Purchase Price and Payment Terms The Customer shall pay to Elevator Contractor for the Work specified in paragraph one of this contract the sum of Twenty-Nine Thousand Nine Hundred Dollars ($29,900.00 ), plus the cost of any Customer Selected Options, the “Purchase Price”, in accordance with the following schedule: • $17,900.00, Plus the cost of any Customer Selected Options, (“First Payment”) shall be due upon contract signing. The first payment shall be considered a non-refundable deposit which shall become the property of Elevator Contractor should this contract be cancelled by the Customer at any time or should the Customer be in default of this Contract, and, if the Elevator Contractor’s reasonable and fully documented costs and expenses incurred in connection with this Contract exceed the non-refundable deposit amount, the Customer agrees to reimburse the Elevator Contractor for the excess. • $9,000.00, payment (“Second Payment”) of the Purchase Price shall be due upon delivery of the Goods to the Customer’s job location and prior to the commencement of installation. • $3,000.00, payment (“Third Payment”) of the Purchase Price shall be paid to Elevator Contractor when the installations of the Goods are substantially complete and prior to turnover to customer. Customer agrees to permit Elevator Contractor to commence installation within one week of Elevator Contractor’s receipt of equipment from the factory. If the installation is delayed, halted or interrupted for any other reason beyond the control of Elevator Contractor, (including but not limited to Customer not having permanent power at the installation site) the balance due, less the sum of one thousand dollars, is to be paid to Elevator Contractor at that time. The balance of one thousand dollars shall be paid by Customer to Elevator Contractor within 10 days of completion of installation. In the event the Customer fails to; (a) submit approved drawings for production of the Equipment (b) permit the Elevator Contractor to commence installation following receipt of equipment, (c) fails to or ensure work by others is completed in a timely manner to enable the Elevator Contractor to complete its work, (d) fails to make any payment when due, the Elevator Contractor shall be permitted to cease work and cancel the contract without further obligation or penalty. 8/25/2020 Page 1 of 6 Elevator Contractor Initial Customer Initial and sent to:
Purchase Price Allocation (a) As soon as practicable after the date of this Agreement, Seller shall prepare and deliver to Purchaser: (i) a proposed allocation of the Assumed Liabilities by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Assumed Liabilities”) and (ii) a proposed allocation of the Initial Payment by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Initial Payment”, and together with the “Estimated Allocation of the Assumed Liabilities”, the “Estimated Allocation of the Initial Purchase Price”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation of the Initial Purchase Price, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation of the Initial Purchase Price. The Estimated Allocation of the Initial Purchase Price shall be prepared in accordance with the principles of Section 1060 of the Code and the Treasury Regulations promulgated thereunder. If Purchaser does not deliver written notice of any dispute (an “Allocation Dispute Notice”) within fifteen (15) days after receipt of the Estimated Allocation of the Initial Purchase Price, the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation of the Initial Purchase Price for all purposes hereunder. Prior to the end of such fifteen (15) day period, Purchaser may accept the Estimated Allocation of the Initial Purchase Price by delivering written notice to that effect to Seller and Xxxxxx, in which case the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during the thirty (30) day period following Seller’s receipt of the Allocation Dispute Notice from Purchaser. If the Parties and Xxxxxx do not agree upon a final resolution with respect to the Estimated Allocation of the Initial Purchase Price within such fifteen (15) day period, then the Estimated Allocation of the Initial Purchase Price shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx (the “Allocation Firm”). The Allocation Firm shall be requested to render a determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm shall be final and binding, absent manifest error. Any fees payable to the Allocation Firm shall be borne equally by Seller and Purchaser. The Estimated Allocation of the Initial Purchase Price accepted by the Parties and Xxxxxx or determined by the Allocation Firm, as the case may be, shall be the “Final Allocation of the Initial Purchase Price”. The Final Allocation of the Initial Purchase Price shall be done at arm’s length based upon a good faith determination of fair market value.
