TOTAL CONSIDERATION AND TERMS Sample Clauses

TOTAL CONSIDERATION AND TERMS. (a) The aggregate consideration for the Shares to be purchased by Purchaser hereunder and for the Noncompetition Agreement (the "TOTAL CONSIDERATION") shall, subject to adjustment as provided in SECTION 2.2(e) and SECTIONS 2.3, 2.4 and 12.1 hereof, consist of (i) $12,887,000 in cash plus the amounts, if any, added pursuant to Section 2.2(e) (the "CASH CONSIDERATION"); (ii) $3,800,000 in the Contingent Payment (as defined below), subject to the rights of set-off as provided in SECTION 12.4 hereof and subject to satisfaction of the terms and conditions set forth below in SECTION 2.3; and (iii) the Warrants, which Warrants the parties agree have a value of $40,000. (b) Purchaser has previously delivered to the Company, $225,000 as a deposit towards the Cash Consideration and Purchaser may elect pursuant to SECTION 2.2(e) to deliver further amounts as a deposit towards the Cash Consideration (the "DEPOSIT"). At Closing, the amount of the Deposit shall be applied towards the payment of the Cash Consideration. The amount of the Deposit shall be forfeited to the Sellers or returned to the Purchaser in accordance with the provisions of SECTIONS 11.2 and 11.4, in the event that this Agreement is terminated prior to Closing. (c) At the Closing, Purchaser will (i) pay to each Seller by wire transfer of immediately available funds to an account designated in writing by such Seller an amount equal to such Seller's share as set forth on EXHIBIT D of the Cash Consideration minus the Deposit, and (ii) deliver the Warrants in the amounts set forth on EXHIBIT D. (d) Upon the execution of this Agreement, Purchaser shall deliver to an escrow account, pursuant to the Escrow Agreement dated the date hereof, the amount of $400,000 as a deposit towards the Cash Consideration, by wire transfer of immediately available funds to an account designated in writing by the Company (the balance of such account, including interest accrued thereon net of the fees of the Escrow Agent, the "ESCROW DEPOSIT"). At Closing, the Escrow Deposit shall be applied towards the payment of the Cash Consideration. In the event that this Agreement is terminated prior to Closing, the Escrow Deposit shall be delivered to the Seller Representative or Purchaser in accordance with the provisions of SECTION 11.5. (e) Purchaser shall have the right to extend the Closing Date by making the payments set forth below to the Sellers and the Company in equal shares on the day following the Closing Date (as it may be ex...
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TOTAL CONSIDERATION AND TERMS. The aggregate consideration for the Shares to be purchased by Buyer hereunder and for the Covenants (the "Total Consideration") will, subject to adjustments as provided in Section 4.2 and Article V, consist of: (a) subject to applicable regulatory approvals and securities laws applicable to the Buyer, Seller and/or Company and Cxxxxxxxx, issue and allot 100,000 common shares in the capital of the Buyer to the Seller (the "First Shares"). The First Shares will be issued subject to a hold period of two years from the date of issuance such hold period to be specified in a pooling agreement exhibited to this Agreement and to specify the terms affecting both these shares and any other shares issued pursuant to other terms of this Agreement. If the required regulatory approvals or securities laws prohibit or otherwise impair the issuance of the First Shares then the parties will take all reasonable steps resolve any such limitations and failing a satisfactory resolution the First Shares will be canceled and the Shares returned by the Buyer to the Seller. and (b) upon establishment of the first stage of the Creditsolv Vertical Portal (completion of the E-services package) to the reasonable satisfaction of the Buyer and subject to applicable regulatory approvals and securities laws applicable to the Buyer, Seller and/or Company and Cxxxxxxxx, the issuance to the Seller of a further 95,000 common shares 61 the Buyer (the "Second Shares"
Sample 1
TOTAL CONSIDERATION AND TERMS. The aggregate consideration for the Target Shares to be purchased by the Buyer hereunder shall consist of the Purchase Price, as defined below.
Sample 1
TOTAL CONSIDERATION AND TERMS. The aggregate consideration for Target Shares to be purchased by Buyer hereunder (the "PURCHASE PRICE") shall, subject to the Net Payable Adjustment provided below, consist of Fourteen Million Dollars ($14,000,000 USD). It is understood that the net intercompany payable by Target to Seller as of December 31, 1999, was $2,627,195. At the Closing, Buyer shall pay to Seller by wire transfer of immediately available funds to an account or accounts designated in writing by Seller an amount equal to the Purchase Price, as adjusted pursuant to Section 2(d)(i) less the Escrow Amount, which shall be retained in Escrow in accordance with Section 2(b), above.
Sample 1
TOTAL CONSIDERATION AND TERMS. The aggregate consideration for the Target Shares to be purchased by the Buyer hereunder (the "PURCHASE PRICE") shall, subject to adjustment as provided in section 2(c) hereof, consist of (i) Thirty-Three Million Three Hundred Forty Nine Thousand Five Hundred Seventy Three Dollars ($33,349,573) in cash (the "CASH CONSIDERATION"); and (ii) promissory notes in the form attached hereto as Exhibit A (collectively, the "NOTES"), made by Federal Data Corporation, in the aggregate principal amount of Seven Million Dollars ($7,000,000), which aggregate principal amount shall be subject to increase as set forth therein, and subject to the rights of set-off as provided in section 9(g) hereof. At the Closing, the Buyer shall pay to the Sellers by wire transfer of immediately available funds to an account or accounts designated in writing by the Sellers an amount equal to the Cash Consideration and issue and deliver to the Sellers the Notes. The Purchase Price shall be paid to or as directed in writing by each of the Sellers in proportion to their respective holdings of Target Shares as set forth in section 3(b) of the Disclosure Schedule (their respective "PRO RATA SHARES").
Sample 1
TOTAL CONSIDERATION AND TERMS. The aggregate consideration for the Assets to be purchased by Buyer hereunder and for the Covenants (the "Total Consideration") will, subject to adjustments as provided in Article V, consist of: (a) at Closing, One Hundred Twenty Five Thousand Dollars ($125,000) (the "Closing Cash Payment") payable to Seller by Buyer by wire transfer of federal funds (pursuant to wire instructions that Seller shall deliver to Buyer prior to Closing); (b) on July 30, 2001, One Hundred Twenty Five Thousand Dollars ($125,000) payable to Seller by Buyer by wire transfer of federal funds (pursuant to wire instructions that Seller shall deliver to Buyer prior to such payment); (c) on October 1, 2001, One Hundred Twenty Five Thousand Dollars ($125,000) payable to Seller by Buyer by wire transfer of federal funds (pursuant to wire instructions that Seller shall deliver to Buyer prior to such payment); and (d) on November 30, 2001, One Hundred Twenty Five Thousand Dollars ($125,000) payable to Seller by Buyer by wire transfer of federal funds (pursuant to wire instructions that Seller shall deliver to Buyer prior to such payment).
Sample 1

Related to TOTAL CONSIDERATION AND TERMS

  • Consideration and Terms of Payment In consideration for the Recorder providing User with direct access to Laredo as indicated within this Agreement, User shall pay to the Recorder as follows: • The fees for access to the Recorder’s real estate records are based on a sliding scale model. User will select which plan they wish to use on Attachment A where fee structure is outlined. • The Recorder reserves the right to change the fees outlined on Attachment A. Upon any such change in fees, User will receive written notification from the Recorder previous to being billed the new amount. In such case, the remaining terms of this Agreement will remain in effect with the new fee structure unless properly terminated according to the terms outlined in Paragraph 1. • User may switch to a different rate plan within the first five (5) days of each month. The Recorder must receive written notification of User’s intent to change plans in order for the change to take effect. The prorated amounts will be based on calendar days not business days. • User joining during a monthly period will be billed for prorated portion of the month of which they signed. The prorated amount will be based on calendar days not business days. The day on which a User joins will become the first day of the prorated month. Notwithstanding the foregoing, a User subscribing to and then discontinuing service in less than thirty (30) days shall be billed for a full month of service at the plan rate subscribed to.

  • Purchase Price and Terms The Buyer agrees to purchase the Property by payment of $____________________ (____________________ Dollars) as follows: (check one) ☐ - All Cash Offer. No loan or financing of any kind is required in order to purchase the Property. Buyer shall provide Seller written third (3rd) party documentation verifying sufficient funds to close no later than ____________________, 20___ at ____:____ ☐ AM ☐ PM. Seller shall have three (3) business days after the receipt of such documentation to notify Buyer, in writing, if the verification of funds is not acceptable. If Buyer fails to provide such documentation, or if Seller finds such verification of funds is not acceptable, Seller may terminate this Agreement. Failure of Seller to provide Buyer written notice of objection to such verification shall be considered acceptance of verification of funds.

  • Purchase Price and Terms of Payment The purchase price (“Purchase Price”) for the Interests is SIXTY FIVE MILLION ONE HUNDRED FIFTY THOUSAND AND NO/100 DOLLARS ($65,150,000.00); provided, however, under certain circumstances, as set forth in Section 3(b) hereof, the Purchase Price is subject to be increased based upon the cost to defease all or a part of the Indebtedness. The Purchase Price shall be paid by Buyer as follows: A. Within three (3) business days after the Effective Date, Buyer shall deposit the sum of FIVE HUNDRED THOUSAND AND NO/100 DOLLARS ($500,000.00) with the Escrow Agent and the Escrow Agent shall deposit the Xxxxxxx Money (hereinafter defined) in an interest bearing account. Buyer shall be entitled to all interest accumulating on the Xxxxxxx Money, unless Seller is entitled to retain the Xxxxxxx Money as liquidated damages pursuant to the terms of Section 14 below. The initial $500,000 deposit together with interest on all such amounts shall hereinafter collectively be called the “Xxxxxxx Money.” Buyer’s taxpayer identification number is 00-0000000. B. Upon Closing and subject to the provisions of Section 3(b) hereof, the Indebtedness shall not be discharged or released (whether by pay off or defeasance, as applicable), but shall remain outstanding after Closing and the Buyer shall assume such Indebtedness. The Indebtedness, and all documents executed in connection therewith, is listed on Schedule 6 attached hereto and made a part hereof (hereinafter, the “Loan Documents”). C. Upon Closing, the Xxxxxxx Money shall be applied against the Purchase Price, and the balance of the Purchase Price (subject to the adjustments set forth in paragraph D below) shall be paid to Seller by wire transfer of immediately available funds pursuant to written instructions from Seller. If this Agreement is terminated pursuant the provisions hereof and Buyer is not in default under this Agreement, then Buyer shall be entitled to a return of the Xxxxxxx Money. D. The amount of cash payable at Closing shall be equal to the amount of the Purchase Price less the amount of Indebtedness (principal and interest) actually assumed by Buyer at Closing (and not defeased) and for which the Companies are released from liability. Seller acknowledges and agrees that: (a) the Exploration Indebtedness will have an outstanding principal balance of approximately $3,444,276.00 as of December 31, 2003, a fixed interest rate of 8.6251% and a maturity date of June 26, 2009; (b) the Exploration III Indebtedness will have an outstanding principal balance of approximately $3,057,761.00 as of December 31, 2003, a fixed interest rate of 8.75% and a maturity date of August 1, 2007; and (c) the Red Cedar Indebtedness will have an outstanding principal balance of approximately $4,104,082.00 as of December 31,2003, a fixed interest rate of 7.7% and a maturity date of November 1, 2007. E. Notwithstanding any contrary provision contained herein, the Purchase Price shall also be increased at Closing by an amount equal to the total amount of all escrow amounts held by the holder or holders of all Loans assumed by Buyer at Closing, including, without limitation, escrows for taxes, insurance, leasing upfit costs and leasing commissions.

  • Election and Term The President, Treasurer and Secretary shall, and the Chairman of the Board may, be appointed by and shall hold office at the pleasure of the Manager or the Board. The Manager, the Board, or the President may each appoint such other officers and agents as such person shall deem desirable, who shall hold office at the pleasure of the Manager, the Board, or the President, and who shall have such authority and shall perform such duties as from time to time shall, subject to the provisions of Section 5(d) hereof, be prescribed by the Manager, the Board, or the President.

  • Amounts and Terms of the Purchases SECTION 2.01.

  • Number, Election and Term The Board shall consist of not less than one, nor more than seven individual directors, the exact number of which shall be determined by the Board from time to time. Initially, there shall be three directors, Xxxxxx X.

  • Optional Reduction and Termination of Commitments (a) Unless previously terminated, all Revolving Commitments, Swingline Commitments and LC Commitments shall terminate on the Revolving Commitment Termination Date. (b) Upon at least three (3) Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent (which notice shall be irrevocable unless the Borrower provides in such notice (in connection with a termination in whole) that it is conditional on the occurrence of another financing or transaction, in which case such notice may be revoked if such financing or transaction does not occur on a timely basis; provided that the Borrower shall pay all amounts required to be paid pursuant to Section 2.19 as a result of such revocation), the Borrower may reduce the Aggregate Revolving Commitments in part or terminate the Aggregate Revolving Commitments in whole; provided that (i) any partial reduction shall apply to reduce proportionately and permanently the Revolving Commitment of each Lender, (ii) any partial reduction pursuant to this Section shall be in an amount of at least $5,000,000 and any larger multiple of $1,000,000, and (iii) no such reduction shall be permitted which would reduce the Aggregate Revolving Commitment Amount to an amount less than the aggregate outstanding Revolving Credit Exposure of all Lenders. Any such reduction in the Aggregate Revolving Commitment Amount below the principal amount of the Swingline Commitment and the LC Commitment shall result in a dollar-for-dollar reduction in the Swingline Commitment and the LC Commitment, as applicable. (c) With the written approval of the Administrative Agent, the Borrower may terminate (on a non-ratable basis) the unused amount of the Revolving Commitment of a Defaulting Lender, and in such event the provisions of Section 2.26 will apply to all amounts thereafter paid by the Borrower for the account of any such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts); provided that such termination will not be deemed to be a waiver or release of any claim that the Borrower, the Administrative Agent, any Issuing Bank, the Swingline Lender or any other Lender may have against such Defaulting Lender.

  • Amounts and Terms of Commitments (a) The Term Credit. Each Bank severally agrees, on the terms and conditions set forth herein, to make a single loan to the Company (each such loan, a "Term Loan") on the Closing Date in a principal amount not to exceed such Bank's Pro Rata Share of the Term Commitment. Amounts borrowed as Term Loans which are repaid or prepaid by the Company may not be reborrowed. Term Loans shall be denominated in Dollars and shall not be available in, or convertible into, Offshore Currencies. (b) The Revolving Credit. Each Bank severally agrees, on the terms and conditions set forth herein, to make loans to the Borrowers (each such loan, a "Revolving Loan") from time to time on any Business Day during the period from the Closing Date to the Revolving Termination Date, in an aggregate principal Dollar Equivalent amount not to exceed at any time outstanding, together with the principal amount of Term Loans outstanding in favor of such Bank at such time, the amount set forth on Schedule 2.01 under the heading "Commitment" (such amount, together with such Bank's Pro Rata Share of the Term Commitment, as the same may be reduced under Section 2.08 or as a result of one or more assignments under Section 11.08, the Bank's "Commitment"); provided, however, that, after giving effect to any Committed Borrowing of Revolving Loans, the Effective Amount of all outstanding Revolving Loans, Term Loans, Bid Loans and L/C Obligations shall not at any time exceed the combined Commitments; and provided further that, (i) after giving effect to any Borrowing of Offshore Currency Loans, the aggregate principal Dollar Equivalent amount of all Offshore Currency Loans shall not exceed the Offshore Currency Loan Sublimit, and (ii) the Effective Amount of the Revolving Loans and Term Loans of any Bank plus the participation of such Bank in the Effective Amount of all L/C Obligations shall not exceed such Bank's Commitment. Within the limits of each Bank's Commitment, and subject to the other terms and conditions hereof, the Borrowers may borrow under this subsection 2.01(b), prepay under Section 2.09 and reborrow under this subsection 2.01(b).

  • Effective Date and Term of Agreement This Agreement is effective and binding on the Company and Employee as of the date hereof; provided, however, that, subject to Section 2(d), the provisions of Sections 3 and 4 shall become operative only upon the Change in Control Date.

  • PRICE AND TERMS The Purchase Price set forth below is payable in U.S. Dollars by Buyer as follows: 1 § 4.1 Purchase Price $ 2 § 4.3 Xxxxxxx Money $ 3 § 4.5 New Loan $ 4 § 4.6 Assumption Balance $ 5 § 4.7 Private Financing $ 6 § 4.7 Seller Financing $ 9 § 4.4 Cash at Closing $ 10 TOTAL $ $

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