Terms of the Sale. XXXx almost always cover the basics of identifying the parties and the business being sold, the purchase price, and the manner of payment of the price (e.g., whether the buyer is paying all cash at closing or the seller is financing part of the price by taking a promissory note from the buyer). Beyond these essential basics there are many additional important terms to be addressed, and for the reasons noted above the parties – and especially the seller – should consider negotiating them in the LOI. A few of the more important of these terms are: Form of Transaction and Tax Treatment. Buyers often prefer to buy assets instead of the seller’s ownership interest in the entity owning the business. Buying assets provides less risk to the buyer of taking on seller liabilities that the buyer does not want to assume. From an income tax perspective, depending upon the type of entity owning the business, buying assets allows the buyer to allocate the purchase price to assets that the buyer can depreciate over time, whereas buying the seller’s ownership interest may defer the tax benefit of the purchase price to the buyer until the buyer sells the business. The seller, on the other hand, often prefers to sell the ownership interest in the entity owning the business. Depending upon the type of entity, this may allow the seller to avoid two levels of tax on the sale[2] and/or allow the seller to pay tax at the much lower rate applying to long term capital gains. The tax difference to the seller of asset sale versus ownership interest sale could exceed 30%.[3] Because the seller and buyer can have such opposing interests on the form of transaction and the resulting tax treatment, this is a fundamental term that should be agreed in the LOI. The gap between the parties often can be bridged by an adjustment to the price in which the party who obtains the desired structure shares some of its tax benefit with the other party through a change in the price – an example of why it is better to not agree on the price until the other key terms are agreed to as noted above.
Terms of the Sale. This Sales Contract is subject to the conditions set forth in the Articles herein. The violation of such conditions by the Buyer or its successors and assigns shall be considered a breach by the Contracting Officer and may result in termination, forfeiture of posted bonds, liability for any and all costs associated with the breach or other remedies that the Contracting Officer may seek.
Terms of the Sale. On the basis of the representations, warranties, covenants, and agreements contained in this Agreement and subject to the terms and conditions of this Agreement:
Terms of the Sale. Medizone shall sell Products to Distributor at the Prices and on the terms and conditions set out in this Agreement, including the Exhibits and Schedules hereto.
Terms of the Sale. Supplier shall sell Products to Reseller at the Prices and on the terms and conditions set out in this Agreement.
Terms of the Sale. Sale. Buyer shall deposit into an interest bearing escrow account with Title Insurer (i) the sum of Three Hundred Thousand Dollars ($300,000.00) within five (5) business days after mutual execution of this Agreement (the “Deposit”). Any and all interest accruing on the Deposit shall be for the benefit of Buyer. On the Closing Date, subject to the conditions of this Agreement, Seller agrees to sell to Buyer, and Buyer agrees to purchase from Seller, the Property for a purchase price in the amount of Fifteen Million Seven Hundred Eighty Three Thousand Three Hundred Fifty Eight Dollars ($15,783,358.00) (the “Purchase Price”), which shall be payable as follows: (a) Thirteen Million Eight Hundred Thirty Three Thousand Three Hundred Fifty Eight Dollars ($13,833,358.00) in immediately available funds (subject to adjustment for prorations and closing costs), and (b) One Million Nine Hundred Fifty Thousand Dollars ($1,950,000.00) (the “Note”) in the form of a promissory note payable to Seller’s indirect parent entity, B.F. Limited Partnership LP, which shall be in the form attached hereto as Exhibit C. Buyer intends to assign its interest in the Agreement to a wholly owned subsidiary of Buyer (“Assignee”). Notwithstanding any such assignment of Buyer’s interest in the Agreement to Assignee, the aforesaid promissory note shall be executed by Emeritus Corporation (“Emeritus”) and Assignee shall not have any liability thereunder. The Deposit shall be applied against the Purchase Price
Terms of the Sale. Amaizing Energy, or an affiliated entity of Amaizing Energy (the “Affiliate”), will purchase the Fxxxx XXX from NEK-SEN on the following terms:
Terms of the Sale. Seller shall make available and sell Goods to Distributor at the Prices and on the terms and conditions set out in this Agreement. Distributor is not required to purchase any minimum amount or quantity of the Goods.
Terms of the Sale. ( ) 10 Day Account ( ) 30 Days Net From 1st day of Month following purchase. ( ) Other All Delinquent Invoices shall bear interest at the maximum rate allowed by law.
Terms of the Sale. For Mortgage Loan sale transactions hereunder, the ----------------- parties will use sale documents in substantially the form of the Mortgage Loan Purchase and Sale Agreement attached hereto as Exhibit C, or such other form as the parties mutually agree upon.
