Purchase; Consideration and Payment. (a) At the Effective Time (as hereinafter defined) and subject to the terms and conditions hereinafter set forth, Xx. Xxxxx agrees to sell, transfer, convey, assign and deliver to OMEGA, and OMEGA agrees to purchase and acquire from Xx. Xxxxx and take delivery of, for the consideration hereinafter provided, all of Xx. Xxxxx'x right, title and interest in and to all of the assets of the Orthodontic Practice, wheresoever situated and whether or not specifically referred to herein or in any instrument of conveyance delivered pursuant hereto (such assets and rights of Xx. Xxxxx are collectively referred to as the "Assets"), excepting therefrom the assets listed on Schedule I to the Xxxx of Sale and Assignment (the "Xxxx of Sale") attached hereto as Exhibit D (the "Excluded Assets"), and including without limitation the following Assets:
(1) a lease of the Orthodontic Offices, including all rights and remedies (the "Lease");
(2) all books, records, machinery and equipment used or owned by the Orthodontic Practice and all other tangible and intangible personal property at or related to the Orthodontic Office, whether or not located at the Orthodontic Office, or to the Orthodontic Practice conducted therein, whether or not located at the Orthodontic Office;
(3) all Contracts (as defined below in Section 2.1);
(4) all prepaid claims, prepaid taxes and other prepaid expense items and deferred charges, credits, advance payments, security and other deposits made by Xx. Xxxxx to any other person relating to Orthodontic Practice; or.
(5) Any rights of Xx. Xxxxx pertaining to any counterclaims, set-offs or defenses he may have with respect to any of the liabilities assumed by OMEGA; and
(6) any other rights related in any way whatsoever to the Orthodontic Practice or the Orthodontic Office. free and clear of any liens, encumbrances, restrictions or claims of any kind (other than those liens, encumbrances, restrictions and claims expressly disclosed to OMEGA and affirmatively accepted by OMEGA prior to the Effective Time), without any further action on the part of any holder thereof, for an aggregate consideration (the "Consideration") of:
(i) Three Hundred Thirty Three Thousand, Five Hundred Sixty Seven Dollars ($333,567) in cash (the "Cash Component");
(ii) Three Hundred Thirty Three Thousand, Five Hundred Sixty Seven Dollars ($333,567) to be represented by a promissory note (the "Purchase Note") payable to Xx. Xxxxx (the "Note Component") in the form attached hereto a...
Purchase; Consideration and Payment. The purchase considerations (collectively “the Purchase Consideration”) for the Subject Merx and the Claims will be paid on or before the transfer date into the bank account of the Seller which is shown below. Name of Financial Institution: ____________________________ Account Holder: ____________________________ Branch Name: ____________________________ Branch code: ____________________________ Acc No: ____________________________ Securities transfer tax (“STT”), on the purchase consideration for the Subject Merx, in the amount of R__________ (______ Rand) shall be paid by the Purchaser to the Corporation, which shall pay the STT to the South African Revenue Services. The Corporation shall provide proof to the reasonable satisfaction of the Purchaser that the STT has been paid by SARS and hereby indemnifies the Purchaser against any claims that may be made against the Purchaser for failure to pay such STT. Ownership of and risk in and benefits attaching to the Subject Merx and Claims shall pass to the Purchaser once all payments have been made.
Purchase; Consideration and Payment. 9.1. The Purchase Consideration shall be payable on the Closing Date by the Community Trust to Harmony.
9.2. The payment of the Purchase Consideration by the Community Trust to Harmony on the Closing Date shall be in full discharge of the Community Trust’s obligations to pay the Purchase Consideration.
Purchase; Consideration and Payment. 6.1 The Purchase Consideration is R ( ) which constitutes shares.
6.2 The Purchase Consideration will be paid by the Purchaser, to the escrow agent in terms of the escrow agreement annexed hereto as Schedule 1, on the Closing Date, against compliance by the Seller with the provisions of clause 8.1.
6.3 All payments to be made under or arising from this Agreement will be made by electronic transfer of immediately available and freely transferable funds, free of any deductions or set-off whatsoever, in the currency of the Republic of South Africa and, in the case of payments made by the Purchaser, to the Parties’ Designated Account.
Purchase; Consideration and Payment. 7.1 The consideration payable by the Transferor to the Transferee for the assumption by the Transferee of the Sale Liabilities shall be an amount equal to the face value of the Sale Liabilities as reflected in the Closing Date Accounts ("Sale Liabilities Consideration"), which amount shall be payable on the Closing Date (or as soon as the Closing Date Accounts have been finalised).
7.2 The purchase price payable by the Transferee to the Transferor for the Sale Assets shall be an amount equal to the Sale Liabilities Consideration ("Sale Assets Consideration"), which amount shall be payable on the Closing Date (or as soon as the Closing Date Accounts have been finalised).
7.3 The obligation of the Transferee to pay the Sale Assets Consideration shall be discharged on the Closing Date (or as soon as the Closing Date Accounts have been finalised) by setting such obligation off (in the books of account of the Transferor and the Transferee) against the Transferor's obligation to pay the Sale Liabilities Consideration.
Purchase; Consideration and Payment. The consideration payable for the Sale Asset is an amount of R250 000 000,00 (Two hundred and fifty million rands) plus value- added tax thereon, which amount will be paid as follows
Purchase; Consideration and Payment. At the Closing (as hereinafter defined) and subject to the terms and conditions hereinafter set forth, Dr. Leonard agrees to sell, transfer, convey, assixx xxx xxxxver to OMEGA, and OMEGA agrees to purchase and acquire from Dr. Leonard and take delivery of, for the considerxxxxx xxxxxnafter provided, all of Dr. Leonard's right, title and interest in and to xxx xx xxx xssets of the Orthodontic Practice, wheresoever situated and whether or not specifically referred to herein or in any instrument of conveyance delivered pursuant hereto (such assets and rights of Dr. Leonard are collectively referred to as the "Axxxxx"), xxcepting therefrom the assets listed on Schedule I to the Bill of Sale and Assignment (the "Bill of Sale") axxxxhed hereto as Exhibit D (the "Xxxxuded Assets"), and including without limitation the following Assets:
Purchase; Consideration and Payment. 6.1 The purchase consideration payable by the customer to BHBW for the equipment referred to in the Proposal shall be price of the equipment less the price of any trade in equipment (if any).
6.2 The customer shall make all payments in terms of this Agreement by electronic funds transfer to such bank account nominated by BHBW to the customer in writing from time to time.
6.3 In the event of the customer failing to comply with the provisions of this clause 6 in any manner whatsoever and/or failing to effect payment of the purchase consideration within any agreed time period, same shall constitute a material breach entitling BHBW to terminate this Agreement on written notice to the customer (notwithstanding the provisions of clause 13 below).
6.4 In all cases where the customer uses a postal, banking, electronic or similar method or service to make payment, the supplier of such method or service shall be deemed to be the agent of the customer.
6.5 The customer shall not be entitled to claim set off or deduction in respect of any payment due by the customer to BHBW arising in terms of this Agreement or otherwise.
Purchase; Consideration and Payment. The Purchase Price of the Property is R ………………………………………… (………………………………………………………………………………………………) payable as follows: 5.1.1 a deposit of R ....................................................................(..... ......................................................................................................................................... ........) shall be paid within 14 days from signature of this offer to purchase by the last party signing, to the Transferring Attorney, to be held in its interest bearing Trust account for the benefit of the Purchaser until registration of transfer;
Purchase; Consideration and Payment. 5.1 The Purchaser shall pay the Purchase Consideration to the Seller on the Closing Date in cash.
5.2 The payment of the Purchase Consideration in terms of clause 5.1 by the Purchaser shall constitute a valid and proper discharge by the Purchaser of its obligations to the Seller to pay the Purchase Consideration in terms of clause 5.1.
