Payment for the Assets. (a) The purchase price for the Assets shall be $1,885,000. The Company will pay the Seller the following for these assets:
Payment for the Assets. Some members of the public have asserted that the City may not convey the ski area improvements that constitute real property, such as the buildings and lifts, without receiving cash and/or property of equal value in return. The only statutes that have been identified by persons taking that position are found in ORS 271.300 to 271.340. Those statutes provide that, if the City Council determines that the real property is not needed for public use or if the public interest may be furthered, the City “may sell, exchange, convey or lease” some or all of the property. ORS 271.310(1). In the same subsection, it is provided that the consideration for a transfer or lease “may be” cash or real property, or both, but it does not expressly require consideration for the transfer. There are two instances in ORS 271.300 to 271.340 where a public body is required to receive equivalent value in return for property, but both of those instances involve the exchange of real property for other real property. ORS 271.310(3) and ORS 271.340. Thus, there is no provision in ORS 271.300 to 271.340 requiring the City to obtain equal value in return for a conveyance of the property. The fact that the statute permits the City either to “sell” or to “exchange” or to “convey” the property (if doing so may further the public interest) also indicates that the City may transfer the property without receiving cash or property in return. 0000 XX XXXXX XXXXXX, 00xx XXXXX XXXXXXXX, XX 00000-1116 PH 000.000.0000 F 000.000.0000 000 XXXX 00XX XXXXXX, XXXXX 000 EUGENE, OR 97401-3273 PO BOX 11620 EUGENE, OR 97440-3820 PH 541.485.0220 F 000.000.0000 000 XXXX XXXXXX XX, XXXXX 000 SALEM, OR 97301-3614 PH 000.000.0000 F 503.371.5336 Legal issues raised in August 14, 2011, public testimony AUGUST 22, 2011
Payment for the Assets. The Company will issue to the Seller 15,000 restricted shares of common stock of the Company (the "Shares") in consideration for the transfer of the Assets by the Seller to the Company on the terms and subject to the conditions of this Agreement. The Seller acknowledges the Shares will be restricted securities under the United States Securities Act of 1933 (the "1933 Act"), will be issued pursuant to an exemption from the registration requirements of the 1933 Act pursuant to Section 4(2) of the 1933 Act and will be endorsed with the following legend: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT"), AND HAVE BEEN OFFERED AND SOLD ONLY TO ACCREDITED INVESTORS IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE ACT. SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED UNLESS THEY ARE REGISTERED UNDER THE APPLICABLE PROVISIONS OF THE ACT OR ARE EXEMPT FROM SUCH REGISTRATION." The Seller represents to the Company that the Seller is acquiring the Shares for investment purposes and not with a view to resale or distribution.
Payment for the Assets. On the terms and subject to the conditions of this Agreement and in consideration for the transfer of the Assets, Buyer has paid the Sale Price to Seller by wire transfer in immediately available funds to the account or accounts designated by Seller in the Exercise Notice.
Payment for the Assets. The consideration for the Acquired Assets and each other right acquired by the Buyer pursuant to this Agreement and the other Transaction Documents (the "Purchase Price") will be: (a) Ten Million Five Hundred Thousand Dollars ($10,500,000.00) minus the sum of (i) $352,334 and (ii) simple interest thereon calculated at a rate of 10% per annum based on the number of days elapsed starting on April 1, 2006 and ending on the Closing Date, which amount shall be paid by the Buyer to Lee H. Edelstein in satisfaction of the Shareholder's liability to hxx xx xxx xxxx xmount (the sum of such numbers, the "Closing Payment Amount"); plus or minus the Purchase Price Adjustment; and (b) the assumption of the Assumed Liabilities. At the Closing, the Purchase Price, prior to adjustment on account of the Purchase Price Adjustment, shall be delivered as follows: (i) the Buyer shall pay to the Company an amount equal to the Closing Payment Amount minus Seven Hundred and Fifty Thousand Dollars ($750,000) by wire transfer; (ii) Seven Hundred and Fifty Thousand Dollars ($750,000) shall be retained by the Buyer (the "Balance Sheet Holdback Amount") and distributed in accordance with Section 2.5; and (iii) the balance of the Purchase Price by the execution and delivery of the Conveyance Documents. The Purchase Price Adjustment shall be paid in accordance with Sections 2.3, 2.4 and 2.5. The Purchase Price shall be allocated, apportioned and adjusted among the Acquired Assets in the manner specified in IRS Form 8594 attached as Schedule 2.2 and the parties agree to abide by such allocations for all tax reporting purposes.
Payment for the Assets. 4 2.1 Delivery of the Purchase Consideration...........................4
Payment for the Assets. (a) The purchase price for the Assets shall be $845,000.
Payment for the Assets. On the terms and subject to the conditions of this Agreement and in consideration for the transfer of the Assets, Buyer has paid the Sale Price to Seller and/or its designee by wire transfer in immediately available funds in accordance with the instructions set forth on Schedule 2 hereto.
Payment for the Assets. The Company will pay to the Seller a purchase price of $25,000 US (the "Purchase Price") in consideration for the transfer of the Assets and the Business by the Seller to the Company, subject to the terms and conditions of this Agreement.
Payment for the Assets. The Company will pay to the Seller a purchase price of $15,000 US (the "Purchase Price") in consideration for the transfer of the Assets and the Business by the Seller to the Company, subject to the terms and conditions of this Agreement.
