PRICE AND CONSIDERATION. Section 1. MCWD shall pay for the water delivered by BWS according to the Bid Price as indicated in the Schedule of Prices. The ABC includes price changes not limited to wage increases, power cost, fuel cost, price increases of materials and supplies and other production and maintenance costs, inflation, currency fluctuation and foreign currency devaluation. Hence, the contract price is not subject to price adjustment and escalation during contract implementation considering that the exemption provided in Section 61, Rule XIX – Contract Prices and Warranties of the 2016 IRR of RA 9184 is already incorporated herein. All prices are inclusive of all applicable taxes and net of penalties.
PRICE AND CONSIDERATION. The contract price is inclusive of all applicable taxes. Potable Water - refers to the delivered treated water with quality within the standards limits set in the latest Philippine National Standards for Drinking Water and MCWD Drinking Water Quality Standards both for acceptability and health aspects.
PRICE AND CONSIDERATION. In full consideration for the purchase by Premier of the Purchased Stock, Premier shall cancel that amount of the Debt Owed then held by Premier in the amount of twenty-five dollars ($25.00) per share of Series B Preferred Stock purchased by Premier as Purchased Stock (the "Purchase Price"). Premier shall deliver to OIS written evidence, in a form acceptable to OIS, showing the cancellation of the aforementioned indebtedness under the terms of this Agreement.
PRICE AND CONSIDERATION. Purchaser shall pay to Seller the sum of $*Amount*, which sum shall constitute the entire amount of compensation due Seller for: (a) the real property to be conveyed, including all fixtures; (b) any and all damages to any residual lands of Seller; (c) Seller’s covenants set forth herein; (d) any and all supplemental instruments reasonably necessary to transfer the title of the subject property; 1and (e) *other items*. Seller shall be exclusively responsible for all delinquent taxes and assessments, including penalties and interest, and for all other real estate taxes and assessments that are a lien as of the date on which this Agreement closes. The taxes and assessments for the current calendar year shall be prorated on an estimated basis to the date of acquisition of title or date of possession, whichever is earlier in time. Seller shall be responsible for any and all future installments of any special assessments levied and assessed against the real property, whether or not any such special assessment has been certified to the county auditor for collection, provided that such installments of special assessments shall be a lien on the subject real property as of the date of transfer of title. Purchaser may withhold in escrow a sufficient amount of the purchase money to satisfy the foregoing items to be paid by Seller; any balance remaining after such taxes, assessments, etc., are discharged shall be paid to Seller and any deficiency shall be the responsibility of Seller.
PRICE AND CONSIDERATION. Purchaser shall pay to Seller the sum of $*Amount*, the entire amount of compensation due Seller for: (a) the real property to be conveyed, including all fixtures; (b) all damages to any residual lands of Seller; (c) Seller’s covenants set forth herein; (d) all supplemental instruments reasonably necessary to transfer the title of the property; 1and (e) *other items*. Seller shall be exclusively responsible for all delinquent taxes and assessments, including penalties and interest, and for all other real estate taxes and assessments that are a lien when this Agreement closes. The taxes and assessments for the current calendar year shall be prorated on an estimated basis to the date of acquisition of title or date of possession, whichever is earlier. Seller shall be responsible for all future installments of special assessments levied and assessed against the real property, whether or not the assessment has been certified to the county auditor for collection, provided that such installments of special assessments shall be a lien on the property as of the transfer of title. Purchaser may withhold in escrow a sufficient amount of the purchase money to satisfy the foregoing items to be paid by Seller; any balance remaining after such taxes and assessments are discharged and shall be paid to Seller. Any deficiency shall be the responsibility of Seller.
PRICE AND CONSIDERATION. 4.1 The Purchase Price to be paid by Purchaser for the Sale Shares is:
4.1.1 GBP1,875,000 to be satisfied by the issue and delivery by the Purchaser on Completion to the Sellers of such number of Consideration Shares credited as fully paid, as shall have an aggregate value determined in accordance with clause 4.4 of GBP1,875,000 apportioned between the Sellers in the proportions set out opposite their respective names in Schedule 3.1 (“Completion Payment”); and
4.1.2 Further payments in Consideration Shares credited as fully paid as shall be calculated, determined, protected and paid in accordance with schedule 4.2. (each a “Deferred Payment” and together “Deferred Payments”). The sum of the Deferred Payments shall never exceed such number of Consideration Shares as shall have an aggregate value determined in accordance with clause 4.4 of GBP1,875,000 (the “Deferred Payment Maximum”).
4.2 The Completion Payment and Deferred Payments shall be paid to the Sellers in the proportions set out opposite the Seller’s names in Schedule 4.2
4.3 The procedure and other terms for making the Deferred Payments are set out in Schedule 4.2
4.4 For the purposes of clause 4.1:
4.4.1 the Consideration Shares shall rank pari passu with the existing unregistered common stock of £0.01 each in the capital of the Purchaser, including the right to receive all dividends declared made or paid after Completion (save that they shall not rank for any dividend or other distribution of the Purchaser declared made or paid by reference to a record date before Completion); and
4.4.2 the value of each Consideration Share shall be a sum equal to the average of the middle market quotations for an unregistered ordinary share of the Purchaser as shown on the American Stock Exchange for each of the last twenty Business Days preceding Completion.
4.5 The Purchase Price shall be deemed to be reduced by the amount of any payment made to the Purchaser for a breach of the Warranties or any one of them.
4.6 The Sellers undertake that they shall not, during a period of 12 months after issue of the Consideration Shares representing the Completion Payment and six months after delivery to them of the Consideration Shares representing the Deferred Payments, without the prior written consent of the Purchaser, dispose of or create any Encumbrance over the relevant Consideration Shares (or agree to do so).
4.7 Clause 4.6 does not prevent a Seller from disposing of any Consideration Shares in the following circ...
PRICE AND CONSIDERATION. Effective as of the Closing, the Recipient Parties shall, in exchange for the Property, cause consideration with a value equal to US$197,000,000 (the “Consideration to Contributor”) to be paid to the Contributor. The Consideration to Contributor shall consist of the following:
(a) US$50,000,000 payable in cash at Closing by wire transfer to accounts designated by the Contributor at least two (2) business days prior to the Closing;
(b) An aggregate of 2,608,695 Class A common units of limited partnership interest in the Operating Partnership (“OP Units”) and shares (as adjusted in accordance with this Section 2(b), the “Shares”) of common stock, par value $0.01 per share, of the REIT (“Common Stock”), which OP Units and Shares have a value of US$11.50 per OP Unit or Share, to be issued to the Contributor at Closing; provided that (i) subject to compliance with the requirements in clauses (ii), (iii) and (iv) of this Section 2(b) and Section 17 hereof, the Contributor shall be entitled to elect (by notice to the Recipient at least five business days prior to Closing) the actual number of Shares and actual number of OP Units to be issued to the Contributor at Closing (which number of Shares and number of OP Units shall collectively aggregate to 2,608,695), (ii) any Shares to be issued to the Contributor will be subject to the terms, conditions and restrictions set forth in this Agreement and in the Articles of Amendment and Restatement of the REIT (as amended from time to time, the “REIT Charter”), (iii) in no event shall the Shares of Common Stock to be issued to the Contributor at Closing (x) result in the Contributor, the direct or indirect owners of the Contributor or any other person owning (actually or constructively) more than 9.8% of the Common Stock (by value or number of shares) after giving effect to the issuance of the Shares hereunder, as determined in accordance with the REIT Charter, or (y) otherwise result in a violation of the provisions of the REIT Charter, and (iv) any OP Units to be issued to the Contributor will be subject to the terms, conditions and restrictions set forth in the Second Amended and Restated Agreement of Limited Partnership of the Operating Partnership, dated as of April 16, 2014 (as amended from time to time, including pursuant to the OP Agreement Amendment, the “Partnership Agreement”); and
(c) 117,000 Series A Preferred Partnership Units in the Operating Partnership (“Preferred Units”), which Preferred Units have a Liq...
PRICE AND CONSIDERATION. The Purchase Price to be paid by Purchaser for the Shares hereof is $67,000.00 (sixty seven thousand dollars) and the cancellation of a promissory note evidencing a loan from Purchaser to Seller dated October 31, 2004 with a current balance of $146,205.76 (one hundred forty six thousand, two hundred five and 76/100 dollars) (the “Note”). The Purchaser Price shall be payable at the time and in the manner set forth below:
PRICE AND CONSIDERATION. The purchase price to be paid by Purchaser for the Shares hereof is $300,000 to be paid by the issuance of a promissory note in form attached hereto as Exhibit A (the “Note”), together with the assumption of debt in the aggregate amount of $1,800,000, including assumption of certain litigation matters (the “Purchase Price”). The Purchaser shall assume $875,000 of debt from Seller pursuant to agreements and instruments agreed to by and among Seller, Purchaser and Patriot Bank.
