinsurance Settlement Amount for the applicable PICA FSS Reinsurance Agreement as reflected on the Estimated Reinsurance Settlement Statement (“Transferred Investment Assets”) in accordance with Section 2.3(d); provided, if (A) the amount of the Initial Reinsurance Premium is greater than the Required Balance (as defined in the PICA FSS Reinsurance Agreements) as of the Effective Time for the applicable PICA FSS Reinsurance Agreement as reflected on the Estimated Reinsurance Settlement Statement (such excess amount with respect to the applicable PICA FSS Reinsurance Agreement, the “Overfunding Amount”) and (B) the applicable Overfunding Amount is greater than the applicable portion of the Ceding Commission, then Seller shall transfer directly to the applicable Reinsurer Transferred Investment Assets with an aggregate fair market value, determined in accordance with the Valuation Methodologies, equal to the amount by which the applicable Overfunding Amount exceeds such portion of the Ceding Commission, and only the remainder of the Transferred Investment Assets shall be deposited into the applicable PICA FSS Trust Account; (ii) The applicable Reinsurer shall transfer to the applicable PICA FSS Trust Account Authorized Investments such that, after giving effect to the transfers contemplated by Section 2.3(b)(i), the aggregate Book Value (as defined in the PICA FSS Reinsurance Agreements) in each such PICA FSS Trust Account is equal to the Required Balance (as defined in the PICA FSS Reinsurance Agreements) as of the Effective Time for the applicable PICA FSS Reinsurance Agreement as reflected on the Estimated Reinsurance Settlement Statement; and (iii) Seller shall credit to the applicable Modco Account the applicable Separate Account Assets (as such terms are defined in the PICA FSS Reinsurance Agreements). (c) Buyer shall cause to be prepared and delivered to Seller at least five (5) Business Days prior to the anticipated Closing Date a statement setting forth an allocation of the full amount of the Ceding Commission between each of the PICA FSS Reinsurance Agreements. (d) Seller shall undertake its ordinary course process consistent with past practice for determining any credit-related impairments or credit-related losses in value as of the Closing Date for the Transferred Investment Assets and reflect any credit- related impairments or credit-related losses in value from such process in the Transferred Investment Assets. Following the Closing, Seller shall provide reasonable documentation reasonably requested by Buyer for purposes of Xxxxx’s assessment of any credit-related impairments or credit-related losses as of the Closing Date. Seller shall sell, convey, assign, transfer and deliver to the applicable Reinsurer free and clear of all Encumbrances (other than Permitted Encumbrances or Encumbrances imposed under the applicable PICA FSS Trust Agreements) good and marketable title to the Transferred Investment Assets in respect of the PICA FSS Reinsurance Agreements (for the avoidance of doubt, together with all of Seller’s rights, title and interest thereto, including with respect to the investment income due and accrued thereon) and deposit on their behalf to the applicable PICA FSS Trust Account pursuant to Section 2.3(b)(i). Any investment assets to be transferred to a PICA FSS Trust Account shall be transferred in the manner set forth in the applicable PICA FSS Trust Agreement. All third-party costs or expenses incurred (whether prior to, on or following the Closing Date), including reasonable attorneys’ fees, in connection with the transfers of assets to the PICA FSS Trust Accounts or the Reinsurers (including any re-registrations or re-titling thereof) as contemplated by Section 2.3(b)(i) and this Section 2.3(d) shall be borne fifty percent (50%) by Seller and fifty percent (50%) by Buyer.

  • The Consideration 9.1. In consideration for the successful completion of the Works, the timely supply of the R350HT Rails and the fulfillment of all of Supplier's obligations pursuant to this Agreement including, without limitation, the Warranty and all accompanying services and equipment to ISR's full satisfaction as required in accordance with the terms and conditions of this Agreement, Supplier shall be entitled to receive payment in accordance with the Consideration Annex attached hereto as Annex B (the “Consideration”). 9.2. Consideration shall be the final, complete and inclusive price that shall be paid to Supplier for the design, manufacture, preservation treatment, supply, delivery, unloading and Warranty of the R350HT Rails and the execution of all the Works pursuant to this Agreement, exclusive only of VAT. Other than as set forth herein, the Supplier shall not be entitled to receive any additional payments in connection with the performance of its obligations hereunder. The Consideration is inclusive of all taxes (other than VAT), license fees, royalties, or any other costs or expenses of any kind related to the provision of the R350HT Rails and/or to the Works. ISR shall not be charged with any further payments in connection with the Supplier’s execution of any of its obligations and undertakings under this Agreement. 9.3. Value added tax, to the extent applicable, shall be added to any payment made by ISR to Supplier hereunder, subject to the issuance of a tax invoice on ISR’s name, in accordance with the law. All amounts payable to the Supplier under this Agreement shall be paid in Euros (€). 9.4. For the removal of any doubt, it is hereby clarified that all taxes, fees, duties, licenses, costs or other payments that are to be paid in connection with the exportation, supply and delivery of the R350HT Rails, including but not limited to all types of importation and custom duties and services, such as transportation costs, customs agents’ fees, purchase tax (in Hebrew "Mas Kniya" or "הינק סמ" ), wharf fees (in Hebrew "Dmei Ratzif" or "ףיצר ימד" ), cleaning of the containers and unloading at the Site, Israeli customs duties, port handling fees (in Hebrew "Dmei Xxxxx" or "לוטינ ימד" ), port infrastructure fees (in Hebrew "Dmei Tashtit" or "תיתשת ימד"), cam locks for discharging the R350HT Rails at port, supervision while discharging at port, discharging terms at port, etc. shall be considered as part of the Consideration and shall be borne solely by Supplier.

  • Sale and Purchase Upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Fund agrees to sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Fund the aggregate number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto in each case at a purchase price of $14.325 per Share. The Fund is advised that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. The Underwriters may from time to time increase or decrease the public offering price after the initial public offering to such extent as they may determine. In addition, the Fund hereby grants to the several Underwriters the option to purchase, and upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Fund, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Fund for the Firm Shares. This option may be exercised by you on behalf of the several Underwriters at any time and from time to time on or before the forty-fifth day following the date hereof, by written notice to the Fund. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, and the date and time when the Additional Shares are to be delivered (such date and time being herein referred to as the "Additional Time of Purchase"); provided, however, that the Additional Time of Purchase shall not be earlier than the Time of Purchase (as defined below) nor earlier than the second business day after the date on which the option shall have been exercised nor later than the tenth business day after the date on which the option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares). The Fund also agrees, subject to the terms and conditions set forth herein, to sell to the Investment Manager, and, upon the basis of the representations, warranties and agreements of the Fund contained herein, the Investment Manager shall have the right to purchase from the Fund, at the same purchase price per share as the Underwriters shall pay for the Additional Shares, up to an aggregate of 1,000 Shares (the "Investment Manager Shares").

  • Sale and Purchase of Equity Interest 1.1 授予权利 Option Granted

  • Stock Consideration 3 subsidiary...................................................................53

  • Sale and Purchase of Shares Upon the terms and subject to the conditions contained herein, on the Closing Date the Seller shall sell, assign, transfer, convey and deliver to the Purchaser, and the Purchaser shall purchase from the Seller, all of the Shares.

  • Settlement Consideration In consideration of the full settlement, satisfaction, compromise and release of the Released Plaintiffs’ Claims, an aggregate $115 million in cash (the “Escrow Amount”) shall be paid on behalf of the Settling Defendants to Freeport by the D&O Carriers. The Settling Defendants shall cause the Escrow Amount to be deposited by the D&O Carriers into an interest-bearing escrow account controlled by an agreed upon representative of Plaintiffs and of the Settling Defendants (the “Escrow Account”) within fifteen (15) business days after the Stipulation is submitted to the Court. Upon the Effective Date, the Escrow Amount, together with any and all interest thereon, shall be paid to Freeport from the Escrow Account. For the avoidance of doubt, the Settling Defendants shall have no obligation to deposit any portion of the Escrow Amount into the Escrow Account but shall have an obligation to take all reasonably available steps to seek to cause the D&O Carriers to deposit the Escrow Amount into the Escrow Account.

  • Cash Purchase Price The term "Cash Purchase Price" shall have the meaning set forth in Section 2.3(a).

  • Initial Consideration On the Effective Date, Retrocessionaire shall reimburse Retrocedant for one hundred percent (100%) of any and all unearned premiums paid by Retrocedant under such Inuring Retrocessions net of any applicable unearned ceding commissions paid to Retrocedant thereunder.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!