Purchase Price 3. 1. Purchase Price of the Property (Inclusive of VAT at a rate of 15 %) R 3.2. Deposit (10% of the Purchase Price) R
Purchase Price 3. 1. As consideration for the purchase and transfer of the Sale Assets, the Purchaser shall pay to the Seller an amount equal to EUR 2,500,000.00 (two million and five hundred thousand euros) (the “Purchase Price”), excluding VAT, if any. 3.2. The Purchase Price is paid in full, without any kind of withholding, retention, or deduction due to applicable taxes, related costs and expenses or similar concepts, by wire transfer of immediately available funds to the Sellers’ Bank Account. 4.
Purchase Price 3. 1 The purchase price (the "Purchase Price") to be paid by Buyer to Seller for the Property shall be $ See Addendum, payable as follows: (a) Cash down payment, including the Deposit as defined in paragraph 4.3 (or if an all cash transaction, the Purchase Price): $ ______________
Purchase Price 3. 1 The Purchaser shall pay to Seller a total price of Six Million Four Hundred Thousand Dollars ($6,400,000) (the "Purchase Price"), payable by wire transfer on the Closing Date, in consideration of the Assets and rights under this Purchase Agreement. 3.2 The parties agree that the Purchase Price shall be allocated by the Purchaser and the Seller among the Assets and rights under this Purchase Agreement by mutual agreement of the parties within 30 days after the Closing Date. Seller and Purchaser each covenant and agree that it shall not take a position in any tax proceeding or audit or otherwise that is inconsistent with such allocation; provided, however, that nothing contained herein shall require Seller or Purchaser to contest beyond, or otherwise than by, the exhaustion of its administrative remedies before any taxing authority, and Seller and Purchaser shall not be required to litigate before any court, including, without limitation, the United States Tax Court, any proposed deficiency or adjustment by any taxing authority that challenges such allocation. Seller and Purchaser each shall give prompt notice to the other of the commencement of any tax audit or the assertion of any proposed deficiency or adjustment by any taxing authority that challenges such allocation. Seller and Purchaser each shall timely file Internal Revenue Service Form 8594 (or any applicable successor thereto) in respect of the purchase and sale of the Assets and shall state on such Form the agreed allocation of the Purchase Price among the Assets and rights under this Purchase Agreement. 4.
Purchase Price 3. 1.1 The aggregate purchase price for the Shares is EUR 76,000,000 (Initial Pur- chase Price) plus, on a euro-for-euro basis, an amount equal to the aggregate of the Net Debt Adjustment and the Net Working Capital Adjustment (Ad- justment Amount) (together, Purchase Price), and it shall be paid and cal- culated as set forth in this Section 3. 3.1.2 All payments of the Purchase Price shall be made by Buyer by way of direct transfer of immediately available funds to the Sellers’ Bank Accounts in the amounts for each respective Seller as set forth in Schedule 3.1.3, notwithstand- ing that it shall be the Company acquiring the Inc. Shares and the Transferred Ky Partnership Interests as set forth in Section 6.2.3. 3.1.3 The Purchase Price shall be allocated among the Sellers as set out in Schedule 3.1.3. 3.2
Purchase Price 3. Section 1.05 Milestone 3 Section 1.06 Reports and Reporting 4 Section 1.07 Allocation of Purchase Price 4 Section 1.08 Non-Assignable Assets. 4 Section 1.09 Withholding Taxes 5 Section 1.10 Exploitation of Products 5 ARTICLE II CLOSING 5 Section 2.01 Closing 5 Section 2.02 Closing Deliverables. 5 Section 2.03 Delivery of Records 6 ARTICLE III REPRESENTATIONS AND WARRANTIES OF SELLER 6 Section 3.01 Organization and Authority of Seller 6 Section 3.02 No Conflicts or Consents 6 Section 3.03 Intellectual Property 7
Purchase Price 3. 1 The Parties agree that the Software has a purchase price of 4 million restricted and unregistered shares (the Purchase Price ). 3.2 The Purchase Price will be paid no later than the 15th of January 1999. 4.
Purchase Price 3. 1 Purchased Assets 1.1(b) Purchased Claims 1.1(a)(xi) Purchased Inventories 1.1(a)(iv) Purchased Prepaid Items 1.1(a)(vi) Purchased Records 1.1(a)(viii) Purchased Rights 1.1(a)(ix) Purchaser Preamble Real Property 1.1(a)(ii)(A) Reference Balance Sheet 7.3 Related Documents 5.1(h) Response 16.9
Purchase Price 3. 1 The purchase price for the Shares is provided in clause 3.1 of the SPA. 3.2 The purchase price shall be paid by the Purchaser to the Seller in accordance with clause 3.1 and paragraph 2 of Part 2 of Schedule 2 (Completion Arrangements) of the SPA. 3. Çmimi i Blerjes 3.1 Çmimi i blerjes për Aksionet është përcaktuar në nenin 3.1 të Marrëveshjes së Shitblerjes së Aksioneve. 3.2 Çmimi i blerjes do t’i paguhet Shitësit nga Blerësi në përputhje me nenin 3.1 dhe paragrafin 2 të Pjesës 2 të Shtojcës 2 (Rregullat e Mbylljes) të Marrëveshjes së Shitblerjes së Aksioneve.
Purchase Price 3. 1(a) Purchased Assets 2.1(a) Purchaser Introductory Paragraph Purchaser Closing Certificate 7.3(f) Purchaser Indemnitees 9.2(a) Purchaser Representations 9.1(a) Purchaser Warranty Losses 9.2 Representative Introductory Paragraph Restricted Contract 2.5(a) Restricted Services 6.5(a) Second Cut-Off Date 9.1(a) Seller Introductory Paragraph Seller Accounts Payable and Indebtedness Amount 2.3(b) Seller Closing Certificate 7.2(i) Seller Indemnitees 9.3 Seller Investor Party 4.20(a) Seller Source Code 4.9(g) Seller Warranty Losses 9.3 Seller Wire Account 3.2(b)(iv) Signing Advance 3.1(b) Special Cap 9.2(c) Tax Clearance Certificate 6.8(c) Third Party Claim 9.4(a) Third Party Defense 9.4(b) Transaction Expense Statement 2.3(b) Transferred Employees 6.7(a) Unitholder Introductory Paragraph
