Purchase Price and Payment Date Each Asset purchased by the Receiver pursuant to this Section 3.4 shall be purchased at a price equal to the Repurchase Price of such Asset less the Related Liability Amount applicable to such Asset, in each case determined as of the applicable Put Date. If the difference between such Repurchase Price and such Related Liability Amount is positive, then the Receiver shall pay to the Assuming Institution the amount of such difference; if the difference between such amounts is negative, then the Assuming Institution shall pay to the Receiver the amount of such difference. The Assuming Institution or the Receiver, as the case may be, shall pay the purchase price determined pursuant to this Section 3.4(d) not later than the twentieth (20th) Business Day following the applicable Put Date, together with interest on such amount at the Settlement Interest Rate for the period from and including such Put Date to and including the day preceding the date upon which payment is made.
Purchase Price and Payment The total Purchase Price for the Property is the amount of the successful bid for the Cabin/Home Site at public auction plus the Maximum Value of the Personal Property.
Purchase Price and Payment Terms (a) In consideration of the (i) sale of the Transferred Assets to Purchaser, (ii) termination of the agreements identified on Schedule 2.4 attached hereto (collectively, the “Terminated Agreements”), and (iii) other transactions contemplated hereby (collectively, the “Transactions”), Purchaser has agreed to (A) assume the Assumed Liabilities and (B) make certain purchase price payments to Sellers (collectively, the “Purchase Price Payments”), the aggregate amount of which Purchase Price Payments shall constitute the “Purchase Price” of up to Five Million Eight Hundred Thirty Five Thousand Eight Hundred Twenty Nine Dollars ($5,835,829.00) in the aggregate: (b) The following Purchase Price Payments shall be made by Purchaser to Sellers by bank or cashier’s check or by wire transfer of immediately available funds to an account(s) designated in writing by the Company: (i) at Closing, in consideration of the transfer of the Console and Chiller Units to Purchaser, Purchaser shall pay an amount equal to $25,989 (the “Console and Chiller Unit Payment”) and an amount of $121,772.18 equal to the total of the Company’s price as listed on Schedule 2.1(a)(vii) for the inventory of Sonablate parts (including raw materials) and works in progress transferred to Purchaser listed on Schedule 2.1(a)(vii) (the “Inventory Payment”) and an amount of $179,818.46 for the transfer of the SIHR Information (the “SIHR Payment”, collectively with the Console and Chiller Unit Payment and the Inventory Payment, the “Closing Payment”); (ii) within six (6) months of the date hereof, in consideration of the transfer at Closing of the (A) Sonablate® 500 Machines to Purchaser, Purchaser shall pay an amount equal to $465,000 (representing $155,000 multiplied by the three purchased Sonablate® 500 Machines) and (B) Additional Sonablate® 500 Machines to Purchaser, Purchaser shall pay an amount equal to $0 (representing the Company’s documented purchase cost for such machines multiplied by zero Additional Sonablate 500 Machines); (iii) within 90 days after December 31, 2010, Purchaser shall make a Purchase Price Payment, accompanied by reasonably supporting documentation, in an amount equal to seven percent (7%) of the gross revenues received by Purchaser during the period between the Closing and December 31, 2010, arising directly from the exercise by Purchaser and its Affiliates of the rights held by the Company immediately prior to the Closing (I) under the Distributorship Agreement in the Territory and (II) worldwide under the HIFU Licensed Rights, such Purchase Price Payment, the “Initial 2010 Gross Revenue Purchase Price Payment” (the business of Purchaser and its Affiliates described in (I) and (II) above is referred to as the “Applicable Business”); (iv) commencing 90 days after each December 31st beginning December 31, 2011, instead of the payment described in subsection (iii) above, Purchaser shall make a Purchase Price Payment, accompanied by reasonably supporting documentation, in an amount equal to the greater of (A) Two Hundred Fifty Thousand Dollars ($250,000.00) or (B) seven percent (7%) of the gross revenues received by Purchaser during the calendar year immediately preceding such payment date arising directly from the exercise by Purchaser and its Affiliates of the rights held by the Company immediately prior to the Closing from the Applicable Business (such payments, the “Additional Initial Gross Revenue Purchase Price Payments”, and together with the Initial 2010 Gross Revenue Purchase Price Payment, collectively, the “Initial Gross Revenue Purchase Price Payments”) until the aggregate Initial Gross Revenue Purchase Price Payments total Three Million Dollars ($3,000,000.00); (v) commencing at such time as the Initial Gross Revenue Purchase Price Payments total Three Million Dollars ($3,000,000.00) in the aggregate, Purchaser’s annual Purchase Price Payment shall thereafter be an amount equal to the greater of (A) Two Hundred Fifty Thousand Dollars ($250,000.00) or (B) five percent (5%) of the gross revenues received by Purchaser during the twelve-month period preceding such payment date from the Applicable Business (each such additional Purchase Price Payment, an “Additional Gross Revenue Purchase Price Payment”), until such aggregate Additional Gross Revenue Purchase Price Payments total Five Million Eight Hundred Thirty Five Thousand Eight Hundred Twenty Nine Dollars ($5,835,829.00); and (vi) costs incurred by Purchaser to perform any extended warranty obligations listed on Schedule 3.13 shall be credited toward the Initial Gross Revenue Purchase Price Payments and the Additional Gross Revenue Purchase Price Payments for each calendar year immediately preceding each annual payment date. For purposes of clarification, if during any calendar year following the Closing Date the aggregate amount which Sellers have earned under subsections (iii) and (iv) above equals Three Million Dollars ($3,000,000.00), then the payment which may be earned during the remainder of such year and thereafter shall instead be determined under subsection (v) above. Notwithstanding anything contained herein to the contrary, at such time as the Purchase Price Payments total Five Million Eight Hundred Thirty Five Thousand Eight Hundred Twenty Nine Dollars ($5,835,829.00) in the aggregate, Purchaser shall have no further obligations under this Agreement to make any additional Purchase Price Payments for the Transferred Assets. Sellers have the right to conduct an audit, no more than once annually, of the gross revenues of the Applicable Business upon which Purchaser calculated the Initial Gross Revenue Purchase Price Payment pursuant to Section 2.4(b)(iii) and the Additional Gross Revenue Purchase Price Payment pursuant to Section 2.4(b)(iv) paid in a given year (collectively, the “Payments”), by reviewing documentation produced by Purchaser at Purchaser’s place of business during regular business hours. Sellers will pay all audit costs and expenses unless documentation from the audit shows a discrepancy in gross revenues of the Applicable Business that cause the amount of the Payments due to Sellers to be 5% greater than the actual Payments made to Sellers (a “Payment Variance”), in which case Purchaser shall pay the audit costs and expenses. In the event of a Payment Variance, Purchaser will calculate the difference of the Payments actually paid compared to the amount the Payments that would have been paid had the gross revenues determined by the audit been used to calculate such Payments and pay Sellers the amount of that difference within 30 days after it is determined by Purchaser. Additionally, if the amount of Payments paid to Sellers was greater than was required by the terms of this Agreement, Purchaser will give Sellers written notice and deduct the amount of the overpayment from the next Payments made by Purchaser.
Price and Payment Unless stated otherwise, the Charges are exclusive of value added tax (VAT) or any equivalent sales tax in any applicable jurisdiction. Unless stated otherwise, the Supplier shall invoice for the Charges monthly in arrears and all such invoices shall be accompanied by a statement setting out the Services and/or Goods supplied in the relevant month in sufficient detail to justify the Charges charged. Subject to clause 4.4 below, the British Council shall, unless agreed otherwise by the parties in writing, pay each of the Supplier’s valid and accurate invoices by automated transfer into the Supplier’s nominated bank account no later than 30 days after the invoice is received. Where there is an end client, the British Council shall not be obliged to pay any invoice to the extent that it has not received payment relating to that invoice from the end client. If the British Council fails to pay any sum properly due and payable (other than any sum disputed in good faith) by the due date for payment, the Supplier may charge interest on the amount of any such late payment at the rate of 4% per annum above the official bank rate set from time to time by the Bank of England. Such interest will accrue from the date on which payment was due to the date on which payment is actually made. The parties hereby acknowledge and agree that this rate of interest is a substantial remedy for any late payment of any sum properly due and payable Where the Supplier enters into a Sub-Contract, the Supplier shall: pay any valid invoice received from its subcontractor within 30 days following receipt of the relevant invoice payable under the Sub-Contract; and include in that Sub-Contract a provision requiring the counterparty to that Sub-Contract to include in any Sub-Contract which it awards provisions having the same effect as clause 4.6.1 of this Agreement.
Contract Price and Payment In consideration of the Contractor's due and proper performance of its obligations under the Contract, the Contractor may charge the Authority or, as the case may be, any Beneficiary the Contract Price in accordance with this Clause 6. The only sums payable by the Authority or any Beneficiary to the Contractor for the provision of the Services shall be the Contract Price. All other costs, charges, fees and expenses of whatever kind arising out of or in connection with the Contract shall be the responsibility of the Contractor. In accordance with the Contract, where the Contractor is required to provide Deliverables, the Authority or any Beneficiary shall be entitled to withhold payment of the Contract Price pending receipt and acceptance of the Deliverables in accordance with the Specification. Unless otherwise agreed in writing by the Authority or any Beneficiary and the Contractor, within 15 days of the end of each calendar month, the Contractor shall invoice the Authority or, as the case may be, any Beneficiary for any Services provided by the Contractor in that calendar month. Such invoice shall be rendered on the Contractor's own invoice form clearly marked with the Authority’s or the Beneficiary's order number (if any). Invoices must show the period to which they relate and the aspects of the Services for which payment is claimed together with the agreed charging rates and any other details the Authority or the Beneficiary may require. Failure to provide such information will entitle the Authority or the Beneficiary to delay payment of the Contract Price until such information is provided. Subject to Clauses 6.3 and 6.6, the Authority or any Beneficiary shall pay any invoice submitted by the Contractor in accordance with Clause 6.4 within 30 days of receipt by the Authority or the Beneficiary of such invoice. The Authority or the Beneficiary shall pay such invoice(s) by BACS (Bank Automated Clearing System) if it so chooses or any alternate means as agreed between the Authority or the Beneficiary and the Contractor. The Authority and any Beneficiary shall be entitled to deduct from any monies due or to become due to the Contractor any monies owing to the Authority or the Beneficiary from the Contractor. Where the performance of the Contractor does not meet the required standard then a deduction as set out in the Specification or as agreed by the Parties may be made. Except where otherwise stated in the Order, the Contract Price is exclusive of VAT which shall be payable, if applicable, by the Authority or any Beneficiary in addition to such Contract Price. The invoice provided to the Authority or any Beneficiary by the Contractor in accordance with Clause 6.4 shall show the VAT calculations separately. The Contractor will keep accurate books and records in relation to the provision of the Services in accordance with sound and prudent financial management. All such books and records shall be made available to the Authority at regular intervals of not less than quarterly. In the event of the Authority or any Beneficiary breaching Clause 6.5, the Contractor shall be entitled to charge interest on the outstanding amount owed by the Authority or such Beneficiary in accordance with the Late Payment of Commercial Debts (Interest) Act 1998. Subject to Clauses 6.12 and 6.13, the Contract Price shall not be subject to any increase whatsoever by the Contractor during the Contract Period. In the event that the Contract is varied under Clauses 22 or 23 in such a way as to affect the Contract Price and if agreement between the Parties cannot be reached on the adjustment to the Contract Price within 3 months both Parties shall jointly act to resolve the dispute in accordance with Clause 24. If the adjusted Contract Price is not so agreed or certified until after such variation has taken effect, the Authority or any Beneficiary shall continue to pay the Contractor at the rate current prior to the variation but shall pay to the Contractor or be entitled to recover from the Contractor as the case may be such sum if any as is equal to the difference between the amount which should have been paid in accordance with the adjusted Contract Price and the amount which was actually paid. In the event that the Contract ends or is terminated otherwise than at the end of a complete year, the sum payable by the Authority or any Beneficiary under Clause 6 shall be one twelfth of the annual sum which would otherwise have been payable for the complete year for each completed month.
Closing Purchase Price Buyer shall have delivered the Closing Purchase Price in accordance with Section 2.5.
Post-Closing Purchase Price Adjustment 1.9.1 Within ninety (90) days following the Closing Date, Seller shall prepare, or cause to be prepared, and deliver to Purchaser a statement (the “Closing Net Working Capital Statement”) which shall set forth the Net Working Capital of the Newsprint Business and of Apache as of the Closing Time (which shall be set forth separately for each of the Newsprint Business and Apache, but as aggregated shall be referred to as the “Closing Net Working Capital”) and shall be prepared in accordance with Seller’s past accounting methods, policies, practices and procedures and in the same manner, with consistent classification and estimation methodology, as the Financial Statements were prepared, except that the Excluded Assets and the Newsprint Retained Obligations shall be excluded. The Closing Net Working Capital Statement may not be amended by Seller after it is delivered to Purchaser. 1.9.2 Purchaser shall, within thirty (30) days after the delivery of the Closing Net Working Capital Statement to it, complete its review of the Closing Net Working Capital reflected on the Closing Net Working Capital Statement. If Purchaser wishes to dispute the Closing Net Working Capital, Purchaser shall notify Seller in writing in reasonable detail of such disagreement and any reason therefore (“Purchaser’s Objection”), setting forth a specific description of the basis of Purchaser’s Objection and the adjustments to the Closing Net Working Capital that Purchaser believes should be made, on or before the last day of such thirty (30) day period, which Purchaser’s Objection may not be amended by Purchaser after it is delivered to Seller (except to withdraw any such Purchaser’s Objection). Any items on the Closing Net Working Capital Statements not disputed in Purchaser’s Objection shall be irrevocably deemed to be accepted by Purchaser. Seller shall then have thirty (30) days to review and respond to Purchaser’s Objection. If Seller and Purchaser are unable to resolve all of their disagreements with respect to the determination of the foregoing items within thirty (30) days following Seller’s receipt of Purchaser’s Objection (the “Negotiation Period”), they shall refer their remaining differences to a mutually agreeable independent accounting firm of national recognition (other than an independent accounting firm utilized by any of Seller, Apache or Purchaser or any Affiliate of any of the foregoing within the past three (3) years) acceptable to both Seller and Purchaser or if Seller and Purchaser are unable to agree as to such third party accounting firm within ten (10) days after the conclusion of the Negotiation Period, either Seller or Purchaser may request that the Chairman of the American Arbitration Association (or the nominated representative of the Chairman) appoint a third party accounting firm meeting the aforementioned requirements to resolve the dispute (the accounting firm selected being referred to as the “CPA Firm”), who shall determine, only with respect to the remaining differences so submitted, whether and to what extent, if any, the Closing Net Working Capital requires adjustment. The procedure and schedule under which any dispute shall be submitted to the CPA Firm shall be as follows: (a) Within ten (10) days after the later of (i) the end of the Negotiation Period and (ii) the selection of the CPA Firm, Purchaser shall submit any unresolved elements of the Purchaser’s Objection to the CPA Firm in writing (with a copy to Seller), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute a withdrawal by Purchaser of the Purchaser’s Objection with respect to any unresolved element to which such failure relates. (b) Within fifteen (15) days following Purchaser’s submission of the unresolved elements of the Purchaser’s Objection as specified in sub-clause (a) above, Seller shall submit its response to the CPA Firm in writing (with a copy to Purchaser), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute an acceptance by Seller with respect to any unresolved elements to which such failure relates. (c) The CPA Firm shall deliver its written determination to Purchaser and Seller no later than the thirtieth (30th) day after the remaining differences underlying Purchaser’s Objection are referred to the CPA Firm, or such longer period of time as the CPA Firm determines is necessary.
Cash Purchase Price The term "Cash Purchase Price" shall have the meaning set forth in Section 2.3(a).
Notice and Payment A. Any notice required to be given under this Agreement shall be in writing and delivered personally to the other designated party at the above stated address or mailed by certified, registered or Express mail, return receipt requested or by Federal Express. B. Either party may change the address to which notice or payment is to be sent by written notice to the other under any provision of this paragraph.
Price and Payments 4.1. Prices are as stated in NEVION’s acknowledgement. All quotations are on ex works (factory) terms (as defined in INCOTERMS ®2010) and are exclusive of carriage, insurance, VAT or other charges and duties and also exclude any applicable fees or royalties. The price will include the licence fee for the Customer’s right to use any Software where a software licence is included with the Equipment unless otherwise stated in a quote or licence agreement. 4.2. The Customer is responsible for arranging transport and providing NEVION with timeous transport instructions. 4.3. Unless expressly stated in the order confirmation, receipt of payment in full in cleared funds is a condition precedent to NEVION’s obligation to ship Equipment or supply Services under a Contract. 4.4. Where payment terms require a letter of credit to be issued in favour of NEVION, the Customer shall arrange for an unconditional irrevocable letter of credit to be issued, and if required by NEVION, confirmed, by a first class bank or financial institution approved by NEVION and otherwise on terms as NEVION shall specify. 4.5. Where credit terms have been agreed, should the Customer fail to make payment in full by the due date, without prejudice to any other right or remedy available to NEVION, NEVION may: (a) terminate the Contract or suspend any further deliveries (whether under the same Contract or not) in accordance with condition 11; (b) appropriate any payment made by the Customer as it sees fit; (c) charge a monthly fee of 1.5%; (d) charge storage for any undelivered Equipment at its current rates;