Common use of Purchase Price and Payment Terms Clause in Contracts

Purchase Price and Payment Terms. 3.1 The Base Purchase Price for each Aircraft is * . 3.2 The Base Purchase Price shall be adjusted to determine the "Adjusted Base Purchase Price", as follows: 3.2.1 To include the cost of changes to the Customer Specification required by Buyer after the date hereof. 3.2.2 To include the cost of Regulatory Changes pursuant to the terms of Clause 2.3.2, except those paid directly by Buyer. 3.3 The Adjusted Base Purchase Price shall be adjusted to determine the "Purchase Price" to reflect changes in economic conditions * and (iii) the Adjusted Base Purchase Price shall not be adjusted for any period of delay of an Aircraft which is due to * 3.4 Buyer shall pay to Seller the Purchase Price for each Aircraft upon execution by Buyer of the Certificate of Acceptance for such Aircraft, provided, however, that with respect to any Aircraft delivered under a Lease Agreement, Buyer shall pay all amounts specified in the Lease Agreement due upon delivery of such Aircraft. 3.4.1 Subject to the conditions specified herein, the first Aircraft delivered under this Agreement shall be delivered to Buyer under a Lease Agreement. Buyer's obligation to pay the lease rentals due under such Lease Agreement shall be waived until the later of (i) March 1, 1997 or (ii) the date of completion of the J41 modification program currently being performed by Seller on Buyer's existing fleet of Jetstream 41 aircraft (the "Modification Program"), subject to the provisions of Section 3.4.2. 3.4.2 In the event the date of completion of the Modification Program is delayed due to reasons resulting from the acts or omissions of Buyer, the obligation to pay the lease rentals for such Aircraft shall occur on the date the Modification Program would have been completed if such acts or omissions of Buyer had not occurred. 3.5 Upon (i) delivery, acceptance and payment in full of the Purchase Price for each Aircraft in accordance with the terms of this Agreement, or, (ii) execution of a Lease Agreement on the Delivery Date for each Aircraft, * 3.6 All amounts payable by one party to the other pursuant to this Agreement shall be payable in U.S. Dollars in immediately available funds, by Federal Funds transfer or same day book entry transfer to the accounts specified in Exhibit E attached hereto.

Purchase Price and Payment Terms. 3.1 The Base Purchase Price is the tender price presented by the Seller in its tender for each Aircraft the Below-the-threshold Public Contract. The Buyer is * . 3.2 obliged to pay the price specified in Annex 2 (hereinafter the “Tender Price”) to the Seller for proper delivery of Goods specified in Annex 1. The Base Purchase Buyer is thus obliged to pay to the Seller for full delivery of the Goods a total of CZK (TO BE SPECIFIED BY THE TENDERER) (Czech crowns) excl. VAT. VAT at the applicable rate, as well as its invoicing, reporting and payment to the relevant tax administrator shall be governed by the applicable legislation on VAT. The Total Price is the maximum final price that may not be exceeded, with the exception of a change of the statutory VAT rate, and includes all the Seller’s costs related to the performance hereof, including, without limitation, the costs of provision of the Warranty Service (as specified in Article 9 hereof), including the costs of acquisition of spare parts, transport and work relating to the service, as well as the costs of transport and delivery of the Goods to the place of destination or any fees, customs duties and packaging and ancillary costs. The Total Price shall be adjusted to determine paid by the "Adjusted Base Purchase Price", as follows: 3.2.1 To include Buyer on the cost basis of changes a tax receipt duly issued by the Seller and delivered to the Customer Specification required Buyer (hereinafter the “Invoice”). The Seller may issue the Invoice after takeover of the Goods by the Buyer after the date hereof. 3.2.2 To include the cost of Regulatory Changes pursuant based on a takeover record. The Seller shall invoice VAT to the terms of Clause 2.3.2, except those paid directly by Buyer. 3.3 The Adjusted Base Purchase Price shall be adjusted to determine Buyer at the "Purchase Price" to reflect changes in economic conditions * and (iii) the Adjusted Base Purchase Price shall not be adjusted for any period of delay of an Aircraft which is due to * 3.4 Buyer shall pay to Seller the Purchase Price for each Aircraft upon execution by Buyer of the Certificate of Acceptance for such Aircraft, provided, however, that with respect to any Aircraft delivered under a Lease Agreement, Buyer shall pay all amounts specified in the Lease Agreement due upon delivery of such Aircraft. 3.4.1 Subject to the conditions specified herein, the first Aircraft delivered under this Agreement shall be delivered to Buyer under a Lease Agreement. Buyer's obligation to pay the lease rentals due under such Lease Agreement shall be waived until the later of (i) March 1, 1997 or (ii) rate applicable on the date of completion of the J41 modification program currently being performed by Seller on Buyer's existing fleet of Jetstream 41 aircraft (the "Modification Program"), subject to the provisions of Section 3.4.2. 3.4.2 In the event the date of completion of the Modification Program is delayed due to reasons resulting from the acts or omissions of Buyer, the obligation to pay the lease rentals for such Aircraft shall occur on the date the Modification Program would have been completed if such acts or omissions of Buyer had not occurred. 3.5 Upon (i) delivery, acceptance taxable supply and payment in full of the Purchase Price for each Aircraft in accordance with the terms VAT regulations. The invoicing is conditional upon the existence of a Record on Handover, Installation and Takeover of the Goods (hereinafter the “Handover Record”), executed by both Parties to the Contract. The Buyer shall not provide any advance payments towards the price to the Seller. The invoice must contain a reference to this Contract (the number of this AgreementContract) and also the requisites stipulated by the applicable legal regulations, orincluding, in particular, value added tax. The invoice shall be issued to the Buyer’s address specified in the header hereof. A copy of the Handover Record for the Goods signed by the authorised persons of the Parties shall be attached to the Invoice. The Invoice shall be payable within 30 (thirty) calendar days of the date of its handover to the Buyer. The Buyer has the right to return the Invoice to the Seller before expiry of the maturity period without being considered in delay in its payment (i) if the Invoice contains incorrect data; (ii) execution if any of the requisites stipulated by the legislation or this Contract is missing; (iii) if a copy of the Handover Record confirmed by the authorised persons of the Parties is not attached to the Invoice. In that case, the existing maturity period shall no longer apply and a new period of 30 (thirty) calendar days shall commence on the date of delivery of a Lease Agreement on the Delivery Date for each Aircraft, * 3.6 All amounts payable by one party new Invoice to the other pursuant to this Agreement Buyer. The price shall be payable paid in U.S. Dollars in immediately available funds, Czech crowns by Federal Funds transfer or same day book entry wire transfer to the accounts bank account of the other Party specified in Exhibit E attached heretothe header hereof. The Seller agrees to include the bank account specified in the header hereof in the Invoice. The Parties agree that the date of payment of the Invoice means the date of debiting the invoiced amount from the Buyer’s account. To avoid any doubts, the Parties agree that if the invoiced amount is debited for the benefit of the Seller within 30 (thirty) calendar days of delivery of the Invoice to the Buyer but it is credited to the Seller’s bank account after the due date set out in the Invoice, the Buyer is not in delay. The Seller may not assign any receivables arising out of this Contract.

Purchase Price and Payment Terms. 3.1 The Base Purchase Price for each Aircraft is * . 3.2 The Base Purchase Price shall be adjusted to determine the "Adjusted Base Purchase Price", as follows: 3.2.1 To include the cost of changes to the Customer Specification required by Buyer after the date hereof. 3.2.2 To include the cost of Regulatory Changes pursuant to the terms of Clause 2.3.2, except those paid directly by Buyer. 3.3 The Adjusted Base Purchase Price shall be adjusted to determine the "Purchase Price" to reflect changes in economic conditions * and (iii) the Adjusted Base Purchase Price shall not be adjusted for any period of delay of an Aircraft which is due to * 3.4 Buyer shall pay to Seller the Purchase Price for each Aircraft upon execution by Buyer of the Certificate of Acceptance for such Aircraft, provided, however, that with respect to any Aircraft delivered under a Lease Agreement, Buyer shall pay all amounts specified in the Lease Agreement due upon delivery of such Aircraft. 3.4.1 Subject to the conditions specified herein, the first Aircraft delivered under this Agreement shall be delivered to Buyer under a Lease Agreement. Buyer's obligation to pay the lease rentals due under such Lease Agreement shall be waived until the later of (i) March 1, 1997 or (ii) the date of completion of the J41 modification program currently being performed by Seller on Buyer's existing fleet of Jetstream 41 aircraft (the "Modification Program"), subject to the provisions of Section 3.4.2. 3.4.2 In the event the date of completion of the Modification Program is delayed due to reasons resulting from the acts or omissions of Buyer, the obligation to pay the lease rentals for such Aircraft shall occur on the date the Modification Program would have been completed if such acts or omissions of Buyer had not occurred. 3.5 Upon (i) delivery, acceptance and payment in full of the Purchase Price for each Aircraft in accordance with the terms of this Agreement, or, (ii) execution of a Lease Agreement on the Delivery Date for each Aircraft, * 3.6 All amounts payable by one party to the other pursuant to this Agreement shall be payable in U.S. Dollars in immediately available funds, by Federal Funds transfer or same day book entry transfer to the accounts specified in Exhibit E attached hereto.

Purchase Price and Payment Terms. 3.1 2.1 The Base Purchase Price aggregate consideration to be paid by the Buyer for each Aircraft the Proposed Transaction is * . 3.2 The Base Purchase Price shall be adjusted to determine (the "Adjusted Base “Purchase Price"”), as follows: 3.2.1 To include comprising being the cost of changes goodwill plus the following: subject to adjustments determined by the Customer Specification required by Buyer after the date hereof. 3.2.2 To include the cost of Regulatory Changes pursuant to the terms of Clause 2.3.2, except those paid directly by Buyer. 3.3 The Adjusted Base Purchase Price shall be adjusted to determine the "Purchase Price" to reflect changes in economic conditions * and net asset value (iii“NAV”) the Adjusted Base Purchase Price shall not be adjusted for any period of delay of an Aircraft which is due to * 3.4 Buyer shall pay to Seller the Purchase Price for each Aircraft upon execution by Buyer of the Certificate of Acceptance for such Aircraft, provided, however, that with respect to any Aircraft delivered under a Lease Agreement, Buyer shall pay all amounts specified in the Lease Agreement due upon delivery of such Aircraft. 3.4.1 Subject to the conditions specified herein, the first Aircraft delivered under this Agreement shall be delivered to Buyer under a Lease Agreement. Buyer's obligation to pay the lease rentals due under such Lease Agreement shall be waived until the later of (i) March 1, 1997 or (ii) Target as at the date of completion of the J41 modification program currently being performed Proposed Transaction, following the satisfactory conclusion of due diligence in relation to the Proposed Transaction. 2.2 The following are to be paid: (i) The sum of (the “Deposit”) will be deposited by the Buyer with an escrow agent (the “Escrow Agent”) on or before prior to the initiation of due diligence on the Target. The Escrow Agent is unless otherwise appointed by both parties in writing. The Parties and the Escrow Agent will enter into the escrow agreement relating to the Deposit. The arrangement shall be exclusive upon payment of Deposit until Termination. (i) The sum of (the “Deposit”) will be deposited by the Buyer with the Seller on or before prior to the initiation of due diligence on the Target. The arrangement shall be exclusive upon payment of Deposit until Termination. (ii) Subject to the Buyer's existing fleet ’s reasonable satisfaction of Jetstream 41 aircraft the results of the due diligence and the Buyer’s and the Parties’ respective decisions to proceed with the Proposed Transaction, the Buyer and the Seller shall use all reasonable endeavors to ensure the signing of the Sales and Purchase Agreement relating to the Proposed Transaction containing substantially the terms in this HOA (the “SPA”) and any other documents in relation to the Proposed Transaction within 5 working days after the date of expiry of the Due Diligence Period in accordance with Clause 5 of this HOA. For the avoidance of doubt, the Buyer shall notify the Seller in writing whether the Buyer is reasonably satisfied with the results of the due diligence on or before 5:00 p.m. on the date of expiry of the Due Diligence Period, failing which the Buyer shall be deemed to be reasonably satisfied with the results of due diligence; (iii) On the date of signing of the SPA (“Signing Date”), the Buyer shall deposit the remaining Purchase Price (the “Remainder”) with the Escrow Agent, which together with the Deposit will constitute all of the Purchase Price; and (iv) Within working days (the "Modification ProgramCompletion Date"), subject to the provisions of Section 3.4.2. 3.4.2 In the event ) after the date of receipt of approval of the Proposed Transaction by the relevant regulator (the “Approval Date”), the Parties shall proceed to completion of the Modification Program Proposed Transaction (“Completion”): (iv) Within working days (the "Completion Date") after the date of signing, the Parties shall proceed to completion of the Proposed Transaction (“Completion”): the Purchase Price shall be released and remitted to the Seller in accordance with joint wire transfer instructions in writing made by the Parties to the Escrow Agent and shall be applied as part payment of the Purchase Price; against receipt of the Purchase Price, the Seller shall transfer ownership of all shares of the Target to the Buyer; and the Buyer shall engage an independent certified public accountant agreed by the Parties as auditor of the Target to audit the Proforma Completion Accounts within 5 working days of the Completion Date, the costs of which is delayed due to reasons resulting from be borne by the acts or omissions of Buyer, who shall procure such auditor to issue the obligation audited financial statements of the Target as at Completion Date within 40 days. Based on the NAV as shown on the audited accounts of the Target, the Seller shall refund any overpaid amount of the NAV to the Buyer or, as the case may be, the Buyer shall pay to the Seller any shortfall of the NAV by cashier’s order issued by a licensed bank in , within 7 days upon the issuance of the audited accounts of the Target. (i) Subject to the Buyer’s reasonable satisfaction of the results of the due diligence and the Parties’ respective decisions to proceed with the Proposed Transaction, the Buyer and the Seller shall use all reasonable endeavors to ensure the signing of the Sales and Purchase Agreement relating to the Proposed Transaction containing substantially the terms in this HOA (the “SPA”) and any other documents in relation to the Proposed Transaction within working days after the date of expiry of the Due Diligence Period in accordance with Clause 5 of this HOA. For the avoidance of doubt, the Buyer shall notify the Seller in writing whether the Buyer is reasonably satisfied with the results of the due diligence on or before 5:00 p.m. on the date of expiry of the Due Diligence Period, failing which the Buyer shall be deemed to be reasonably satisfied with the results of due diligence; (ii) On the date of signing of the SPA (“Signing Date”), the Buyer shall provide the fund proof to the Seller as a condition to the Seller signing the SPA that it has sufficient fund to pay the lease rentals for such Aircraft shall occur Purchase Price on Completion; and (iii) Within working days (the "Completion Date") after the date of receipt of approval of the Modification Program would have been completed if Proposed Transaction by the relevant regulator (the “Approval Date”), the Parties shall proceed to completion of the Proposed Transaction (“Completion”): (iii) Within working days (the "Completion Date") after the Signing Date, the Parties shall proceed to completion of the Proposed Transaction (“Completion”): the Buyer shall pay to the Seller the Purchase Price, namely, plus the NAV as determined from the unaudited proforma financial statements of the Target as at the Completion Date, as stipulated in the SPA. All payments hereunder shall be made by cashier order in favour of the Seller drawn from a licensed bank in in or wire transfer or such acts or omissions of Buyer had not occurred. 3.5 Upon (i) delivery, acceptance and other payment method as agreed by the Parties in full writing; against receipt of the Purchase Price for each Aircraft in accordance with Price, the terms Seller shall transfer ownership of this Agreementall shares of the Target to the Buyer; and the Buyer shall engage an independent certified public accountant agreed by the Parties as auditor of the Target to audit the Proforma Completion Accounts within 5 working days of the Completion Date, the costs of which is to be borne by the Buyer, who shall procure such auditor to issue the audited financial statements of the Target as at Completion Date within 30 days. Based on the NAV as shown on the audited accounts of the Target, the Seller shall refund any overpaid amount of the NAV to the Buyer or, (ii) execution of a Lease Agreement on as the Delivery Date for each Aircraftcase may be, * 3.6 All amounts payable by one party the Buyer shall pay to the other pursuant to this Agreement shall be payable Seller any shortfall of the NAV by cashier’s order issued by a licensed bank in U.S. Dollars in immediately available funds, by Federal Funds transfer or same day book entry transfer to within 7 days upon the issuance of the audited accounts specified in Exhibit E attached heretoof the Target.

Purchase Price and Payment Terms. 3.1 The Base (a) If the Contract separately agrees costs associated with the packaging and delivery of the Goods over and above the Purchase Price, these costs must be paid together with the Purchase Price. Unless expressly stated otherwise, the Purchase Price for each Aircraft is * means the price of the Goods inclusive of VAT and the costs associated with the delivery of the Goods (the Purchase Price). 3.2 (b) The Base Customer acquires ownership of the Goods at the time when the Contract is concluded and the Purchase Price is paid at the same time, which payment shall be made by crediting the total amount corresponding to the Purchase Price to the Seller's bank account. (c) The Seller shall issue an invoice to the Customer in confirmation of the Order. The invoice shall contain the elements of a tax document and shall be sent to the Customer's e-mail address. (d) The Purchase Price shall be adjusted paid by the Customer to determine the "Adjusted Base Purchase Price"Seller on the basis of the invoice, as followswhereby: 3.2.1 To include (i) on the cost of changes to First Order, the Customer Specification required by Buyer after the date hereof. 3.2.2 To include the cost of Regulatory Changes pursuant to the terms of Clause 2.3.2, except those paid directly by Buyer. 3.3 The Adjusted Base Purchase Price shall be adjusted to determine paid in full by the "Purchase Price" to reflect changes in economic conditions * and (iii) Customer on the Adjusted Base Purchase Price basis of the invoice issued. The Goods shall not be adjusted for any period of delay of an Aircraft which is due to * 3.4 Buyer shall pay to Seller dispatched until the Purchase Price has been paid; (ii) for subsequent Orders by the same Customer, an invoice is issued with a due date of 14 days and the Goods are dispatched on the date of the invoice. (e) In the event of delay by the Customer in payment of the Purchase Price, the Seller shall be entitled to interest on the overdue amount at the statutory rate for each Aircraft upon execution by Buyer and every day of delay. Default interest shall be payable on the first day of the Certificate Customer's default in payment of Acceptance for such Aircraft, provided, however, that with respect to any Aircraft delivered under a Lease Agreement, Buyer shall pay all amounts specified in the Lease Agreement due upon delivery of such AircraftPurchase Price. 3.4.1 Subject to (f) Depending on the conditions specified hereinquantity of Goods ordered under one Order, the first Aircraft delivered under this Agreement shall Customer may be delivered to Buyer under a Lease Agreement. Buyer's obligation to pay placed in one of the lease rentals due under such Lease Agreement shall be waived until the later of bonus categories: (i) March 1, 1997 or (ii) the date of completion of the J41 modification program currently being performed by Seller on Buyer's existing fleet of Jetstream 41 aircraft (the "Modification Program"), subject to the provisions of Section 3.4.2. 3.4.2 In the event the date of completion of the Modification Program is delayed due to reasons resulting from the acts or omissions of Buyer, the obligation to pay the lease rentals for such Aircraft shall occur on the date the Modification Program would have been completed if such acts or omissions of Buyer had not occurred. 3.5 Upon (i) delivery, acceptance and payment in full of the Purchase Price for each Aircraft in accordance with the terms of this Agreement, orBronze category, (ii) execution Silver category, (iii) Gold category, (iv) Platinum category. (g) Discounts from the retail price may be provided for each category and the current price list as well as information on the conditions for inclusion in one of the categories are available on the E-shop in the section for business partners xxxxx://xxxxxxx.xxx/cs/b2b/. (h) In addition to any discounts on the retail price, services may be provided free of charge to a Customer classified in the relevant category under paragraph (f) above for the purpose of sales promotion, such as the provision of promotional materials, the loan of a Lease Agreement on tablet stand, etc. The Seller shall provide the Delivery Date Customer with an up-to-date list of free services for each Aircraftcategory via the E-shop in the section for business partners, * 3.6 All amounts payable by one party to where this information is already available before the other pursuant to this Agreement shall be payable in U.S. Dollars in immediately available funds, by Federal Funds transfer or same day book entry transfer to conclusion of the accounts specified in Exhibit E attached heretoContract.