Payment for the Assets. (a) The purchase price for the Assets shall be $415,000. The Company will pay the Seller the following for these assets:
(b) Cash at final Closing: $240,000.
(c) A promissory note ("Note") attached as Exhibit B, at 8 % interest, for $175,000. due in two payments. Principal will be due quarterly with the first payment due March 31, 2000. Principal will be paid in full by July 31, 2001. Seller shall have the option, with 30 days notice prior to a principal payment to convert the Note principal into common stock of ATOW at a conversion price of $2.00/share.
(d) The Purchase Price shall be allocated among the Assets by SELLER and ATOW in accordance with attached Exhibit A. SELLER and ATOW agree that they will report the sale of the Assets for income tax purposes in accordance with the allocations set forth in Exhibit A.
(e) Any sales tax, use tax, excise tax, transfer tax, recording fee or other tax or fee imposed upon the transfer of the Assets from SELLER to ATOW SUB shall be paid by ATOW SUB.
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. 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 Legal issues raised in August 14, 2011, public testimony AUGUST 22, 2011
Payment for the Assets. The Purchasers agree to purchase the assets of Seller listed in Exhibit A, subject to the terms and conditions of this Agreement for $975,000.00 The Purchasers will pay the Seller the following for these assets:
(a) Cash at final Closing, on or before July 30, 1999: $825,000.00
(b) ATOW shall also transfer to Seller Common Stock having a total value of $150,000.00. The number of shares to be issued shall be determined by applying a 30% discount to the average closing price for the five trading days prior to Closing and the five trading days subsequent to Closing. The shares issued to the Seller will be restricted as to their sale pursuant to Rule 144. Necessary documentation to effectuate such issuance shall be forwarded by ATOW to its transfer agent within ten (10) days after closing.
(c) The Purchase Price shall be allocated among the Assets by Seller and ATOW in accordance with attached Exhibit A. Seller and ATOW agree that they will report the sale of the Assets for income tax purposes in accordance with the allocations set forth above and there shall be an allocation of the purchase price in accordance with generally accepted accounting principles (GAAP).
(d) Any sales tax, use tax, excise tax, transfer tax, recording fee or other tax or fee imposed upon the transfer of the Assets from Seller to ATOW SUB shall be paid by ATOW SUB.
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 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 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 $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.
Payment for the Assets. 4 2.1 Delivery of the Purchase Consideration...........................4
Payment for the Assets. Subject to Section 3, the Company will issue to Databoat 3,000,000 common shares in the capital of the Company (each a "Company Share") in consideration for the transfer of the Assets by Databoat to the Company. Databoat and the Company agree that the Company Shares will be issued at a deemed price based on $0.01 US per share based on the best estimate of the fair market value of the Assets and the Business. Databoat and the Company agree that the consideration will be allocated between the Assets based on the best estimate of the fair market value of the Assets as of the date of this Agreement, as determined in good faith by the accountants for Databoat. Databoat acknowledges and agrees that the Company Shares are being issued pursuant to available exemptions from the prospectus and registration requirements of each of the Securities Act (British Columbia) and the United States Securities Act of 1933. Databoat agrees to abide by all applicable resale restrictions and hold periods imposed by such statutes. All shares certificates representing the Company Shares will be endorsed with the following legend pursuant to the United States Securities Act of 1933 and the British Columbia Securities Act: THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT"), AND ARE BEING 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 SECURITIES REPRESENTED BY THIS SHARE CERTIFICATE ARE SUBJECT TO A HOLD PERIOD AND MAY NOT BE TRADED IN BRITISH COLUMBIA UNTIL THE EXPIRY OF THE HOLD PERIOD EXCEPT AS PERMITTED BY THE SECURITIES ACT BRITISH COLUMBIA) AND THE REGULATIONS MADE UNDER THE ACT.
