PURCHASE PRICE & TERMS The Buyer agrees to purchase the Property by payment of US Dollars ($ ) as follows: (check one) ☐ - All Cash Offer. No loan or financing of any kind is required in order to purchase the Property. Buyer shall provide Seller written third (3rd) party documentation verifying sufficient funds to close no later than , 20 , at : ☐ AM ☐ PM. Seller shall have three (3) business days after the receipt of such documentation to notify Buyer, in writing, if the verification of funds is not acceptable. If Buyer fails to provide such documentation, or if Seller finds such verification of funds is not acceptable, Seller may terminate this Agreement. Failure of Seller to provide Buyer written notice of objection to such verification shall be considered acceptance of verification of funds.
Price; Payment Terms Prices for the Goods and/or Services will be set out in the applicable Order. Price increases or charges not expressly set out in the Purchase Order shall not be effective unless agreed to in advance in writing by Xxxxx. Supplier will issue all invoices on a timely basis. All invoices delivered by Supplier must meet Buyer’s requirements, and at a minimum shall reference the applicable Purchase Order. Buyer will pay the undisputed portion of properly rendered invoices thirty-five (35) days from the invoice date. Buyer shall have the right to withhold payment of any invoiced amounts that are disputed in good faith until the parties reach an agreement with respect to such disputed amounts and such withholding of disputed amounts shall not be deemed a breach of this Agreement nor shall any interest be charged on such amounts. Notwithstanding the foregoing, Xxxxx agrees to pay the balance of the undisputed amounts on any invoice that is the subject of any dispute within the time periods specified herein.
Price Adjustment Civil works contracts of long duration (more than 18 months) shall contain an appropriate price adjustment clause.
Quantity Discounts Contractor may offer additional discounts for one-time delivery of large single orders;
Allocation of Purchase Price With respect to the acquisition of the Purchased Assets, as soon as practicable after the Closing, Seller shall deliver to Buyer an allocation of the Purchase Price (plus Assumed Liabilities to the extent properly taken into account under the Code and the Treasury Regulations) among the Purchased Assets in accordance with Section 1060 of the Code and the Treasury Regulations thereunder (and any similar provision of state, local or foreign law, as appropriate) (the “Allocation”) for Buyer’s approval, which approval shall not be unreasonably withheld. Seller and Buyer shall work in good faith to resolve any disputes relating to the Allocation. In the event that the Parties cannot agree on a mutually satisfactory Allocation within thirty (30) calendar days after Seller’s delivery of the Allocation to Buyer, Deloitte & Touche LLP shall, at the joint expense of Buyer and Seller, determine the appropriate Allocation, which determination shall be binding on the Parties. Once Buyer and Seller are in agreement on the Allocation, Buyer and Seller shall (i) act in accordance with the Allocation in the preparation of all financial statements and the filing of all Tax Returns (including, without limitation, in the filing of Form 8594 with their United States federal income Tax Return for the taxable year that includes the Closing Date) and in the course of any Tax audit, Tax review or Tax litigation relating thereto and (ii) take no position and cause their Affiliates to take no position inconsistent with the Allocation for all Tax purposes, unless otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code (or any similar provision of any local, state or foreign Tax law). Not later than thirty calendar days prior to the filing of their respective Forms 8594 relating to this transaction, each Party shall deliver to the other Party a copy of its Form 8594. To the extent required by Applicable Law, the Allocation shall be revised to reflect any adjustment of the Purchase Price pursuant to this Agreement.
Core Values Achieving the goals, directions and strategies for NSW Health requires clear and co-ordinated prioritisation of work programs, and supportive leadership that exemplifies the CORE Values of NSW Health: Collaboration – we are committed to working collaboratively with each other to achieve the best possible outcomes for our patients who are at the centre of everything we do. In working collaboratively we acknowledge that every person working in the health system plays a valuable role that contributes to achieving the best possible outcomes. Openness – a commitment to openness in our communications builds confidence and greater cooperation. We are committed to encouraging our patients, and all people who work in the health system, to provide feedback that will help us provide better services. Respect – we have respect for the abilities, knowledge, skills and achievements of all people who work in the health system. We are also committed to providing health services that acknowledge and respect the feelings, wishes and rights of our patients and their carers. Empowerment – in providing quality health care services we aim to ensure our patients are able to make well informed and confident decisions about their care and treatment. We further aim to create a sense of empowerment in the workplace for people to use their knowledge, skills and experience to provide the best possible care to patients, their families and carers.
Contract Price Adjustment The basis upon which the Contract Price shall be adjusted is as set out in paragraph 9.2 of Schedule IVB.
Payment of Purchase Price The Purchase Price shall be paid as follows:
