Purchase and Sale of Note Clause Example from Business Contracts

Purchase and Sale of Note. a. First Closing. The First Closing of the purchase and sale of the First Note in a principal amount of One Hundred Sixty-Eight Thousand and No/100 United States Dollars (US$168,000.00) for a purchase price of One Hundred Fifty Thousand and No/100 United States Dollars (US$150,000.00), shall take place on the Effective Date, subject to satisfaction of the conditions to the First Closing set forth in this Agreement (the "First Closing Date"). Additional Closings of the purchase and sale of the No...tes shall be at such times and for such amounts as determined in accordance with Section 1(d) below, subject to satisfaction of the conditions to the Additional Closings set forth in this Agreement (the "Additional Closing Dates", collectively, with the First Closing Date, referred to as the "Closing Dates"). The Closings shall occur on the respective Closing Dates through the use of overnight mails and subject to customary escrow instructions from the Buyer and its counsel, or in such other manner as is mutually agreed to by the Company and the Buyer. b. Form of Payment. On each Closing Date, (i) the Buyer shall pay the purchase price set forth on the face thereof for the Note to be issued and sold to it at such Closing (the "Purchase Price") by wire transfer of immediately available funds to the Company, in accordance with the Company's written wiring instructions, against delivery of such Note in the principal amount set forth on the face thereof, and (ii) the Company shall deliver such duly executed Note on behalf of the Company, to the Buyer, against delivery of such Purchase Price. c. Additional Closings. At any time Buyer may purchase additional Notes hereunder in Additional Closings by written notice to the Company, and the Buyer shall purchase such additional Notes in such amounts and at such times as the Buyer shall determine, so long as no unwaived default or "Event of Default" (as such term is defined in any of the Transaction Documents) shall have occurred or be continuing under this Agreement or any other Transaction Documents, and no event shall have occurred that, with the passage of time, the giving of notice, or both, would constitute an unwaived default or an Event of Default hereunder or thereunder; and any additional purchase of Notes beyond the purchase of Notes at the First Closing shall have been approved by the Buyer and the Company participating in the Additional Closing, which approval may be given or withheld in each of the Buyer's and the Company's sole and absolute discretion. View More