Common use of The Purchase Clause in Contracts

The Purchase. (a) On the terms and subject to the conditions set forth in this Agreement, contemporaneous with the execution of this Agreement, Iliad shall sell, assign, transfer and deliver to the Purchasers the Purchased Assets, free and clear of all Liens and known claims of any kind, nature, or description effective as of the Effective Date. Each of the Parties represents, warrants and agrees that the aggregate purchase price for the Purchased Assets is $2,300,000 (the “Purchase Price”). Each of Iliad and the Purchasers will be responsible for its own costs and expenses, including legal fees. (b) Each Purchaser shall remit to Iliad its pro rata portion of the Purchase Price (as set forth on Exhibit A) (together, the “Remittance”) by way of a federal funds wire to Iliad and in accordance with the wire instructions provided by Iliad. Each of the Parties represents and warrants to the other Party that the Remittance once received from all Purchasers represents the aggregate consideration for the purchase of the Purchased Assets and for the releases set forth in this Agreement, as well as the satisfaction of all financial obligations owing from the Company to Iliad or its Affiliates, whether arising out of this Agreement or otherwise. On the Effective Date, all right title and interest to the Purchased Assets shall transfer to the Purchasers. In connection with the sale of the Purchased Assets hereunder, in advance of the initiation of the wire transfer of the Remittance, Iliad shall deliver to counsel for the Purchasers the Transaction Documents, to be held in escrow by such counsel pending the occurrence of the Release Event (defined below), at which time it will be released to the Purchasers. The electronically signed PDFs of the Transaction Documents shall be held in escrow by Purchaser’s and Ixxxx’s respective counsel pending Iliad’s notification to Purchasers of Iliad’s receipt of the full Purchase Price (together, the “Release Event”), at which time the Transaction Documents will be released from escrow to the Parties. (c) The Company and PharmCo consent to the transfer of the Purchased Assets contemplated by Sections 4.1(a) and 4.1(b). The Company represents and warrants that as of the date of this Agreement, the aggregate amount of principal and interest outstanding under the Iliad Note is $2,790,885.63. (d) This Agreement shall become effective as of the Effective Date.

The Purchase. Xxxxxxx agrees at Closing to deliver to Xxxx the sum of one million dollars ($1,000,000.00) in the form of a cashier's check made payable to Pico's order or wire transfer to an account designated by Xxxx. Xxxx at Closing will deliver to Xxxxxxx one or more certificates representing in the aggregate 1,000 shares of the Stock issued in the name of Xxxxxxx. Xxxxxxx further agrees to deliver to Xxxx at Closing the sum of ten dollars ($10.00) in the form of a check payable to Pico's order or wire transfer to an account designated by Pico as consideration for the purchase by Xxxxxxx of warrants (the "Warrants") to purchase 155,863 Pico common shares from Pico together with certain contingent warrants to purchase Pico common shares under certain circumstances. The designations, powers, preferences and rights, and the qualifications, limitations and restrictions of the Stock are set forth in the Designation Statement attached to this letter as Exhibit "A" and are generally described below in this letter. It is understood that in the event there shall be any inconsistency between the Designation Statement and this letter, the provisions of the Designation Statement shall be controlling. (a) On The Stock will impose on Pico the terms and subject obligation to declare quarterly dividends, payable at a rate of 12 percent per annum, with the option of Xxxxxxx to receive Pico common shares (the "Dividend Shares") in lieu of the payment of any cash dividend otherwise payable, upon written notification by Xxxxxxx to Pico thirty days prior to the conditions scheduled dividend payment date. If Xxxxxxx exercises the option to take Dividend Shares, the number of such Dividend Shares shall be determined in the manner set forth in this the Designation Statement. All unpaid cash dividends shall be cumulative. In the event that Pico exercises its option to delay payment of a quarterly dividend (as provided in the Designation Statement), Pico will pay Xxxxxxx interest on the amount of the delayed dividend payment at an annual rate equal to First Union Bank's prime rate as in effect from time to time during the delay in payment. The Stock will be redeemable according to the following schedule: $100,000.00 due at the end of the 48th month following Closing; $100,000.00 due at the end of the 60th month following Closing; $200,000.00 due at the end of the 72nd month following Closing; and $600,000.00 due at the end of the 84th month following Closing. Notwithstanding the foregoing, Pico may call all or any portion of the Stock for redemption at any time without penalty. The Stock will have preference in liquidation or in any bankruptcy or reorganization proceeding ahead of the common stock. Xxxxxxx acknowledges that Pico will not make any payment of any dividend or any amount on account of a redemption of the Stock during any period of time when there shall exist an event of default under the Allied Agreement, contemporaneous with the execution of this Agreement, Iliad shall sell, assign, transfer and deliver to the Purchasers the Purchased Assets, free and clear of all Liens and known claims of any kind, nature, or description effective as of the Effective Date. Each of the Parties represents, warrants and agrees that the aggregate purchase price for the Purchased Assets is $2,300,000 (the “Purchase Price”defined in Section 3(a). Each of Iliad and the Purchasers will be responsible for its own costs and expenses, including legal fees. (b) Each Purchaser shall remit to Iliad its pro rata portion The Warrants will be separate and detachable, and exercisable for a period of six (6) years after Closing or 36 months from the Purchase Price (as set forth final payment on Exhibit A) (together, the “Remittance”) subordinated debentures issued by way of a federal funds wire to Iliad and in accordance with the wire instructions provided by Iliad. Each of the Parties represents and warrants Pico pursuant to the other Party that the Remittance once received from all Purchasers represents the aggregate consideration for the purchase of the Purchased Assets and for the releases set forth in this AgreementAllied Transaction, as well as the satisfaction of all financial obligations owing from the Company to Iliad or its Affiliates, whether arising out of this Agreement or otherwisewhichever is later. On the Effective Date, all right title and interest to the Purchased Assets shall transfer to the Purchasers. In connection with the sale of the Purchased Assets hereunder, in advance of the initiation of the wire transfer of the Remittance, Iliad shall deliver to counsel for the Purchasers the Transaction Documents, to be held in escrow by such counsel pending the occurrence of the Release Event (defined below), at which time it The exercise price will be released to the Purchasers$1.81 per share. The electronically signed PDFs of Warrants will give Xxxxxxx the Transaction Documents shall be held in escrow by Purchaser’s same registration rights, rights to obtain additional warrants and Ixxxx’s respective counsel pending Iliad’s notification anti-dilution protection as given to Purchasers of Iliad’s receipt of the full Purchase Price (together, the “Release Event”), at which time the Transaction Documents will be released from escrow to the Parties. (c) The Company and PharmCo consent to the transfer of the Purchased Assets contemplated by Sections 4.1(a) and 4.1(b). The Company represents and warrants that as of the date of this Agreement, the aggregate amount of principal and interest outstanding Allied under the Iliad Note is $2,790,885.63Allied Transaction, provided that Xxxxxxx shall only exercise its demand registration rights in conjunction with Allied. (d) This Agreement shall become effective as of the Effective Date.

The Purchase. (a) On Upon satisfaction of all conditions precedent set forth herein, on the terms Closing Date (as defined below), the Seller shall sell and subject deliver the Stock to the conditions set forth Purchaser in this Agreement, contemporaneous with consideration of a cancellation of the execution amount of this Agreement, Iliad shall sell, assign, transfer and deliver trade indebtedness owed by the Seller to the Purchasers Purchaser in the Purchased Assets, free and clear amount of all Liens and known claims of any kind, nature, or description effective as of the Effective Date. Each of the Parties represents, warrants and agrees that the aggregate purchase price for the Purchased Assets is $2,300,000 (the “Purchase Price”). Each of Iliad and the Purchasers will be responsible for its own costs and expenses, including legal fees4,506,970. (b) Each Purchaser shall remit to Iliad its pro rata portion of At the Purchase Price (as set forth on Exhibit A) (togetherClosing, the “Remittance”) by way of a federal funds wire to Iliad and in accordance with the wire instructions provided by Iliad. Each of the Parties represents and warrants to the other Party that the Remittance once received from all Purchasers represents the aggregate consideration for the purchase of the Purchased Assets and for the releases set forth in this Agreement, as well as the satisfaction of all financial obligations owing from the Company to Iliad or its Affiliates, whether arising out of this Agreement or otherwise. On the Effective Date, all right title and interest to the Purchased Assets shall transfer to the Purchasers. In connection with the sale of the Purchased Assets hereunder, in advance of the initiation of the wire transfer of the Remittance, Iliad Seller shall deliver to counsel for the Purchasers Purchaser a certificate representing the Transaction DocumentsStock which the Purchaser is purchasing and the Purchaser shall deliver to the Seller an instrument executed by the Purchaser canceling $4,506,970 of trade indebtedness owed by the Seller to the Purchaser. The certificate representing the Stock shall bear the following legend: THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, to be held in escrow by such counsel pending the occurrence of the Release Event AS AMENDED (defined belowTHE "SECURITIES ACT"), at which time it will be released to the PurchasersOR THE SECURITIES COMMISSION OF ANY STATE UNDER ANY STATE SECURITIES LAW. The electronically signed PDFs of the Transaction Documents shall be held in escrow by Purchaser’s and Ixxxx’s respective counsel pending Iliad’s notification to Purchasers of Iliad’s receipt of the full Purchase Price (togetherTHE SECURITIES MAY NOT BE OFFERED, the “Release Event”)SOLD OR OTHERWISE DISTRIBUTED IN THE UNITED STATES OR TO ANY U.S. PERSONS UNLESS THE SECURITIES ARE REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, at which time the Transaction Documents will be released from escrow to the PartiesOR SUCH OFFERS, SALES AND TRANSFERS ARE MADE PURSUANT TO AVAILABLE EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND THOSE LAWS. (c) The Company Seller acknowledges and PharmCo consent agrees that the trade indebtedness to the transfer be canceled shall be comprised of the Purchased Assets contemplated by Sections 4.1(a) and 4.1(b). The Company represents and warrants that as of indebtedness which has been outstanding for the date of this Agreement, the aggregate amount of principal and interest outstanding under the Iliad Note is $2,790,885.63longest period. (d) This Agreement shall become effective as of the Effective Date.