PURCHASE PRICE & TAXES. Purchase Price 8 3.2 Satisfaction of Purchase Price 8 3.3 Taxes 8 3.4 Allocation of Purchase Price 8
PURCHASE PRICE & TAXES. 7 2.5 Pre Closing Balance Sheet.......................................................................7
PURCHASE PRICE & TAXES. 7.1 The purchase price payable by Buyer to Seller on the Effective Date for the Purchased Assets and the granting of a license for the Specified IP under the IP License Agreement, shall be a fixed amount of USD 2,800,000 (the “Purchase Price”), payable as set forth in Section 7.3.
7.2 As promptly as practicable following the Effective Date, the Parties will agree on the allocation of the Purchase Price among the Purchased Assets.
7.3 On the Effective Date, the amount equal to the Purchase Price of USD 2,800,000, without any deductions, set-off or withholdings, shall be paid by Buyer, and applied by Seller, as follows: (i) Buyer shall pay USD 2,000,000 to the bank account of Deutsche Bank, Singapore Branch designated by Seller prior to the Effective Date, and (ii) (A) Buyer shall pay USD 800,000 to a bank account designated by Seller prior to the Effective Date, and (B) Seller shall use such funds on the Effective Date (x) first, to satisfy all outstanding liabilities due by the Seller to the landlord of the Seller at Xxxxxxxxxxxxxx 00, 0000 Xxxxxxxxxxx, Xxxxxxxxxxx, as set forth in Exhibit 1.1.1 (to the extent not otherwise satisfied by or on behalf of Seller at or prior to the Effective Date), (y) second, to satisfy outstanding payment or other Liabilities owed to the employees of Seller at Seller’s Niederhasli, Switzerland facility as of the Effective Date, and (z) third, to satisfy, pay or otherwise discharge other Liabilities of Seller to non-Affiliated third-party creditors outstanding as of the Effective Date.
7.4 The Seller and the Buyer agree that the VAT notification procedure (Meldeverfahren) pursuant to article 38 VAT applies. By application of the VAT notification procedure, no specific indication of any VAT being due (e.g., incl. VAT, etc.) shall be made on any of the relevant documents for the sale, except for the notion that the VAT notification procedure applies. Buyer will duly register for Swiss VAT purposes with retro-effect as of Closing and provide Seller with a copy of the registration and valid VAT number. On or as promptly as practicable after the Effective Date, the Parties shall complete and sign all documents required to be filed under the VAT notification procedure (particularly form 764) and Seller shall timely file such documents with the SFTA. The Seller shall provide the Buyer with a copy of the documents filed. In the event that the application of the notification procedure is rejected by the SFTA, or the notification proce...
PURCHASE PRICE & TAXES. 10 ---- 3.02 Adjustments to the Purchase Price.................................................................11 ---- -
PURCHASE PRICE & TAXES. (a) Consideration for Contractor's full and complete performance of the Work shall be as stated in the Purchase Order.
(b) The compensation stated in the Purchase Order is inclusive of all custom duties, charges, taxes and all other costs and expenses in connection with the performance of Work other than value added taxes or sales taxes. Contractor shall obtain any available refunds or remission of duty paid by Contractor which shall be to the credit of Secure.
(c) Contractor is exclusively liable for, and shall pay before delinquency, all custom duties, charges, taxes and other amounts owing for the Work (other than value added taxes or sales taxes) and indemnify Secure from all claims and liabilities arising from Contractor's failure to do so.
PURCHASE PRICE & TAXES. (a) Consideration for Contractor's full and complete performance of the Work shall be as stated in the Purchase Order.
(b) The compensation stated in the Purchase Order is inclusive of all custom duties, charges, taxes and all other costs and expenses in connection with the performance of Work other than GST and PST (if applicable). Contractor shall obtain any available refunds or remission of duty paid by Contractor which shall be to the credit of Secure.
(c) Contractor is exclusively liable for, and shall pay before delinquency, all custom duties, charges, taxes and other amounts owing for the Work (other than GST and PST (if applicable)) and indemnify Secure from all claims and liabilities arising from Contractor's failure to do so. Contractor represents and warrants that it is not a non-resident of Canada for purposes of the Income Tax Act.
PURCHASE PRICE & TAXES. Purchase Price 9 3.2 Satisfaction of Purchase Price 9 3.3 Taxes 10 3.4 Section 116 of ITA 10 3.5 Taxable Québec Property 11 3.6 Allocation of Purchase Price 12
PURCHASE PRICE & TAXES. 6.1 The purchase price for the Software and, if applicable, for the Support, is set forth in the offer of Licensor.
6.2 The Customer shall pay to the Licensor the purchase price without deductiouns within thirty (30) days of the issuance of the invoice. Payment shall be made to the bank account of the Licensor as specified in the invoice. All bank charges that arise in connection with the bank transfer have to be borne by the Customer.
6.3 Payments not received when due will bear a late payment charge of 12 % per year.
6.4 The Customer may offset counterclaims or withhold payment based on such counterclaims only if such counterclaims are uncontested in writing or non-appealable.
6.5 Any amounts payable by the Customer are exclusive of any taxes. The Customer shall pay any applicable value added, goods and services, sales, or like taxes that are owed with respect to any Orders and which are permitted to be collected from the Customer by the Licensor under applicable law. The Customer shall be responsible for any applicable stamp taxes and for all other taxes that it is legally obligated to pay. The Licensor shall be responsi- ble for all taxes based upon its net income or its property ownership.
6.6 If any taxes are required to be withheld on payments made by the Customer to the Licensor, the Customer may deduct such taxes from the amount owed to the Licensor and pay them to the appropriate taxing authority, provided however, that the Customer promptly secures and delivers an official receipt for those withholdings and other documents reasonably requested by the Licensor to claim a foreign tax credit or refund.
PURCHASE PRICE & TAXES. The Buyer shall pay the Seller $ ______ for the Asset (the “Purchase Price”). The Purchase Price shall be paid cash. To the extent the Buyer does not have sufficient cash to pay the Purchase Price the Buyer and Seller shall enter in an Intercompany Agreement. All sales, transfer and similar taxes payable in connection with the transfer and conveyance of the Asset shall be the responsibility of and shall be paid by Seller.
PURCHASE PRICE & TAXES
