to the Seller Sample Clauses

to the Seller. For the attention of: The Company Secretary Address: Travelex Limited, ▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇ Facsimile number: 020 7400 4001 with a copy (which shall not constitute notice) by hand to the Seller’s Solicitors at ▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇ (reference: SJH) For the attention of: ▇▇▇▇▇ ▇▇▇▇▇ Address: Travelex Money Transfer Limited, ▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇ Facsimile number: 020 7400 4001 with a copy (which shall not constitute notice) to the Buyer (as set out above).

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 Claims Notice shall describe the Environmental Claim in reasonable detail and shall indicate, to the extent that may be reasonably determined, the amount (estimated, if necessary) of any Indemnified Environmental Losses that have been or may be incurred by any of the Buyer Indemnitees;

to the Seller. (a) Deposit 100% of the Security Deposit prior to the signing of this Agreement; or (b) Deposit a minimum of 20% of the Security Deposit amount referred to in 3.1.1 above, prior to signing of this Agreement and the balance amount in 4 (Four) installments after signing of the Agreement. The Purchaser shall not be entitled to claim any interest on the Security Deposit. It is clarified that the Base Price of GCV range 5500- 5800 KCal/Kg Grade G-6 Run-of-Mine (ROM) Coal of the Seller has been considered only for the purpose of calculating the amount of Security Deposit and no commitment whatsoever shall be inferred thereby to supply such grade of Coal at the said Base Price or otherwise. 3.1.3 (i) In pursuance of option (b) of clause 3.1.2 above the Purchaser has deposited an initial Security Deposit of Rs......................./- (Rupees ….......................... only by way of Cash (equivalent to the Base Price of Grade G-6 ROM coal of the Seller prevalent on the Signature Date multiplied by (Proportion of the ACQ quantity considered, which proportion shall not be less than ACQ/120), by way of bank guarantee. (NA:- 100% SD deposited)

to the Seller. Dennis Iden Bel Air ▇▇▇▇ ▇▇▇▇▇ny 2463 Irvine Ave., #E-2 ▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ (▇▇▇)▇▇▇-▇112 Telefax (▇▇▇)▇▇▇-▇▇▇4 To the ▇▇▇▇▇▇▇▇▇: ------------------ Donald A. Anderson, Presiden▇ ▇▇▇▇▇▇▇▇ International, Inc. 12771 Pala Drive Gar▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ (▇▇▇)▇▇▇-▇274 Telefax (▇▇▇)▇▇▇-▇▇▇4 Any party ▇▇▇ ▇▇▇▇ ▇ime to time change its address for the purpose of notices to that party by a similar notice specifying a new address, but no such change shall be deemed to have been given until it is actually received by the respective party hereto.

to the Seller. The Closing Date Balance Sheet shall be prepared in accordance with the accounting principles set forth in subsection (e) below. On or prior to the 30th day after receipt of the Closing Date Balance Sheet, the Seller may give the Buyer a written notice stating in reasonable detail its objections (an "Objection Notice") to the Closing Date Balance Sheet and stating what the Seller believes the Adjusted Working Capital of the Company as at the Closing Date to be. If the Seller does not give the Buyer an Objection Notice within such 30-day period, then the Closing Date Balance Sheet and the Adjusted Working Capital determined as of the Closing Date will be conclusive and binding on the Parties for purposes of Section 2.3(a).

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. 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. As a condition of the purchase by the Seller, the Seller has required that the Servicer make such representations and warranties directly to the Trustee, the Certificate Insurer and the Investor Certificateholders so that the Trustee may recover directly against the Servicer on such representations and warranties rather than indirectly through claims by the Seller against the Servicer. Consequently, the Servicer represents and warrants to the Trustee, the Certificate Insurer and the Investor Certificateholders as of the Closing Date (unless otherwise specified) and as to each Mortgage Loan that: