Common use of Purchase Consideration Clause in Contracts

Purchase Consideration. 4.1 In consideration for the Transferred Assets and Transferred Liabilities, the Purchaser shall, (re)pay all outstanding amounts under the loans and debts as set forth in Schedule 6, the aggregate value of which as at October 4, 2013 amounts to EUR 881.056 (the "Seller's Debts") directly to the relevant creditors of such Seller's Debts, on behalf of the Seller and in accordance with the provisions of Clause 4.2 en 4.3. 4.2 Subject to Clause 4.3, the (re)payment of the Seller's Debts by the Purchaser shall be made as follows: 4.2.1 As of the Closing Date and until the third anniversary of such Closing Date, the repayment of the Seller's Debts by the Purchaser shall be made in accordance with the terms of such Seller's Debts and/or the repayment schemes agreed upon between the Seller and the respective creditors of the Seller's Debts. 4.2.2 On the third anniversary of the Closing Date, the aggregate outstanding amount under the Seller's Debts at that point in time, shall be (re)paid in whole by the Purchaser to the respective creditors of the Seller's Debts. 4.3 Notwithstanding Clause 4.2.1, the Purchaser shall be entitled to repay all or part of the outstanding amounts under the Seller's Debts at any time on or after the Closing Date. 4.4 In case the (early) repayment of any of the Seller's Debts pursuant to Clause 4.2 or 4.3 would result in any penalty or reinvestment compensation being due to the relevant creditor, such penalty or reinvestment compensation shall be borne by the Seller. 4.5 The sale and transfer of the Assets contemplated by the Agreement is a sale of an undertaking ("bedrijfstak" / "branche d'activités") and is therefore exempt from Belgian Value added Tax ("BTW" / "TVA") in accordance with Article 11 of the Belgian VAT Code. The Parties shall comply with all regulations and procedures required to ensure application of Article 11 of the Belgian VAT Code to the sale of the Assets. Should the tax exempt status in accordance with Article 11 of the Belgian VAT Code be refused by the tax authorities and should VAT be due on the transfer as contemplated in this Agreement, the Purchaser shall pay such VAT on the Purchase Consideration and the Seller shall issue an appropriate invoice for VAT purposes.

Purchase Consideration. 4.1 In The purchase consideration for the Transferred Assets shall be $2,750,000 (subject to the conditions and Transferred adjustments hereinafter set forth) plus the amount of any and all Assumed Liabilities (the “Purchase Consideration”). The portion of the Purchase Consideration to be paid to Seller shall be comprised of the following components: (a) $1,000,000 in cash, $850,000 of which shall be paid at Closing, less accrued amounts disclosed to Purchaser as being payable to the RDC and to legal counsel to Seller, or either of them (which amounts shall be paid directly by Purchaser), via wire transfer of immediately available U.S. funds to an account(s) designated by the Seller, with the $150,000 balance (“Escrow Amount”) to be deposited into escrow pursuant to the terms of an Escrow Agreement in the form of Exhibit B hereto attached, pending final valuation of Acquired Assets net of Assumed Liabilities, the Purchaser shall, (re)pay all outstanding amounts under the loans and debts as set forth in Schedule 6, the aggregate value of which as at October 4, 2013 amounts to EUR 881.056 (the "Seller's Debts") directly to the relevant creditors of such Seller's Debts, on behalf of the Seller and determined in accordance with Sections 2.5(a) and (b) hereof, with payment pursuant to Section 2.5 hereof; (b) $1,500,000, in Purchaser’s common stock (“XETA Stock”) valued at the provisions of Clause 4.2 en 4.3. 4.2 Subject to Clause 4.3, “Previous Close Price” per share for such stock as reflected on the (re)payment of the Seller's Debts by the Purchaser shall be made xxxxxx.xxx website as follows: 4.2.1 As of the Closing Date and until the third anniversary of such Closing Date, the repayment ($3.83 per share as of the Seller's Debts by the Purchaser date hereof), which XETA Stock will be issued to Seller and shall be made “restricted stock”, as that term is defined in accordance with the terms of such Seller's Debts and/or the repayment schemes agreed upon between the Seller and the respective creditors Rule 144 of the Seller's Debts.regulations to the Act: and 4.2.2 On (c) Warrants to purchase 150,000 shares of XETA Stock at an exercise price per share valued at the third “Previous Close Price” per share for such stock as reflected on the xxxxxx.xxx website as of the Closing Date ($3.83 per share as of the date hereof) (the “Warrants”), which Warrants will be issued to Seller in the form of Exhibit C hereto attached, and will be exercisable (subject to applicable SEC registration and holding period requirements and transfer restrictions) at any time after the Closing Date and prior to the fifth (5th) anniversary of the Closing Date. Provided, however, that Seller hereby acknowledges, represents and agrees that the aggregate outstanding amount issuance of such XETA Stock and Warrants will be effected by Purchaser as a transaction exempt from registration under the Seller's Debts at Act and, accordingly, that point in time, shall be (re)paid in whole by the Purchaser to the respective creditors of the Seller's Debts. 4.3 Notwithstanding Clause 4.2.1, the Purchaser shall be entitled to repay all or part of the outstanding amounts XETA Stock and Warrants will not have been registered under the Seller's Debts Act at the time of Closing, nor shall XETA have any obligation to effect the registration thereof at any time on after Closing. Seller further acknowledges, represents and agrees, that it is acquiring the XETA Stock and Warrants for investment purposes only and not with a view to or after for resale in connection with any distribution of the Closing Date. 4.4 In case XETA Stock or Warrants, or with any present intention of distribution (within the (earlymeaning of the Act) repayment of the XETA Stock or Warrants, or any portion thereof. Seller understands that because none of the XETA Stock or the Warrants will have been registered under the Act, Purchaser will not transfer any of the Seller's Debts pursuant to Clause 4.2 XETA Stock or 4.3 would result in any penalty or reinvestment compensation being due to the relevant creditorWarrants without registration under the Act, such penalty or reinvestment compensation shall be borne by the Seller. 4.5 The sale and transfer of the Assets which is not contemplated by the Agreement is a sale of an undertaking ("bedrijfstak" / "branche d'activités") and is therefore exempt from Belgian Value added Tax ("BTW" / "TVA") in accordance with Article 11 of the Belgian VAT Code. The Parties shall comply with all regulations and procedures required to ensure application of Article 11 of the Belgian VAT Code to the sale of the Assets. Should the tax exempt status in accordance with Article 11 of the Belgian VAT Code be refused by the tax authorities and should VAT be due on the transfer as contemplated in this Agreement, except upon the issuance to Purchaser of a favorable opinion from Purchaser’s counsel or upon the submission to Purchaser of such other evidence as may be satisfactory to Purchaser’s counsel to the effect, in either case, that any such transfer, whether pursuant to Rule 144, or otherwise, shall pay such VAT on not be in violation of the Purchase Consideration Act, and any applicable state securities laws, and all share certificates and warrants representing the XETA Stock and the Seller shall issue an appropriate invoice for VAT purposesWarrants, or any portion thereof, will be issued with a restrictive legend affording conspicuous notice of such restriction.

Purchase Consideration. 4.1 In consideration for the Transferred Assets and Transferred Liabilities, the Purchaser shall, (re)pay all outstanding amounts under the loans and debts as set forth in Schedule 6, the aggregate value of which as at October 4, 2013 amounts to EUR 881.056 (the "Seller's Debts") directly to the relevant creditors of such Seller's Debts, on behalf of the Seller and in accordance with the provisions of Clause 4.2 en 4.3. 4.2 Subject to Clause 4.3, the (re)payment of the Seller's Debts by the Purchaser shall be made as follows: 4.2.1 As of the Closing Date and until the third fifth anniversary of such Closing Date, the repayment of the Seller's Debts by the Purchaser shall be made in accordance with the terms of such Seller's Debts and/or the repayment schemes agreed upon between the Seller and the respective creditors of the Seller's Debts. The repayment scheme shall run during a period of five years and the Purchaser shall not be entitled to prior payment. 4.2.2 On the third fifth anniversary of the Closing Date, the aggregate outstanding amount under the Seller's Debts at that point in time, shall be (re)paid in whole by the Purchaser to the respective creditors of the Seller's Debts. 4.3 Notwithstanding Clause 4.2.1, the Purchaser shall be entitled to repay all or part of the outstanding amounts under the Seller's Debts at any time on or after the Closing Date. 4.4 In case the (early) repayment of any of the Seller's Debts pursuant to Clause 4.2 or 4.3 would result in any penalty or reinvestment compensation being due to the relevant creditor, such penalty or reinvestment compensation shall be borne by the Seller. 4.5 The sale and transfer of the Assets contemplated by the Agreement is a sale of an undertaking ("bedrijfstak" / "branche d'activités") and is therefore exempt from Belgian Value added Tax ("BTW" / "TVA") in accordance with Article 11 of the Belgian VAT Code. The Parties shall comply with all regulations and procedures required to ensure application of Article 11 of the Belgian VAT Code to the sale of the Assets. Should the tax exempt status in accordance with Article 11 of the Belgian VAT Code be refused by the tax authorities and should VAT be due on the transfer as contemplated in this Agreement, the Purchaser shall pay such VAT on the Purchase Consideration and the Seller shall issue an appropriate invoice for VAT purposes.

Purchase Consideration. 4.1 In consideration 3.1 The Initial Consideration for the Transferred Assets Shares shall be paid in cash to the Vendors or as they shall direct at Completion in accordance with clause 4.7. 3.2 The sum of (Pounds)1 shall be paid into the Escrow Account at Completion in accordance with clause 4.6. 3.3 Subject to clause 3.5 and Transferred Liabilities3.6 below the Purchaser shall pay the Deferred Consideration into the Escrow Account. 3.4 The Vendors shall receive the Consideration in proportion to their holdings of the Shares. 3.5 If, prior to settlement of any part of the Deferred Consideration, the Purchaser shallmakes a Warranty Claim, (re)pay all outstanding amounts under it may set off the loans and debts as set forth aggregate amount claimed against the Deferred Consideration. A set-off in Schedule 6or towards satisfaction of a claim made by the Purchaser shall not prejudice or affect any other rights or remedies for the purpose of recovering any amount due to it from the Vendors. 3.6 Subject to Completion, the aggregate Deferred Consideration shall be payable by the Purchaser into the Escrow Account as follows: 3.6.1 In the event of the Purchaser or a member of the Purchaser's Group acquiring a Third Party Acquisition prior to the expiry of the 12 month period from completion the Purchaser shall forthwith pay (Pounds)250,000 into 11 the Escrow Account as part of the Deferred Consideration on completion of such Third Party Acquisition. 3.6.2 The Purchaser shall pay the balance of the Deferred Consideration taking into account of the payment, if any, referred to in clause 3.6.1 above, and conditional upon the Company achieving in the 12 month period after Completion the Earn Out Target as soon as practicable after such 12 month period into the Escrow Account provided that the Company may at its absolute discretion (and for the avoidance of doubt the Vendors hereby acknowledge that the Purchaser has no legal obligation whatsoever so to do if the Earn Out Target is not achieved in accordance with this clause) pay a part or all of the Deferred Considation into the Escrow Account if the Earn Out Target is not achieved. 3.6.3 Subject to sub-clauses 3.6.4 and 3.6.5 below, in the event that the Deferred Consideration is paid by the Purchaser pursuant to the provisions of sub-clauses 3.6.1 and 3.6.2 above the Purchaser undertakes to procure that the Escrow Agents shall pay to the Vendor the Escrow Amount and any interest accrued thereon (less any tax that may be deducted therefrom) to the Vendor on the date being 24 months after the Completion Date. 3.6.4 In the event of a Warranty Claim being made against the Vendors within 24 months of the date of Completion an amount which is equivalent to the value of such claim (together with such further reasonable sum to cover costs estimated by the Purchaser to be properly incurred in relation to such claim and the interest which as at October 4, 2013 amounts to EUR 881.056 (may accrue upon such retention) shall be retained in the "Seller's Debts") directly to the relevant creditors of Escrow Account until such Seller's Debts, on behalf of the Seller and claim is settled or lapses in accordance with the provisions of Clause 4.2 en 4.3clause 5.8. 4.2 Subject to Clause 4.3, the (re)payment of the Seller's Debts 3.6.5 If an amount becomes payable by the Vendors in respect of a Warranty Claim which has not been fully satisfied by the Vendors the Escrow 12 Agents shall pay the Purchaser shall be made as follows: 4.2.1 As of the Closing Date and until the third anniversary amount of such Closing Date, the repayment of the Seller's Debts by the Purchaser shall be made in accordance with the terms of such Seller's Debts and/or the repayment schemes agreed upon between the Seller and the respective creditors of the Seller's Debts. 4.2.2 On the third anniversary of the Closing Date, the aggregate outstanding amount under the Seller's Debts at that point in time, shall be (re)paid in whole by the Purchaser to the respective creditors of the Seller's Debts. 4.3 Notwithstanding Clause 4.2.1, the Purchaser shall be entitled to repay all claim or part of the outstanding amounts under balance from the Seller's Debts at Escrow Account together with any time interest which has arisen on or after the Closing Datesuch balance. 4.4 In case the (early) repayment of any of the Seller's Debts pursuant to Clause 4.2 or 4.3 would result in any penalty or reinvestment compensation being due to the relevant creditor, such penalty or reinvestment compensation shall be borne by the Seller. 4.5 The sale and transfer of the Assets contemplated by the Agreement is a sale of an undertaking ("bedrijfstak" / "branche d'activités") and is therefore exempt from Belgian Value added Tax ("BTW" / "TVA") in accordance with Article 11 of the Belgian VAT Code. The Parties shall comply with all regulations and procedures required to ensure application of Article 11 of the Belgian VAT Code to the sale of the Assets. Should the tax exempt status in accordance with Article 11 of the Belgian VAT Code be refused by the tax authorities and should VAT be due on the transfer as contemplated in this Agreement, the Purchaser shall pay such VAT on the Purchase Consideration and the Seller shall issue an appropriate invoice for VAT purposes.