AGREEMENT TO BUY AND SELL AND PRICE Clause Samples

AGREEMENT TO BUY AND SELL AND PRICE. 2.1 The Seller agrees to sell with full title guarantee and the Buyer agrees to buy the Sale Share and each right attaching or accruing to the Sale Share on or after the date of this Agreement, free of any option, claim or Encumbrance. 2.2 Subject to clause 2.3 below, as consideration for the Sale Share the Buyer agrees to pay the Seller the sum of (pound)1 (receipt of which is hereby acknowledged) and to procure that at Completion the Company repays (or to repay on behalf of the Company) the (pound)3,251,703 owed by the Company to the Seller pursuant to the loan created under the First Share Sale Agreement, provided that all other indebtedness owed by the Company or the Subsidiary to any Seller's Group Company shall be dealt with in accordance with clause 6. 2.3 The Seller shall reimburse to the Buyer out of the amount paid under clause 2.2 (for itself and acting as trustee for the Company) the amount (if any) by which the Net Asset Value (as determined in accordance with clauses 2.4 and 2.5 below) is below (pound)-3,500,000 (negative three million five hundred thousand) less X (where X is (pound)500,000 less the amount of any Claims (other than Uncapped Claims or a Claim in respect of the indemnity in clause 9.1.1 or the warranty in clause 4.2.10) which have been finally determined against the Seller). For the avoidance of doubt no reimbursement shall be made of the consideration paid until the amount by which the Net Asset Value is below (pound)-3,500,000 (negative three million five hundred thousand) when aggregated with all Claims (other than Uncapped Claims or a Claim in respect of the indemnity in clause 9.1.1) which are finally determined against the Seller exceeds (pound)500,000, in which event a reimbursement shall be made only in respect of the excess over (pound)500,000. 2.4 For the purposes of this clause 2, "Net Asset Value" shall mean the amount paid up or credited as paid up on the issued share capital of the Subsidiary plus the reserves of the Subsidiary plus the retained earnings of the Subsidiary (or less the amount standing to the debit of the profit and loss account of the Subsidiary) less any amount included in the above which is attributable to minority interests, goodwill assets and/or other intangible assets in each case as at the date of Completion and as finally determined in accordance with clause 2.5.