Consideration for, and Characterization of, Purchases Sample Clauses

Consideration for, and Characterization of, Purchases. (a) On the terms and subject to the conditions set forth in this Agreement, Buyer agrees to make Purchase Price payments to, and accept capital contributions from, the Sellers in accordance with the provisions of Section 2.12 hereof. (b) The transfers contemplated in Section 2.1 and Section 2.2 of Eligible Receivables and Eligible Equipment Loans shall be treated as (x) sales to the extent of cash received by Seller from Buyer on the related Purchase Date and (y) if such Seller is ALS, to the extent the Total Consideration is in excess of the amount set forth in clause (x), a contribution to the capital of the Buyer in the amount of such excess. The transfers of Conveyed Assets contemplated in Sections 2.1 and 2.2 that are not Eligible Receivables or Eligible Equipment Loans shall be treated as a capital contribution to the Buyer.
Consideration for, and Characterization of, Purchases. (a) On the terms and subject to the conditions set forth in this Agreement, ▇▇▇▇▇ agrees to make Purchase Price payments to, and accept capital contributions from, the Seller in accordance with the provisions of Section 2.12. (b) The transfers contemplated in Section 2.1 and Section 2.2 of Purchased Loans that are Eligible Loans as of the related Purchase Date shall be treated as (x) sales to the extent of cash received by the Seller from Buyer on the related Purchase Date and (y) to the extent the Total Consideration is in excess of the amount set forth in clause (x), a contribution to the capital of the Buyer in the amount of such excess. The transfers of Purchased Loans contemplated in Sections 2.1 and 2.2 that are not Eligible Loans as of the related Purchase Date shall be treated as a capital contribution to the Buyer.
Consideration for, and Characterization of, Purchases. The purchase price of any Portfolio Investment shall be the fair market value of such Portfolio Investment. The determination of the fair market value of any Portfolio Investment shall be made in accordance with the provisions of Article I of the Loan Agreement. The purchase price for a Portfolio Investment shall be paid on the related Purchase Date (a) by payment in cash in immediately available funds and/or (b) to the extent not paid in cash, as a capital contribution by the Seller to the Buyer in an amount equal to the unpaid portion of the purchase price.
Consideration for, and Characterization of, Purchases. (a) On the terms and subject to the conditions set forth in this Agreement, Buyer agrees to make Purchase Price payments to, and accept capital contributions from, the Sellers in accordance with the provisions of Section 2.12. (b) The transfers contemplated in Section 2.1 and Section 2.2 of Eligible Receivables and Eligible Equipment Loans shall be treated as (x) sales to the extent of cash received by Seller from Buyer on the related Purchase Date or Receivables Settlement Date, as applicable, and (y) if such Seller is ALS, to the extent the Total Consideration is in excess of the amount set forth in clause (x), a contribution to the capital of the Buyer in the amount of such excess. The transfers of Conveyed Assets contemplated in Sections 2.1 and 2.2 that are not Eligible Receivables or Eligible Equipment Loans shall be treated as a capital contribution to the Buyer.

Related to Consideration for, and Characterization of, Purchases

  • Calculation of Purchase Price The bank’s ownership interest in a security will be quantified one of two ways: (i) number of shares or other units, as applicable (in the case of equity securities) or (ii) par value or notational amount, as applicable (in the case of non-equity securities). As a result, the purchase price (except where determined pursuant to clause (ii) of the preceding paragraph) shall be calculated one of two ways, depending on whether or not the security is an equity security: (i) the purchase price for an equity security shall be calculated by multiplying the number of shares or other units by the applicable market price per unit; and (ii) the purchase price for a non-equity security shall be an amount equal to the applicable market price (expressed as a decimal), multiplied by the par value for such security (based on the payment factor most recently widely available). The purchase price also shall include accrued interest as calculated below (see Calculation of Accrued Interest), except to the extent the parties may otherwise expressly agree, pursuant to clause (ii) of the preceding paragraph. If the factor used to determine the par value of any security for purposes of calculating the purchase price, is not for the period in which the Bank Closing Date occurs, then the purchase price for that security shall be subject to adjustment post-closing based on a “cancel and correct” procedure. Under this procedure, after such current factor becomes publicly available, the Receiver will recalculate the purchase price utilizing the current factor and related interest rate, and will notify the Assuming Institution of any difference and of the applicable amount due from one party to the other. Such amount will then be paid as part of the settlement process pursuant to Article VIII.