Consideration and Terms. (a) On any date prior to the Facility ----------------------- Termination Date, the Transferor may request a Transfer, which Transfer shall be in a minimum amount of $10,000,000 and increments of $100,000 in excess thereof, by delivering to the Administrative Agent not later than 11:00 a.m. (New York time), three Business Days prior to such requested Transfer (each, a "Transfer -------- Date"), written notice in the form of Annex C specifying the proposed Transfer ---- Date and setting forth detailed information regarding the Receivables to be included in such Transfer, including an addendum to Schedule II hereto. The total amount to be paid by the Active Transferees in respect of such Transfer shall be equal to the Aggregate Adjusted Outstanding Balance of the Related Contracts for the Receivables included in such Transfer (the "Consideration" for such Receivables).
Consideration and Terms. As consideration for the license granted by Payzer in this Agreement, Licensee authorizes Payzer to debit the bank account associated with Licensee’s Payzer Account for the license fees (“License Fees”) according to the table below: No. of Users Monthly License Fee Up to 10 Users $399 Up to 20 Users $699 Unlimited $999 License shall include 1,000 messages per month (text or voice) to external users or customers. Each voice or text message in a calendar month above 1,000 will be assessed $.02 per message. There is no charge for email messages, or in-app messages to other payzerware users. Licensee may opt-in to the use of the load calculator software at an additional cost of $10 per user per month. The Monthly License Fees will not change during the Initial Term. Notification of any change to the Monthly License Fee will be provided at least ninety (90) days prior to the end of term. Except as set forth in this Agreement, all payments are non- refundable and, except as set forth in the Statement of Work, shall be made in U.S. dollars within fifteen (15) days from the date of Payzer’s invoice. Licensee will be responsible for all taxes, withholdings, duties and levies (excluding taxes based on the net income of Payzer). Any late payments shall be subject to a service charge equal to 1.5% per month of the amount due, plus any actual costs of collection, or the maximum amount allowed by law, whichever is less.
Consideration and Terms. 4 3.1 Consideration for Purchased Assets..................... 4 3.2
Consideration and Terms then such reduction shall be effected by the cancellation by Parent of that number of Parent Shares issued on the Closing Date to Seller having an aggregate value (determined by valuing each such Parent Share at $10.75 per share (the "Original Issue Price") equal to the amount of such reduction (shares so canceled are referred to herein collectively as the "Canceled Parent Shares"). In order to facilitate the reduction of the Purchase Price, if any, that may occur on the Final Determination Date, each of Seller and Shareholder agrees that Parent may cancel the Canceled Parent Shares regardless of whether certificates evidencing such Canceled Parent Shares are then in the possession of Parent or Buyer.
Consideration and Terms. As consideration for the Assets (the "Purchase Price"), at the Closing, Buyer will deliver or cause to be delivered 2 4 to Seller $640,000 in the form of a cashier's check or wire transfer and 81,270 newly issued shares (collectively, as subject to adjustment in accordance with the last sentence of this Section 1.3, the "Parent Shares") of Common Stock of Parent (i.e. the same class of shares as the Parent's shares that are currently traded on NASDAQ under the symbol SCTR). Notwithstanding anything to the contrary contained herein the Purchase Price shall be subject to reduction by an amount equal to the aggregate amount of claims, charges, liabilities or payables, if any, that are paid by Buyer after the Closing Date but before the first anniversary of the Closing Date (the "Final Determination Date"), which claims, charges, liabilities or payables arise out of actions, events, liabilities or other circumstances existing before the Closing Date that are not Assumed Liabilities. If on the Final Determination Date, the Purchase Price is required to be reduced in accordance with the foregoing, then such reduction shall be effected by the cancellation by Parent of that number of Parent Shares issued on the Closing Date to Seller having an aggregate value (determined by valuing each such Parent Share at $31.50 per share (the "Original Issue Price") equal to the amount of such reduction (shares so canceled are referred to herein collectively as the "Canceled Parent Shares"), but in no case shall the cash portion of the Purchase Price be reduced pursuant to this Section 1.3. In order to facilitate the reduction of the Purchase Price, if any, that may occur on the Final Determination Date, each of Seller and The Members agrees that Parent may cancel the Canceled Parent Shares regardless of whether certificates evidencing such Canceled Parent Shares are then in the possession of Parent or Buyer. This Section 1.3 is subject to the terms of the Lock-Up Letter (as hereinafter defined). In the event that, subsequent to the date of this Agreement but prior to the date that all Parent Shares are released from the restrictions under the Lock-Up Letter, the shares of the Parent shall have been changed into or exchanged for a different number or kind of shares or securities through a reorganization, recapitalization, stock dividend, stock split, reverse stock split, or other similar change in capitalization, then an appropriate and proportionate adjustment shall be made in...
Consideration and Terms. In consideration of the following mutual promises the parties agree as follows:
Consideration and Terms. Article III is hereby amended and restated to revise the Purchase Price and the adjustment to the Purchase Price and shall read in its entirety as follows:
Consideration and Terms. (a) The initial Transfer shall be ----------------------- made on at least two Business Days' notice from the Transferor to the Agent in an amount equal to the Transfer Limit. On each Settlement Date thereafter occurring prior to the Facility Termination Date, unless the Transferor has given written notice to the Agent to the contrary not less than two Business Days prior to such Settlement Date (or, in the case of any notice to the contrary which would result in the excess of the Transfer Limit over the Capital on the applicable Settlement Date (after giving effect to all payments to be made on such date) exceeding $10,000,000, ten Business Days' notice), the Transferor shall be deemed to have requested a Transfer in an amount equal to the excess of the Transfer Limit over the Capital as of such Settlement Date (after giving effect to all payments to be made on such date). The amount to be paid by the Issuer in respect of each Transfer shall be equal to the Aggregate Adjusted Outstanding Balance of the Related Contracts for the Receivables included in such Transfer (the "Consideration" for such Receivables); provided that with ------------- respect to each Transfer other than the Initial Transfer, such amount shall not exceed the amount of the Transfer requested in the preceding sentence. Not less than two Business Days prior to the date of each Transfer (each, a "Transfer -------- Date"), the Transferor shall deliver to the Agent a written notice specifying ---- detailed information regarding such Receivables, including an addendum to or revised version of Schedule II hereto.
Consideration and Terms. Floridino's Cafe agrees to provide all food services to Barnes and Noble pursuant to its Agreement. Floridino's Cafe hereby xxxxxxcts wxxx Xockets to provide all food services to Barnes and Noble including preparation, packaging and delivery. FURXXXX, commencing November 1, 2000, Floridino's agrees to remit and Rockets agrees to accept a three (3) percent discount on all its invoices billed to Floridino's Cafe by Rockets pursuant to the Barnes and Noble Contract. __________________________________ _______________________________ Floridino's Inc. Date __________________________________ _______________________________ Rockets Red Glare, Inc. Date
Consideration and Terms. (a) The initial Transfer shall be ----------------------- made on at least two Business Days' notice from the Transferor to the Agent in an amount equal to the Transfer Limit. On each Settlement Date thereafter occurring prior to the Facility Termination Date, unless the Transferor has given written notice to the contrary not less than two Business Days prior to such Settlement Date, the Transferor shall be deemed to have requested a Transfer in an amount equal to the excess of the Transfer Limit over the Capital as of such Settlement Date (after giving effect to all payments to be made on such date). The amount to be paid by the Issuer in respect of each Transfer shall be equal to the Aggregate Adjusted Outstanding Balance of the Related Contracts for the Receivables included in such Transfer (the "Consideration" for ------------- such Receivables); provided that with respect to each Transfer other than the -------- Initial Transfer, such amount shall not exceed the amount of the Transfer requested in the preceding sentence. Not less than two Business Days prior to the date of each Transfer (each, a "Transfer Date"), the Transferor shall ------------- deliver to the Agent a written notice specifying (i) the date and duration of the initial Fixed Periods for the Receivables to be transferred, and (ii) detailed information regarding such Receivables.
