Consideration for Transferred Assets Sample Clauses

Consideration for Transferred Assets. (a) Borrower shall have given reasonably equivalent value to Xerox in consideration for each Tier I Transfer and no such transfer shall have been made for or on account of an antecedent debt owed by Borrower to Xerox. The purchases by and contributions to Borrower constitute valid and true sales and transfers for consideration (and not merely a pledge of the Transferred Assets for security purposes), and shall be effective protection against any claim by a creditor of Xerox to the Transferred Assets and no such Transferred Assets shall constitute property of Xerox.
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Consideration for Transferred Assets. (a) The Buyers shall purchase the Transferred Assets for 200,000 shares of Common Stock.
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Consideration for Transferred Assets. As consideration for the Transferred Assets, at the Closing, Newco shall (a) deliver to Xxxxx Fargo cash in the amount of $106,000,000 plus (x) Transaction Costs incurred by Xxxx- Xxxxxx, Xxxxx Fargo or its Subsidiaries prior to Closing and (y) the amount of any cash retained in Xxxxx Puerto Rico pursuant to Section 8.19 minus the amount of any indebtedness for borrowed money (including any intercompany debt) of Xxxxx Fargo (as shown on a balance sheet prepared for Xxxxx Fargo on a consolidated basis in accordance with GAAP) as of the Closing Date that is an Assumed Liability by wire transfer of immediately available funds to an account designated in writing by Xxxxx Fargo to Newco prior to the Closing Date, (b) issue and deliver to Xxxxx Fargo 4,900,000 shares of Newco Common Stock and (c) assume the Assumed Liabilities in accordance with Section 2.1(b) hereof.
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Consideration for Transferred Assets. In exchange for the transfer of the Third Party Dealer Assets to Cygnet pursuant to this Article Four and the assumption by Cygnet of the Third Party Dealer Liabilities pursuant to this Article Four, Cygnet shall transfer to the Company or the applicable Company Transferor Subsidiaries (as designated in writing by the Company on or before the Closing Date) consideration in an aggregate amount equal to the greater of the Net Appraised Value and the Net Book Value of the Third Party Dealer Assets. The Net Appraised Value shall be determined based on an interim appraisal as of June 30, 1998, which shall be updated to the Closing Date as soon as practicable thereafter. The Net Book Value shall be determined based on the Preliminary Third Party Asset Balance Sheet and shall be updated as of the Closing Date as soon as practicable thereafter based on the Final Third Party Asset Balance Sheet. Consideration shall be payable by Cygnet to the Company based on the principles outlined above. As soon as practicable following the Closing Date, the parties shall finalize the calculation of the Net Appraised Value and the Net Book Value and of the consideration payable pursuant to this Article Four. Cygnet shall pay any additional consideration required to be paid and the Company shall reimburse to Cygnet any consideration paid by Cygnet in excess of the consideration required. Except to the extent prohibited by law or as otherwise mutually agreed by the Company and Cygnet, (1) if the Net Appraised Value is paid, it shall be allocated among each of the Third Party Dealer Assets pro rata in accordance with their respective appraised values and (2) if the Net Book Value is paid, it shall be allocated among each of the Third Party Dealer Assets: (i) first, among all of the Third Party Dealer Assets to the extent of their respective appraised values and (ii) the balance, among each of the Third Party Dealer Assets with respect to which the book value exceeded the appraised value, pro rata in accordance with their respective book values of such assets. In each case, liabilities assumed by Cygnet (other than those liabilities relating to a specific Third Party Dealer Asset) shall be allocated among each of the Third Party Dealer Assets in accordance with their respective appraised values. With respect to such consideration, $40 million shall be paid in the form of Cygnet Preferred Stock and the balance shall be payable in the form of cash or a combination of cash and surrender...
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Consideration for Transferred Assets. At the Closing, the Parent shall deliver, or cause to be delivered, the aggregate consideration set forth below and after the Closing the Parent shall deliver, or cause to be delivered, the consideration set forth in Section 3.3, subject to adjustment pursuant to Section 3.4:
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Consideration for Transferred Assets. In full consideration for the Transferred OHS Assets and in accordance with the Contribution Agreement, (i) prior to the Effective Time, OHS shall issue to Olsten a number of shares of OHS Common Stock that, together with the shares of OHS Common Stock held by Olsten prior to that date, shall be sufficient to enable Olsten and OHS to perform their obligations under the Merger Agreement, and (ii) OHS shall assume the Assumed OHS Liabilities. In full consideration of the Transferred Olsten Assets, Olsten shall pay, perform and discharge the Olsten Liabilities."
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Consideration for Transferred Assets. In full consideration for the Transferred OHS Assets, (i) OHS shall issue to Olsten a sufficient number of shares of OHS Common Stock that, together with the shares of OHS Common Stock held by Olsten prior to such date, shall be sufficient to enable Olsten and OHS to perform their obligations under the Merger Agreement and (ii) OHS shall assume the Assumed OHS Liabilities. In full consideration for the Transferred Olsten Assets, Olsten shall pay, perform and discharge the Olsten Liabilities.
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Consideration for Transferred Assets. In consideration of the sale of the Transferred Assets for One Million One Hundred Ten Thousand and Forty Dollars ($1,110,040) and subject to Section 3 below, the Buyer shall make the following payments to the Seller (collectively, the "Purchase Price"): (i) an initial payment of One Hundred Thousand Dollars ($100,000) shall be delivered to the Seller on the Closing Date by check or other methods agreed upon by the parties, and (ii) an aggregate amount of One Million Two Hundred Thousand Dollars ($1,200,000) shall be paid in sixty (60) equal installments of Twenty Thousand Dollars ($20,000) each (each a "Monthly Payment"), by check or other method mutually agreed upon by the parties. The first installment payment described in subsection (ii) of this Section 2 shall be due on the Effective Date, with the remaining fifty-nine (59) installments being made by Buyer to the Seller on the first business day of each month thereafter. It is understood and agreed by the parties that the installment payment amounts described in subsection (ii) of this Section 2 are inclusive of interest calculated at the rate of seven percent (7%) per annum.
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Consideration for Transferred Assets 
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Related to Consideration for Transferred Assets

  • Transferred Assets (a) As of the Effective Time (as defined in Section 2.1) and upon the terms and conditions set forth herein, Seller will sell, assign, transfer, convey and deliver to Purchaser, and Purchaser will purchase from Seller, all of the transferable rights, title and interests of Seller in the following assets associated with the Banking Centers and identified in this Agreement and the Schedules and Exhibits hereto, and not otherwise excluded pursuant to the provisions of Subsection 1.1(b):

  • Purchased Assets Subject to the terms and conditions of this Agreement, at the Closing, each Seller shall sell, convey, assign, transfer and deliver to the Buyer, and the Buyer shall purchase, free and clear of all Encumbrances, all right, title and interest of such Seller in and to the following Assets (collectively, the “Purchased Assets”):

  • Transferred Shares A Co-Sale Holder shall effect its participation in the co-sale by promptly delivering to the Selling Shareholder for transfer to the prospective purchaser instrument(s) of transfer executed by such Co-Sale Holder and one or more certificates, properly endorsed for transfer, which represent:

  • Transfer of Purchased Assets At each exercise of the Asset Purchase Option by Party A:

  • Sale and Transfer of Shares Closing Subject to the terms and conditions of this Agreement, at the Closing, the following will occur:

  • Contributed Assets In accordance with Section 704(c) of the Code, income, gain, loss and deduction with respect to any property contributed to the Company with an adjusted basis for federal income tax purposes different from the initial Asset Value at which such property was accepted by the Company shall, solely for tax purposes, be allocated among the Members so as to take into account such difference in the manner required by Section 704(c) of the Code and the applicable Regulations.

  • Transfer of Acquired Assets At the Closing, Seller is transferring and shall transfer to Buyer, and the Transaction Agreements are effective to vest in Buyer, good, valid and indefeasible or marketable, fee simple or leasehold, as applicable, title to the Acquired Assets, free and clear of all Liens, other than Permitted Liens.

  • Title to Purchased Shares The Purchased Shares are owned by the Vendors as the registered and beneficial owner thereof with good and marketable title, free and clear of all Encumbrances.

  • Title to Transferred Assets From and including the Closing Date until such Servicing Rights Assets are transferred to Purchaser under Section 2.2, Seller shall be the sole holder and owner of the Servicing Rights Assets and shall have good and marketable title to the Servicing Rights Assets, free and clear of any Liens. Upon the sale of such Servicing Rights Assets pursuant to Section 2.2, Seller will transfer to Purchaser good and marketable title to the Servicing Rights Assets free and clear of any Liens. Seller is the sole holder and owner of the Rights to MSRs and the sale and delivery to Purchaser of the Rights to MSRs pursuant to the provisions of this Sale Supplement will transfer to Purchaser good and marketable title to the Rights to MSRs free and clear of any Liens.

  • Consideration Shares The Consideration Shares, when issued in accordance with the terms and conditions of this Agreement, will be fully paid and non-assessable.

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