Purchase Consideration. The consideration payable in connection with a purchase transaction shall be debited from the appropriate deposit account of the Portfolio as of the time and date that funds would ordinarily be required to settle the transaction in the applicable market. The Custodian shall promptly recredit the amount at the time that the Portfolio or the Fund notifies the Custodian by Proper Instruction that the transaction has been canceled.
Purchase Consideration. As consideration for the sale of the Conveyed Property, Purchaser shall deliver the following to Seller in the manner set forth below:
Purchase Consideration. The Purchaser agrees to pay the Seller with respect to any PSL Tranche of PSL Revenues purchased by the Purchaser from the Seller on each Purchase Date, the Purchase Price. As additional consideration for the purchases of PSL Tranches hereunder, the Purchaser shall by appropriate instrument or instruments sell, transfer, assign, set over and otherwise convey, or cause to be sold, transferred, assigned, set over or otherwise conveyed or issued, to the Seller the Residual Certificate.
Purchase Consideration. 4.1 In consideration for the Transferred Assets and Transferred Liabilities, the Purchaser shall, (re)pay all outstanding amounts under the loans and debts as set forth in Schedule 6, the aggregate value of which as at October 4, 2013 amounts to EUR 881.056 (the "Seller's Debts") directly to the relevant creditors of such Seller's Debts, on behalf of the Seller and in accordance with the provisions of Clause 4.2 en 4.3.
Purchase Consideration. Buyer agrees to deliver to Seller at the Closing a commitment to the benefit of the Seller for a Conditional Guaranty in favor of Loral Skynet Network Services, Inc., a Delaware corporation, CyberStar, L.P., a Delaware limited partnership, CyberStar, LLC, a Delaware limited liability company, and Loral Skynet, a division of Loral SpaceCom Corporation, a Delaware corporation (collectively, the “Loral Entities”) having a total value to Seller of Three Million and No/100 Dollars ($3,000,000.00) (the "Purchase Consideration"). Buyer agrees that the Seller shall provide employment contracts and full benefits for both Xxxxx Xxxxxxxxxx and Xxxxx Xxxxxxx for three years. The minimum salary levels are agreed to be: Xxxxx Xxxxxxxxxx - $150,000 US Dollars per annum and Xxxxx Xxxxxxx - £100,000 GBP per annum. Xxxxx Xxxxxxxxxx shall be President and COO for the Seller. Xxxxx Xxxxxxx shall be CEO and VP Sales and Marketing for the Seller. The Seller is intended to operate as a subsidiary within the Ariel Way group using synergies with sister companies to advantage but with autonomous offices and management control. The Seller will furnish staff employment contracts as required by industry and legal norms. The acquisition by the Seller of certain assets from the Loral Entities is expected to be a cash-less transaction as $250,000 Dollars purchase price will be taken from prepaid revenue owing to the Seller on closing. All other monies due by the Seller to the Loral Entities in the transaction agreement will be taken from operating funds and are not part of the Seller’s equity purchase. The Buyer shall provide, in a timely fashion, capitalization funding to the Seller to cover certain cash flow and capital expenditures deficit for a period of two years per business plan submitted and upon the Buyers approval and according to a certain Stockholders Agreement between the Buyer and the Seller. Capitalization levels may be reviewed after 18 months to assess investment return. The Buyer shall, within 180 days, replace the $250,000 purchase price for the certain assets from the Loral Entities as acquired by the Seller and paid from the Seller’s cash balance at Closing. The Buyer and the Seller shall assume responsibility to settle Seller fee agreement with Xxxxxx Financial Corporation as Consultant in a prompt manner upon closing of the acquisition of certain assets from the Loral Entities. At present the Buyer understands that this responsibility is approximately $25,000, and ...
Purchase Consideration. The Sellers shall have received the consideration (in the form of TSI Stock) required to be delivered at Closing and to which each Seller is entitled pursuant to Section 1.1 hereof.
Purchase Consideration. In consideration of the sale and transfer to Purchaser or the applicable Purchaser Designated Affiliates of the applicable Sellers’ right, title and interest in the Purchased Assets, including the Shares, in accordance with and subject to the terms of this Agreement (the “Sale”), and the other obligations of Seller Parent pursuant to this Agreement, at the Closing, Purchaser shall, and Purchaser Parent shall cause Purchaser to, (a) allot, issue and deliver the Purchase Consideration in accordance with Section 2.7, and (b) assume the Assumed Liabilities.
Purchase Consideration. Buyer agrees to deliver to Seller at the Closing aggregate purchase consideration having a total value to Seller of Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00) (the "Purchase Consideration"), payment of such Purchase Consideration to be effected by Buyer's execution and delivery to Seller at Closing of: (i) an agreement in form and substance satisfactory to Seller whereby Buyer shall commit to provide to Seller, free of charge or any other cost or expense whatsoever to Seller, the products, services and related interests and rights with respect to Market Central Technology as are described in Exhibit A hereto (the "Market Central Technology Consideration"), which Market Central Technology Consideration shall, as and when provided in accordance with the foregoing agreement, have an aggregate value to Seller of not less than Two Hundred Thousand and No/100 Dollars ($200,000.00), plus (ii) an agreement in form and substance satisfactory to Seller whereby Buyer shall commit to provide to Seller, free of charge or any other cost or expense whatsoever to Seller, certain business development and strategic support services related to telecommunications and technology M&A, marketing and technology activities, as well strategic business planning and related assistance and services (the "Development/Support Services Consideration"), which Development/Support Services Consideration shall be rendered by Buyer's senior executives as and when directed by Seller and, when so rendered, shall have an aggregate value to Seller of not less than Fifty Thousand and No/100 Dollars ($50,000.00) as are described in Exhibit A hereto.
Purchase Consideration. The Parent and the Buyer will make or cause to be made the following distributions and payments of the Estimated Closing Purchase Consideration, according to the timing indicated below:
Purchase Consideration. Subject to the provisions of Sections 6.10 and 6.11, the Purchase Consideration payable to the Company Shareholders pursuant to the Arrangement shall be determined as follows:
