No Reduction of Purchase Price Sample Clauses

No Reduction of Purchase Price. Seller agrees that deduction of the Closing Costs, the Prior Balance and the Origination Fee from the Purchase Price shall not be deemed to be a reduction of the Purchase Price.
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No Reduction of Purchase Price. The Parties hereby agree that the deduction of the applicable fees from the Purchase Price shall not be deemed a reduction to the Purchase Price.
Sample 1Sample 2Sample 3
No Reduction of Purchase Price. Seller hereby: (i) agrees to pay the Applicable Fees, the Prior Balance and the Origination Fee (the sum of those, hereinafter, the “Closing Costs”) in full; (ii) hereby authorizes Buyer to apply a portion of the Purchase Price due to Seller pursuant to this Agreement toward satisfaction of Seller’s obligation to pay the Closing Costs by deducting the amount of the Closing Costs from the Purchase Price prior to delivering it to Seller; and (iii) agrees that deduction of the Closing Costs from the Purchase Price shall not be deemed to be a reduction of the Purchase Price.
Sample 1
No Reduction of Purchase Price. Seller hereby agrees that deduction of the Applicable Fees from the Purchase Price shall not be deemed to reduce the Purchase Price. Seller and Buyer agree that this Rider shall be attached to the Agreement and shall be made a part thereof. FOR THE SELLER FOR THE SELLER #2 (If any) /s/ Xxxxx Xxxxxx Xxxxxxxx /s/ Xxxxx Xxxxxx NAME: XXXXX XXXXXX XXXXXXXX NAME: XXXXX XXXXXX RIDER 2 TO THE FUTURE RECEIVABLES SALE AND PURCHASE AGREEMENT (“Agreement”) Between AMERIFUND GROUP LLC (“BUYER”) and CHINA INFRASTRUCTURE CONSTRUCTION (“Seller”) dated October 17, 2022.
Sample 1
No Reduction of Purchase Price. Seller hereby agrees that deduction of any Fees from the Purchase Price shall not be deemed to reduce the amount of the Purchase Price. Seller and Purchaser agree that this Rider shall be attached to the Agreement and shall be made a part thereof. FOR PURCHASER By: FOR THE SELLER By: /s/ Sxxxx Xxxxx Xxxxxxx Name: SXXXX XXXXX XXXXXXX Contract #: 6092355 26 /s/ SAS RIDER 2 TO THE FUTURE RECEIPTS SALE AND PURCHASE AGREEMENT (“Agreement”) Between PROSPERUM CAPITAL PARTNERS LLC d/b/a ARSENAL FUNDING (“Purchaser”) and PARADISE ADVENTURES LLC d/b/a PARADISE ADVENTURES CATAMARANS AND WATERSPORTS (“Merchant”)
Sample 1
No Reduction of Purchase Price. Seller hereby agrees that deduction of the Origination Fee from the Purchase Price shall not be deemed to reduce the Purchase Price. Seller and Purchaser agree that this Rider shall be attached to the Agreement and shall be made a part thereof. FOR PURCHASER By: FOR THE SELLER By: /s/ Sxxxx Xxxxx Xxxxxxx Name: SXXXX XXXXX XXXXXXX Contract #: 6092355 28 /s/ SAS RIDER 4 IDENTIFYING INFORMATION OF SELLER AND GUARANTOR SELLER (#1) Full Name: SXXXX XXXXX XXXXXXX Social Security No: [***] Title OWNER Driver License No: [***] Signature OWNER / GUARANTOR (#1) Full Name: SXXXX XXXXX XXXXXXX Social Security No: [***] Title OWNER Driver License No: [***] Signature SELLER (#2) Full Name: Social Security No: Title Driver License No: Signature OWNER / GUARANTOR (#2) Full Name: Social Security No: Title Driver License No: Signature Contract #: 6000000 29 /s/ SAS REVENUE SOURCES ADDENDUM TO CONTRACT Addendum to the Agreement identified as AGREEMENT OF SALE OF FUTURE RECEIPTS. Reference is made to the above referenced Agreement between Prosperum Capital Partners LLC dba Arsenal Funding (Purchaser) and PARADISE ADVENTURES LLC (Seller) located at . Representations with Respect to Revenue Sources. Seller hereby represents and warrants to Purchaser that (i) the below listed entities/individuals represent the ten (10) largest sources of the Seller’s monthly revenues; (ii) the contact information set forth for each of the below listed entities/individuals is true, correct and accurate; and (iii) providing the below listed information and making the representations and warranties set forth in this addendum is a material inducing factor in Purchaser choosing to enter into the Agreement with Seller. Business Name Fareharbor Name of Contact Cxxxxxx Xxxxxxxx Contact Title Strategic Account Manager Address 1000 Xxxxxxxxx Xxxxx Xxxxxx, XX 00000 Phone [***] Email [***] Business Name Viator Name of Contact Lxxxxxx Xxxxxx Contact Title Strategic Account Manager Address 7 Xxxx Xxxxxx, Xxxxxx X0X 0XX Phone [***] Email [***] Business Name NA Name of Contact NA Contact Title NA Address NA Phone NA Email NA Contract #: 6092355 30 /s/ SAS Business Name Name of Contact Contact Title Address Phone Email Business Name Name of Contact Contact Title Address Phone Email Business Name Name of Contact Contact Title Address Phone Email Contract #: 6092355 31 /s/ SAS Arsenal
Sample 1

Related to No Reduction of Purchase Price

  • Allocation of Purchase Price Buyer shall deliver to Seller at Closing a preliminary allocation among the Auctioned Assets of the Purchase Price and among such other consideration paid to Seller pursuant to this Agreement that is properly includible in Buyer's tax basis for the Auctioned Assets for Federal income tax purposes, and, as soon as practicable following the Closing (but in any event within 10 Business Days following the final determination of the Adjustment Amount), Buyer shall prepare and deliver to Seller a final allocation of the Purchase Price and additional consideration described in the preceding clause, and the post-closing adjustment pursuant to Section 3.02, among the Auctioned Assets (the "Allocation"). The Allocation shall be consistent with Section 1060 of the Code and the Treasury Regulations thereunder. Seller hereby agrees to accept Buyer's Allocation unless Seller determines that such Allocation was not prepared in accordance with Section 1060 of the Code and the regulations thereunder ("Applicable Law"). If Seller so determines, Seller shall within 20 Business Days thereafter propose any changes necessary to cause the Allocation to be prepared in accordance with Applicable Law. Within 10 Business Days following delivery of such proposed changes, Buyer shall provide Seller with a statement of any objections to such proposed changes, together with a reasonably detailed explanation of the reasons therefor. If Buyer and Seller are unable to resolve any disputed objections within 10 Business Days thereafter, such objections shall be referred to the Accountants, whose review will be limited to whether Buyer's Allocation of such disputed items regarding the Allocation was prepared in accordance with Applicable Law. The Accountants shall be instructed to deliver to Seller and Buyer a written determination of the proper allocation of such disputed items within 20 Business Days. Such determination shall be conclusive and binding upon the parties hereto for all purposes, and the Allocation shall be so adjusted (the Allocation, including the adjustment, if any, to be referred to as the "Final Allocation"). The fees and disbursements of the Accountants attributable to the Allocation shall be shared equally by Buyer and Seller. Each of Buyer and Seller agrees to timely file Internal Revenue Service Form 8594, and all Federal, state, local and foreign Tax Returns, in accordance with such Final Allocation and to report the transactions contemplated by this Agreement for Federal Income Tax and all other tax purposes in a manner consistent with the Final Allocation. Each of Buyer and Seller agrees to promptly provide the other party with any additional information and reasonable assistance required to complete Form 8594, or compute Taxes arising in connection with (or otherwise affected by) the transactions contemplated hereunder. Each of Buyer and Seller shall timely notify the other Party and each shall timely provide the other Party with reasonable assistance in the event of an examination, audit or other proceeding regarding the Final Allocation.

  • Adjustment of Purchase Price NUMBER AND KIND OF SHARES OR NUMBER OF RIGHTS. The Purchase Price, the number and kind of shares covered by each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 11.

  • Payment of Purchase Price The Purchase Price shall be paid as follows:

  • Calculation of Purchase Price The “Purchase Price” to be paid to each Originator in accordance with the terms of Article III for the Receivables and the Related Rights that are purchased hereunder from such Originator shall be determined in accordance with the following formula: PP = OB x FMVD where: PP = Purchase Price for each Receivable as calculated on the relevant Payment Date. OB = The Outstanding Balance of such Receivable on the relevant Payment Date. FMVD = Fair Market Value Discount, as measured on such Payment Date, which is equal to the quotient (expressed as percentage) of (a) one, divided by (b) the sum of (i) one, plus (ii) the product of (A) the Prime Rate on such Payment Date, times (B) a fraction, the numerator of which is the Days’ Sales Outstanding (calculated as of the last day of the Fiscal Month immediately preceding such Payment Date) and the denominator of which is 365 or 366, as applicable.

  • Determination of Purchase Price The Securities Administrator will be responsible for determining the Purchase Price for any Mortgage Loan that is sold by the Trust or with respect to which provision is made for the escrow of funds pursuant to this Section 2.03 and shall at the time of any purchase or escrow certify such amounts to the Depositor; provided that the Securities Administrator may consult with the Servicer to determine the Purchase Price unless the Servicer is the Purchaser of such Mortgage Loan. If, for whatever reason, the Securities Administrator shall determine that there is a miscalculation of the amount to be paid to the Trust, the Securities Administrator shall from monies in a Distribution Account return any overpayment that the Trust received as a result of such miscalculation to the applicable Purchaser upon the discovery of such overpayment, and the Securities Administrator shall collect from the applicable Purchaser for deposit to the Securities Account any underpayment that resulted from such miscalculation upon the discovery of such underpayment. Recovery may be made either directly or by set-off of all or any part of such underpayment against amounts owed by the Trust to such Purchaser.

  • Adjustment of Purchase Price, Number and Kind of Shares and Number of Rights The Purchase Price, the number of shares of Preferred Stock or other securities or property purchasable upon exercise of each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 11.

  • Purchase Price; Payment of Purchase Price In addition to the Assumed Liabilities described below, the aggregate consideration for the Subject Assets (the “Purchase Price”) shall be the amount equal to: $2,000,000. The Purchase Price shall be subject to adjustment as set forth in Section 1.7 below as so adjusted.

  • Purchase Price; Allocation of Purchase Price (a) Subject to the terms and conditions of this Agreement, the purchase price for the Interests and the Purchased Assets (other than the Specified OUS Assets) (such amount, the “Purchase Price”) is payable as follows:

  • Receipt of Purchase Price Receipt of the Purchase Price and any adjustments due Seller under Article VII at the Closing in the manner herein provided.

  • Adjustment of Purchase Price, Number and Kind of Shares or Number of Rights (a) (i) If the Company shall at any time after the date of this Agreement (A) pay a dividend on the Preferred Stock payable in shares of Preferred Stock, (B) subdivide the outstanding Preferred Stock into a greater number of shares, (C) combine the outstanding Preferred Stock into a smaller number of shares or (D) issue any shares of its capital stock in a reclassification of the Preferred Stock (including any such reclassification in connection with a consolidation or merger involving the Company), the Purchase Price in effect immediately prior to the record date for such dividend or of the effective date of such subdivision, combination or reclassification, and the number and kind of shares of Preferred Stock or other capital stock issuable on such date shall be proportionately adjusted so that each holder of a Right shall (except as otherwise provided herein, including Section 7(d)) thereafter be entitled to receive, upon exercise thereof at the Purchase Price in effect immediately prior to such date, the aggregate number and kind of shares of Preferred Stock or other capital stock, as the case may be, which, if such Right had been exercised immediately prior to such date and at a time when the applicable transfer books of the Company were open, such holder would have been entitled to receive upon such exercise and by virtue of such dividend, subdivision, combination or reclassification. If an event occurs which requires an adjustment under both this Section 11(a)(i) and Section 11(a)(ii), the adjustment provided for in this Section 11(a)(i) shall be in addition to, and shall be made prior to, any adjustment required pursuant to Section 11(a)(ii).

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