SELLER PURCHASER The Bank of New York Mellon Trust Company, National Association, not in its individual capacity but solely as Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding LLC The Bank of New York Mellon Trust Company, National Association, not in its individual capacity but solely as Interim Eligible Lender Trustee for the benefit of SLM Funding LLC Lender Code: 833 253 By: /s/ Xxxxxxx X. Xxxxxxx By: /s/ Xxxxxxx X. Xxxxxxx (Signature of Authorized Signatory for Seller) (Signature of Authorized Signatory for Purchaser) Name: Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Vice President Title: Vice President Date of Purchase: January 19, 2012 Town Hall Funding LLC By: /s/ Xxxxxxx X. Xxxxxxx (Signature of Authorized Signatory for Seller) Name: Xxxxxxx X. Xxxxxxx Title: Vice President Town Hall Funding Xxxxxxxx Xxxxxxxxx 0 XXXXXXXXX XXX Funding LLC 0000 Xxxxxx Xxxxxx Drive Reston, Virginia 20191 By: /s/ Xxxx X. Xxxx (Signature of Authorized Officer) Name: Xxxx X. Xxxx Title: Vice President Date of Purchase: January 19, 2012 Town Hall Funding Purchase Agreement 5 Attachment C ADDITIONAL PURCHASE AGREEMENT NUMBER [ ] Dated as of [ ], 2012 ADDITIONAL PURCHASE AGREEMENT NUMBER [ ] Each of The Bank of New York Mellon Trust Company, National Association, as Town Hall Funding Eligible Lender Trustee (the “Town Hall Funding Eligible Lender Trustee”) for the benefit of Town Hall Funding LLC (“Town Hall Funding”), under the Town Hall Funding Interim Trust Agreement, dated as of January 19, 2012, between Town Hall Funding and the Town Hall Funding Eligible Lender Trustee, and Town Hall Funding hereby offer for sale to The Bank of New York Mellon Trust Company, National Association, as Interim Eligible Lender Trustee (the “Interim Eligible Lender Trustee”) for the benefit of SLM Funding, LLC (“Funding”), under the Interim Trust Agreement dated as of January 19, 2012 between Funding and the Interim Eligible Lender Trustee, and Funding, the entire right, title and interest of Town Hall Funding in the Loans described in the related Additional Xxxx of Sale and the related Loan Transmittal Summary Form incorporated herein, and, to the extent indicated below, the Interim Eligible Lender Trustee for the benefit of Funding accepts Town Hall Funding’s offer.
Closing Purchase Price Buyer shall have delivered the Closing Purchase Price in accordance with Section 2.5. ARTICLE VII
The Purchase Price If the sale of the Property is not subject to HST, Seller agrees to certify on or before (included in/in addition to) closing, that the sale of the Property is not subject to HST. Any HST on chattels, if applicable, is not included in the Purchase Price.
Final Purchase Price Xxxxxxx and Buyer agree that (a) the Deposit shall be applied to the final purchase price of the puppy, (b) the remaining balance will become due at the time of picking a puppy, at least 2 weeks before the puppy is delivered and/or ownership is transferred from Breeder to Buyer if paying any other way besides cash. The total purchase price for the puppy is $ . The foregoing purchase price does not include any delivery or shipping charges.
Post-Closing Purchase Price Adjustment (a) As soon as practicable, but no later than forty-five (45) calendar days after the Closing Date, Buyer shall cause to be prepared and delivered to Griffon a single statement (the “Closing Statement”) setting forth Buyer’s calculation of (i) the Net Working Capital, (ii) based on such Net Working Capital amount, the Net Working Capital Adjustment, (iii) the Closing Date Funded Indebtedness, (iv) the Closing Date Cash, (v) the Transaction Related Expenses and the components thereof in reasonable detail. Buyer’s calculation of the Net Working Capital, the Net Working Capital Adjustment, the Closing Date Funded Indebtedness, the Closing Date Cash and the Transaction Related Expenses set forth in the Closing Statement shall be prepared and calculated in good faith, and in the manner and on a basis consistent with the terms of this Agreement and the Accounting Principles (in the case of Net Working Capital) and the definitions thereof, and in the case of Net Working Capital shall also be in the same form and include the same line items as the Estimated Net Working Capital calculation, and shall otherwise (x) not include any changes in assets or liabilities as a result of purchase accounting adjustments or other changes arising from or resulting as a consequence of the transactions contemplated hereby, (y) be based on facts and circumstances as they exist as of the Closing and (z) exclude the effect of any decision or event occurring on or after the Closing. In furtherance of the foregoing, Buyer acknowledges and agrees that the Accounting Principles are not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies. If the Closing Statement is not so timely delivered by Buyer for any reason, then the Estimated Closing Statement shall be considered for all purposes of this Agreement as the Closing Statement, from which the Seller will have all of its rights under this Section 2.7 with respect thereto, including the right to dispute the calculations set forth in the Estimated Closing Statement in accordance with the procedures set forth in Section 2.7(b) and Section 2.7(c) mutatis mutandis.
Receivables Purchase Price On the Closing Date, the Purchaser shall deliver to the Seller the Receivables Purchase Price, as provided in Section 2.1(b).
Purchase Price; Purchase and Sale The purchase price for the Mortgage Loans shall be payable by the Company to the Seller on the Closing Date either (i) by appropriate notation of an inter company transfer between affiliates of UBS or (ii) in immediately available Federal funds wired to such bank as may be designated by the Seller. Upon payment of the purchase price by the Company, the Seller shall be deemed to have transferred, assigned, set over and otherwise conveyed to the Company all the right, title and interest of the Seller in and to the Mortgage Loans as of the Cut-Off Date, including all interest and principal due on the Mortgage Loans after the Cut-Off Date (including scheduled payments of principal and interest due after the Cut-Off Date but received by the Seller on or before the Cut-Off Date, but not including payments of principal and interest due on the Mortgage Loans on or before the Cut-Off Date), together with all of the Seller’s right, title and interest in and to the proceeds of any related title, hazard, primary mortgage or other insurance policies together with all rights with respect to the related Mortgage Loans, and only with respect to the Mortgage Loans, under each of the Servicing Agreements (other than those rights under the Servicing Agreements that do not relate to servicing of the Mortgage Loans (including, without limitation, the representations and warranties made by each Servicer (in its capacity as loan seller to the Transferor) and the document delivery requirements of such Servicer and the remedies (including indemnification) available for breaches thereto), which rights were retained by the Transferor pursuant to the Assignment Agreements). The Company hereby directs the Seller, and the Seller hereby agrees, to deliver to the Master Servicer all documents, instruments and agreements required to be delivered by the Company to the Master Servicer under the Pooling and Servicing Agreement and such other documents, instruments and agreements as the Company or the Trustee shall reasonably request. The Seller shall use its reasonable best efforts to cause each Servicer to enter into the related Assignment Agreement in form and substance satisfactory to the Seller and the Company in order to effectuate the assignment to the Company of the Servicing Agreements with respect to the Mortgage Loans.
Purchase and Sale; Purchase Price (a) Subject to the terms and conditions set forth herein, the Company shall issue and sell and the Purchaser shall purchase an aggregate principal amount of One Million Dollars ($1,000,000) (the "Purchase Price") of the Debentures, of which Five Hundred Thousand Five Hundred Dollars ($500,000) shall be attributable to the Debenture A and Five Hundred Thousand Dollars ($500,000) shall be attributable to the Debenture B. The Debentures shall have the respective rights, preferences and privileges as set forth in the respective Debentures annexed as EXHIBIT A-1 and EXHIBIT A-2.
Cash Purchase Price The term "Cash Purchase Price" shall have the meaning set forth in Section 2.3(a).
Additional Purchase Price The purchase price for the Additional Shares (the "Additional Purchase Price") shall be an amount equal to (i) the difference between (1) the aggregate proceeds to Purchaser from the sale of the Optional Securities and (2) the aggregate cost to Purchaser, as notified by Purchaser to Seller at the Second Time of Delivery, of the Additional STRIPS, multiplied by (ii) a fraction, the numerator of which is the Firm Share Base Amount and the denominator of which is the number of Firm Securities.