Independent consideration clause samples

(b)Not later than 3 days after the effective date, Buyer must pay Seller $ as independent consideration for Buyer's right to terminate by tendering such amount to Seller or Seller's agent. If Buyer terminates under this Paragraph 7B, the earnest money will be refunded to Buyer and Seller will retain the independent consideration. The independent consideration will be credited to the sales price only upon closing of the sale. If no dollar amount is stated in this Paragraph 7B(2) or if Buyer fails to pay the independent consideration, Buyer will not have the right to terminate under this Paragraph 7B.

2.3 Independent Consideration. Notwithstanding anything to the contrary in this Agreement, the sum of One Hundred and No/100 Dollars ($100.00) of Buyer’s Initial Deposit (“Independent Consideration”) shall be paid to Seller from the Initial Deposit, which amount Seller and Buyer have bargained for and agreed to as independent and sufficient consideration for Seller’s execution and delivery of this Agreement. The Independent Consideration is non-refundable and separate consideration from any other payment or deposit required by this Agreement, and Seller shall retain the Independent Consideration upon any termination of this Agreement notwithstanding any other provision of this Agreement to the contrary.

2. Deposits and Independent Consideration. Within five business days of execution of this Agreement, Purchaser shall deliver via wire transfer an amount equal to $125,000.00 (“Initial Deposit”), together with a fully executed copy of this Agreement, into escrow with Commonwealth Land Title Insurance Company, Attn: Michael Zotika, 2390 E. Camelback Rd., Suite 230, Phoenix, AZ 85016, Phone: 602-287-3563, Fax: 602-263-0433 (the “Title Company”). Failure to deliver the Initial Deposit shall be an immediate default by Purchaser under this Agreement. If Purchaser elects to deliver its Go Forward Notice (as hereinafter defined), then within two business days following the end of the Inspection Period (as hereinafter defined), Purchaser shall deliver via wire transfer an additional $125,000.00 (the “Additional Deposit”) (the Initial Deposit and Additional Deposit collectively are referred to hereinafter as the “Deposit”). If requested by Purchaser, the Deposit shall be placed in an interest bearing account and the interest earned on such account shall be added to and made part of the Deposit. If this Agreement is consummated, the Deposit shall be applied against the total Purchase Price (as hereinafter defined) to be paid by Purchaser at Closing. If this Agreement is terminated, then the Deposit, less $100 that Seller will retain as independent consideration for entering into this Agreement (“Independent Consideration”), shall be returned to the party indicated under the terms of this Agreement. The Deposit shall become non-refundable if Purchaser delivers its Go Forward Notice before expiration of the Inspection Period except as otherwise expressly set forth in this Agreement.

2.3 Independent Consideration. A portion of the amount deposited by Buyer pursuant to Section2.1(a), in the amount of One Hundred Dollars ($100) (the “Independent Consideration”) shall be earned by Seller upon execution and delivery of this Agreement by Seller and Buyer as consideration for Buyer’s right to purchase the Property and for Seller’s execution, delivery and performance of this Agreement. The Independent Consideration is in addition to and independent of any other consideration or payment provided for in this Agreement, is non-refundable and shall be retained by Seller notwithstanding any other provision of this Agreement. The Independent Consideration shall be disbursed by the Title Company to Seller immediately following Buyer’s deposit thereof with the Title Company. In all instances under this Agreement in which Buyer elects to terminate or is deemed to have terminated this Agreement and the Deposit is returned to Buyer, Seller shall retain the Independent Consideration when the Deposit is returned to Buyer. In the event the transactions contemplated hereby are consummated, then the Independent Consideration shall be applicable toward the Purchase Price.

A conflict of interest will be considered material to the extent that it is determined that the conflict has the potential to influence ChangePath’s decision making in voting the proxy. If such a material conflict is deemed to exist, the Firm will refrain completely from exercising its discretion with respect to voting the proxy and will instead refer that vote to an outside service for its independent consideration. If it is determined that any such conflict or potential conflict is not material, ChangePath may vote the proxy.

ChangePath generally will not vote proxies; however, it may do so as it deems necessary or appropriate. Prior to voting, the CCO will make a determination as to whether a material conflict of interest exists and will either resolve the conflict or refer the proxy vote to an outside service for its independent consideration. The CCO periodically reviews the proxy voting records to confirm that proxies are voted according to the Firm’s policies and records are appropriately maintained.

(e)Purchaser shall have forty-five (45) days from the Effective Date in order to obtain a loan commitment in a loan amount of not greater than sixty-five percent (65%) loan-to-value. If Purchaser is unable to obtain such a loan commitment, then Purchaser shall notify Seller in writing by 5:00pm on the date that is forty-five (45) days after the Effective Date and, in such event, Purchaser may terminate this Agreement and receive a refund of the Earnest Money, less the Independent Consideration. If Purchaser does not so terminate this Agreement by such date and time, the conditions of this Section 7(e) shall be deemed satisfied and Purchaser may not thereafter terminate this Agreement under this Section 7(e).

2.3 Independent Consideration. Notwithstanding anything in this Agreement to the contrary, a portion of the Deposit in the amount of $100.00 shall be non-refundable and shall be distributed to Seller at Closing or other termination of this Agreement as full payment and independent consideration for Seller’s performance under this Agreement and for the rights granted to Buyer hereunder (the “Independent Consideration”). Such Independent Consideration shall be deducted from any refund or delivery of the Deposit to Buyer pursuant to this Agreement and shall simultaneously be distributed to Seller.

(i)Independent Consideration.Notwithstanding any term or provision of this Agreement, Buyer hereby delivers to Seller an amount equal to One Hundred and No/100 Dollars ($100.00) from the Initial Deposit (as hereinafter defined) (the “Independent Consideration”) as independent consideration to Seller for having entered into this Agreement.The Independent Consideration shall be nonrefundable if Close of Escrow does not occur for any reason related to a Buyer default or termination under this Agreement, or due to a failure of a Buyer condition, and to the extent that this Agreement requires any funds to be refunded to Buyer, any amount so refunded shall not include the Independent Consideration; provided, however, that the Independent Consideration shall be refunded to Buyer from Seller, as part of Buyer’s damages, in the event of a Seller default under this Agreement.

3.1.1Independent Consideration. The Independent Consideration shall be non-refundable to Buyer under all circumstances, and at Closing, the Independent Consideration, together with all interest that accrues on the Independent Consideration while in Escrow Agent’s control, shall be applied as a credit towards the payment of the Purchase Price. If this Agreement is terminated for any reason by either party, the Independent Consideration shall be paid to Seller.

1.4Independent Consideration.Contemporaneously with the execution and delivery of this Agreement and delivery of the Initial Deposit, Escrow Agent shall pay to the Seller as further consideration for this Agreement, the amount of ONE HUNDRED DOLLARS ($100) (“Independent Consideration”) of the Initial Deposit as independent consideration provided for hereunder, which Independent Consideration is fully earned by Seller and is not refundable under any circumstances.

3.4 Independent Consideration. Within three (3)Business Days following the Effective Date, Purchaser shall pay to Seller as further consideration for this Agreement, in cash, by certified or bank check or by wire transfer of immediately available federal funds, the sum of ONE HUNDRED and 00/100 DOLLARS ($100.00) (the “Independent Consideration”). Such Independent Consideration shall not be part of, and shall be in addition to the Deposit and the Purchase Price. The Independent Consideration is independent of any other consideration provided hereunder, shall be fully earned by Seller upon the Effective Date, and is not refundable under any circumstances. Notwithstanding anything to the contrary contained herein, in the event the Deposit is returnable to Purchaser for any reason under this Agreement and such Independent Consideration shall not then have been paid to Seller, an amount equal to such Independent Consideration shall be withheld by the Escrow Agent from the Deposit and not delivered to Purchaser, but shall instead be delivered to Seller in satisfaction of Purchaser’s obligation to pay such Independent Consideration.

d. Independent Consideration. In all events, the sum of $100.00 (the “Independent Consideration”), which sum has been bargained for and agreed to as consideration for Seller’s execution and delivery of this Agreement, will be payable to Seller out of the Deposits, even if this Agreement is terminated under its express provisions. The Independent Consideration is independent of all other consideration provided in this Agreement, and is nonrefundable in all events. Buyer and Seller stipulate that the Independent Consideration is sufficient consideration to support this Agreement notwithstanding Buyer’s rights to terminate this Agreement as set out in this Agreement.

1.7Independent Consideration. The sum of ONE HUNDRED AND NO/100 DOLLARS ($100.00) (the “Independent Consideration”) out of the Earnest Money is independent of any other consideration provided hereunder, shall be fully earned by Seller upon the Effective Date and is not refundable to Buyer under any circumstances, it being the intent of the parties to recognize that such amount has been bargained for and agreed to as independent consideration for Buyer’s exclusive right to purchase the Property and the Inspection Period provided hereunder, and for Seller’s execution and delivery of this Agreement. Accordingly, notwithstanding anything to the contrary herein, if this Agreement is terminated for any reason by either party, the Independent Consideration shall be paid by Escrow Agent to Seller.

Section 2.4Independent Consideration.Contemporaneously with the execution and delivery of this Agreement, Buyer has paid to Seller as further consideration for this Agreement, in cash, the sum of One Hundred Dollars ($100.00) (the “Independent Consideration”), in addition to the Deposit and the Purchase Price and independent of any other consideration provided hereunder, which Independent Consideration is fully earned by Seller and is non-refundable under any circumstances.In addition, Seller acknowledges that (a) in performing its investigation of the Property, Buyer will incur expenses, and such expenses also constitute good, valuable and sufficient consideration for this Agreement, and (b) Buyer would not have entered into this Agreement without having the opportunity to perform such investigations and without having the right to terminate this Agreement in accordance with the provisions hereof.Accordingly, in addition to the $100 referenced above, separate consideration exists to support Seller’s obligations hereunder notwithstanding Buyer’s right to terminate this Agreement as provided herein.