to the Seller of all of the VDC Shares remaining after distribution of the Returned Shares to Buyer and the Administrative Shares, or portion thereof, to Seller.
to the Seller. For the attention of: The Company Secretary Address: Travelex Limited, 00 Xxxxxxxx, Xxxxxx, XX0X 0XX Facsimile number: 020 7400 4001 with a copy (which shall not constitute notice) by hand to the Seller’s Solicitors at 00 Xxxx Xxxxxxx, Xxxxxx, XX0X 0XX (reference: SJH) For the attention of: Xxxxx Xxxxx Address: Travelex Money Transfer Limited, 00 Xxxxxxxx, Xxxxxx, XX0X 0XX Facsimile number: 020 7400 4001 with a copy (which shall not constitute notice) to the Buyer (as set out above).
to the Seller. All cash payments under this Agreement shall be made by wire transfer of immediately available funds to an account designated by the Seller.
to the Seller. (i) In the full amount of the Escrow Fund, less fees and costs, and disbursements pursuant to subparagraph (a)(ii) or (b) hereof, if any, on the next business day following 12 months from the date hereof.
(ii) In the amount of accrued interest on the Escrow Fund within five (5) days of each month end; provided, prior to such disbursement, Purchaser shall not delivered a written certification to the Escrow Agent that an event described in paragraph (b)(i) shall have occurred.
(iii) In the amount of fifty percent (50%) of the balance of the Escrow Fund upon receipt of a certificate signed by both Purchaser and Seller certifying the following:
(A) Prior to the expiration of the sixth (6th) month following execution of this Escrow Agreement, Seller has delivered one hundred percent (100%) of the member consents in the form attached to the Purchase Agreement to Purchaser; and
(B) No event that could reasonably be expected to require disbursement pursuant to Section (b) below has occurred prior to the expiration of the sixth (6th) month following execution of this Escrow Agreement.
to the Seller. On the last day of each Tranche Period (unless otherwise instructed by the Agent pursuant to Section 3.2(a)), the Collection Agent shall deposit into the Agent’s Account, from such set aside Collections, all Investment, Discount and Funding Charges allocated to such Tranche Period and all Tranche Periods that ended before such date that are payable in accordance with clause (iii) above. No distributions will be made to pay amounts under clauses (iv) and (v) until sufficient Collections have been set aside to pay all outstanding amounts described in clauses (i) through (iii). All other amounts described in clauses (i) through (iii) above shall be paid when due. All distributions by the Agent shall be made ratably within each priority level in accordance with the respective amounts then due each Person included in such level unless otherwise agreed by the Agent and all Purchasers. If any part of the Sold Interest in any Collections is applied to pay any amounts payable hereunder that are recourse obligations of the Seller pursuant to Section 1.4(c) and after giving effect to such application the Sold Interest is greater than 100%, the Seller shall pay, as a recourse obligation for distribution in respect of each applicable Purchaser’s Investment as part of the Sold Interest in Collections, to the Collection Agent the amount so applied to the extent necessary so that after giving effect to such payment the Sold Interest is no greater than 100%.
to the Seller. The Buyer agrees to defend, indemnify and [told harmless the Seller and its officers, directors, employees, successors and assigns, from and against any and all losses, damages, claims, suits, proceedings, liabilities, costs and expenses including without limitation reasonable attorneys' fees ("Losses" or "Claims" as the context requires) which may be imposed on, sustained, incurred or suffered by or asserted against any such persons, directly or indirectly, as a result of or relating to or arising out of the breach of any representation or warranty or covenant or agreement of the buyer contained in this Agreement, or arising from Buyer's ownership or servicing of the Contracts purchased under this Agreement, at any time on or after the Purchase Date.
to the Seller a number of shares of Buyer Common Stock determined by multiplying (x) US$0.60 (60 cents) by (y) the Company Revenues for the twelve (12) months immediately preceding the First Anniversary and dividing the result thereof by the Adjusted Weighted Average Price of Buyer Common Stock for the 30 days immediately preceding the First Anniversary; and subtracting from such number (I) the result of dividing (a) US$9, 950,000) by (b) the Adjusted Weighted Average Price of Buyer Common Stock for the 30 days immediately preceding the First Anniversary (the “First Adjustment Amount”) and (II) the shares issuable to Designated Employees pursuant to Section 2.3(b)(ii)(A) (Any negative number resulting from this Section 2.3(b)(i) before giving effect to the next sentence is the “Second Adjustment Amount”). Notwithstanding anything contained herein, the number of Buyer Common Stock issuable pursuant to this Section 2.3(b)(i) shall not be less than Zero.
to the Seller. The Buyer shall have the option, at either the original or postponed Closing, to accept such condition of, or title to, the Property and the Discontinued Road as the Seller can then deliver, in which case the Buyer shall pay the Closing Payment to the Seller without deductions other than the adjustments set forth in Sections 2.3 and 4.5 and this Section 4.4, and the Seller shall deliver the Conveyance Documents to the Buyer. Nothing in this Agreement shall give the Buyer the right to terminate this Agreement and obtain the right to a return of the Deposit by reason of zoning, permits (other than permits which are restrictions recorded at the Registry, covenants running with the land or other encumbrances of record at the Registry) or other issues not related to the title to the Property and the Discontinued Road. Without limiting the generality of the immediately preceding sentence, conditions of the Property affecting the cost of construction or permits and regulations and codes which increase the cost of development, reduce the desired size of the development or affect the siting of improvements on the Property do no constitute a basis for the return of the Deposit under this Agreement or otherwise.
to the Seller. The Buyer and the Seller shall each report the transactions contemplated under this Agreement for all federal, state and local income tax and all other purposes (including, without limitation, for purposes of Section 1060 of the Code) as set forth on Schedule 5.
to the Seller. The Buyer shall procure that any payments of such receivables to Vintron after the transfer of title shall be promptly paid to the Seller. The Buyer shall give, without undue delay, immediate notice of the transfer of title to the debtors ["Abtretungsanzeige"].
