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:
PURCHASE CONSIDERATION AND PAYMENT. The purchase considerations (collectively “the Purchase Consideration”) for the Subject Shares 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 Shares, in the amount of R__________ (______ Rand) shall be paid by the Purchaser to the Company, which shall pay the STT to the South African Revenue Services. The Company 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 Shares and Claims shall pass to the Purchaser once all payments have been made.
PURCHASE CONSIDERATION AND PAYMENT. At the Effective Time (as hereinafter defined) and subject to the terms and conditions hereinafter set forth, the PC agrees to sell, transfer, convey, assign and deliver to OMEGA, and OMEGA agrees to purchase and acquire from the PC and take delivery of, for the consideration hereinafter provided, all of the PC's 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 the PC are collectively referred to as the "Assets"), excepting therefrom the assets listed on Schedule I to the Bill of Sale and Assignment (the "Bill of Sale") xttached hereto as Exhibit D (the "Xxxluded Assets"), and including without limitation the following Assets:
PURCHASE CONSIDERATION AND PAYMENT. 20.1 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. (a) 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. If Party A chooses to exercise the above Equity Purchase Option, the Parties agree that the Parties concerned will then sign an equity transfer agreement (“Purchase Agreement”) on the matters relating to the exercise of the Equity Purchase Option by Party A, which will stipulate the conditions precedent identical to Article 3 of this Agreement in substance, and in which Party C and Yitian Xindong shall provide the representations and warranties in substance the same as Article 6 of this Agreement. Subject to the satisfaction of the agreed conditions precedent to be agreed upon in the Purchase Agreement (including, but not limited to, the conditions set out in subparagraph (a) below of this paragraph), within two (2) working days after the satisfaction of the conditions precedent agreed upon in the Purchase Agreement, Party A shall remit RMB 144.1 million or the Purchase Consideration adjusted in accordance with Agreement of Performance Commitment and Profit Compensation of the Management of the Company to the bank account designated by Party C in writing in advance.
PURCHASE CONSIDERATION AND PAYMENT. 9.1. The Purchase Consideration shall be payable on the Closing Date by the Community Trust to Harmony.
PURCHASE CONSIDERATION AND PAYMENT. In consideration for the Membership Interests, Purchaser shall, subject to Section 5.3 below, pay to each Seller a cash amount equal to Four Million Six Hundred Thousand Four Hundred Ninety Five and 39/100 Dollars ($4,600,495.39) (the “Purchase Consideration”). The Parties acknowledge and agree that the Property is subject to that certain Note Secured by Deed of Trust, dated as of May 1, 2019, in favor of Fidelity Mortgage Lenders, Inc. (the “Mortgage”) and that the Mortgage will remain outstanding following the Closing (as defined below).
PURCHASE CONSIDERATION AND PAYMENT. At the Effective Time (as hereinafter defined) and subject to the terms and conditions hereinafter set forth, the PC agrees to sell, transfer, convey, assign and deliver to OMEGA, and OMEGA agrees to purchase and acquire from the PC and take delivery of, for the consideration hereinafter provided, all of the PC's 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, including the assets listed on Schedule II to the Bill of Sale and Assignment (the "Bill of Sale") xttached hereto as Exhibit D (xxxh assets and rights of the PC are collectively referred to as the "Assets"), excepting therefrom the assets listed on Schedule I to the Bill of Sale (the "Excluded Assets"), and xxxxuding without limitation the following Assets:
PURCHASE CONSIDERATION AND PAYMENT. 5.1 The Purchaser shall pay the Purchase Consideration to the Seller on the Closing Date in cash.
