SALE CONSIDERATION. 6.1 That in pursuance of this agreement of sale the Vendor agrees to sell the Scheduled Flat and the Purchaser agrees to purchase the Scheduled Flat for the consideration mentioned in Annexure –A.
6.2 The stamp duty, registration charges and other expenses related to the execution and registration of the sale deed and any other related documents shall be borne by the Purchaser only and such costs do not form part of the agreed sale consideration mentioned in Annexure -A. The Purchaser shall pay stamp duty and/or registration charges as required for execution of this agreement, sale deed, agreement for construction, etc. within a period of 90 days from this agreement. In case the Purchaser fails to pay such stamp duty and/or registration charges, the Vendor shall be entitled to pay the same for and on behalf of the Purchaser and shall be recoverable as dues from the Purchaser.
6.3 It is hereby agreed and understood explicitly between the parties hereto the Purchaser shall be solely responsible for payment of any sales tax, GST, or any other similar levy that is leviable or may become leviable with respect to the construction or sale of the Scheduled Flat. Such charges shall not form a part of the consideration mentioned in Annexure – A. In case the Purchaser fails to pay such taxes or charges, the Vendor shall be entitled to pay the same for and on behalf of the Purchaser and shall be recoverable as dues from the Purchaser.
6.4 It is specifically agreed between the parties herein that the total sale consideration given herein does not include the cost of enhancing the existing or proposed water supply through government/ quazi government authorities like the water board, municipal corporation, municipality, grampanchayat, etc. These charges shall be payable extra as and when the water connection is enhanced by such a government/ quazi government body on a pro-rata basis.
6.5 That the Vendor has agreed to construct the Scheduled Flat as per plan and specifications given in Annexure – B and Annexure – C. The cost of any additions and alterations made over and above the specifications at the request of the Purchaser shall be paid by the Purchaser and shall be paid over and above the agreed consideration.
6.6 Interest on delayed payment, if any, shall be paid over and above the agreed consideration.
6.7 It is specifically agreed between the parties herein that any benefit that has accrued or will accrue to the Developer on account of benefit of input tax credit...
SALE CONSIDERATION. The Seller acknowledges and agrees that (a) the Sale Consideration has been determined by arms-length negotiations between the Seller and the Purchaser based upon each party’s analysis and diligence concerning the Company’s prospects and the fair market value of the Units, and (b) the Seller has not made any representations or warranties to the Purchaser regarding the historical or prospective financial or operating performance of, or any other matters relating to, the Seller or its subsidiaries.
SALE CONSIDERATION. 6.1 The Vendor hereby sells the Scheduled Flat and the Purchaser hereby shall become the absolute owner of the Scheduled Flat. The Purchaser has paid the entire sale consideration to the Vendor and the Vendor duly acknowledges the receipt of the entire sale consideration and the details of which are mentioned in Annexure – A.
6.2 It is specifically agreed between the parties herein that the total sale consideration given herein does not include the cost of enhancing the existing water supply through government/ quazi government authorities like the water board, municipal corporation, municipality, grampanchayat, etc. These charges shall be payable extra as and when the water connection is enhanced by such a government/ quazi government body on a pro-rata basis.
SALE CONSIDERATION. (a) The Promoter shall sell and transfer to the Purchaser/s and the Purchaser/s shall purchase and acquire from the Promoter, the said Residential Flat and the said Covered Car Parking Space [Strike out where not applicable] on "ownership basis" for which the total Sale Consideration receivable by the Promoter towards the sale of the said Residential Flat shall be Rs.
SALE CONSIDERATION. Subject to the other terms and conditions of this Agreement, and as full payment for the Assets, the Buyer will pay and transfer to the Seller the following:
(a) the REMEC China Securities;
(b) the REMEC Stock; and
(c) the Cash Consideration (each of (a), (b) and (c) above being collectively the “Sale Consideration”). For purposes of clarity, the Sale Consideration is the total consideration payable by the Buyer for the Assets. To the extent that legal, beneficial or any other ownership of any of the Assets is vested in either Principal or any other entity within the control of either or both of them, the Seller and the Principals will cooperate among themselves to (i) transfer the Assets to the Buyer as set forth in this Agreement and (ii) allocate among themselves (or other controlled entity) the Sale Consideration in the manner they deem just and appropriate in the circumstances. Notwithstanding the foregoing, Schedule 2.2 to this Agreement sets forth the allocation among the Assets, for tax and all other purposes, of the value paid in respect of the transactions contemplated by this Agreement.
SALE CONSIDERATION. 4 Section 2.01. Sale......................................................................................4 Section 2.02. Consideration.............................................................................5
SALE CONSIDERATION. As the purchase price for their Membership Interests in the Company and the covenants of the Members in the Non-Competition Agreements, the Members shall be entitled to receive from JAMDAT and JAMDAT shall pay or cause to be paid to the Members (or on behalf of the Members as directed by them in accordance with Section 2.2(c) hereof) the following consideration (collectively, the “Sale Consideration”) as directed in writing by the Members not less than five (5) days prior to Closing as set forth on Schedule 2.2(a):
(i) The Buyer Advance delivered to the Members via wire transfer on March 24, 2005;
(ii) Fifty Two Million Six Hundred Thousand Dollars ($52,600,000.00) less the Buyer Advance, payable in immediately available funds at the Closing by wire transfer, (the “Closing Cash”);
(iii) 3,050,000 shares of JAMDAT Common Stock, as adjusted for any Capital Change at any time after the date of this Agreement and prior to the Closing (the “Closing Shares,” and together with the Closing Cash, the “Closing Consideration”);
(iv) 1,000,000 shares of JAMDAT Common Stock, as adjusted for any Capital Change at any time after the date of this Agreement and prior to the Closing (the “Escrow Shares”), certificates for which Escrow Shares shall be delivered by JAMDAT to the Escrow Agent at Closing to be held in escrow pursuant and subject to the terms and conditions of the Escrow Agreement as security for the obligations of JAMDAT to issue Escrow Shares to the Members pursuant to Section 2.3 hereof; and
(v) Thirteen Million Seven Hundred Thousand Dollars ($13,700,000.00) (the “Post Closing Consideration”), payable on the one year anniversary of the Closing. At the election of JAMDAT in its sole and absolute discretion, the Post Closing Consideration shall be payable in any combination of immediately available funds and/or JAMDAT Common Stock (the “Post Closing Shares,” and together with the Closing Shares and Escrow Shares, the “Consideration Shares”), with the value of any Post Closing Shares being determined for this purpose as the number of such Post Closing Shares multiplied by the average closing price of one share of JAMDAT Common Stock for the fifteen (15) trading days immediately prior to the one year anniversary of the Closing as reported by the NASDAQ National Market, provided, that the aggregate Consideration Shares to be issued in connection with the Transactions shall not exceed 19.9% of the issued and outstanding JAMDAT Common Stock as of the date hereof. I...
SALE CONSIDERATION. On the Closing Date and contemporaneously with the execution of this Agreement, the Sunbelt Shareholders are delivering to NSI all of the Sunbelt Shares. The purchase price payable in respect of the Sunbelt Shares shall equal the sum of the Initial Purchase Price and the Earn-Out Payments, each as defined herein (such aggregate amount, the “Purchase Price”). The “Initial Purchase Price” shall be equal to €707,850 (seven hundred seven thousands eight hundred fifty euro) to be paid subject to Section 2.1(b) below, in whole or in part amount, by NSI to the Sunbelt Shareholders, pro rata in accordance with their respective ownership of the Sunbelt Shares on the Closing Date, as Mx. Xx Xxxxxxxx shall direct, at such time or from time to time and to the extent that Sunbelt shall have a Positive Cash Balance (as defined below) at the time of payment. In addition, in accordance with and subject to the terms, provisions, and conditions of this Section 2.1, NSI will make monthly payments to the Sunbelt Shareholders (“Earn-Out Payments”) with respect to payments made to NSI under the Distribution Agreement during the two years beginning January 1, 2006 and ending December 31, 2007 (the “Earn-Out Period”), provided that, with respect to each Earn-Out Payment, (1) Sunbelt achieves Net Operating Income equal to or greater than zero for the respective Monthly Measuring Period (as defined below) in which the applicable Earn-Out Payment was earned, and (2) Sunbelt shall have a Positive Cash Balance as of the last day of the Monthly Measuring Period in which the applicable Earn-Out Payment was earned. The parties agree that the Earn-out Payments payable with respect to the three-months ended March 31, 2006 shall be equal to $656,826.25. Accordingly, on the Closing Date, NSI will (i) pay to the Sunbelt Shareholders, by wire transfer of immediate available funds to such accounts as Sunbelt Shareholders have designated in writing to NSI, pro rata in accordance with their respective ownership of the Sunbelt Shares on the Closing Date, the sum corresponding to 80% of the Earn-Out Payments accrued on March 31, 2006, in an aggregate of $525,461.00; and (ii) deposit on the Escrow Account the amount of $131,365.25, equivalent to 20% of the Earn-Out Payments accrued on March 31, 2006. * Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to R...
SALE CONSIDERATION. That PURCHASER(S) agrees to pay to the PROMOTER for the purchase of the said Apartment an amount of Rs. /- (Rupees ____________________ Only) being the Sale Consideration for the said Apartment along with proportionate right in common areas to the extent envisaged here under and stipulated undivided interest in the said Property, along with payables and other charges as mentioned in the payment plan annexed as “Annexure D”. Amounts payable as other charges are as set out in “Annexure D1” along with the list of outgoings annexed hereto as “Annexure-D2”. All amounts and outgoings as reflected in Annexure D1 and Annexure D2 are hereinafter referred to as the said “Additional payments”. All stamp duty, registration charges, taxes, levies, cess etc. as may be applicable is exclusive of these amounts and outgoings. The amounts mentioned in the Annexure D1 and Annexure D2 as Additional Payments are provisional and based on estimates. If there are any additional charges and/ or increase in the existing charges due to inflation, demand by statutory authority and/ or otherwise, any shortfall shall be paid by the PURCHASER(S). These amounts are not inclusive of consumption of water, fuel, powers etc. for the Apartment/ Building/Complex/ Project for common areas, electricity, facilities and amenities, which shall be separately charged and payable by the PURCHASER(S) on a monthly basis to the PROMOTER, without demur or delay thereof. It is hereby expressly clarified, agreed and understood that in the event of there being any retrospective or prospective increase in the amounts mentioned in the said Additional Payments, and/or any other additional amounts/deposits/charges/levies which are not referred to therein becomes payable, for any reason, then the PURCHASER(S) shall be liable to bear and pay the same within on or before the date mentioned in the intimation / demand letter issued by the PROMOTER in this regard. Sale Consideration and the said Additional Payments as mentioned hereinabove is exclusive of any taxes, charges, levies, cess, assessments and all other impositions which may be levied by local authority and said Statutory Authorities, any appropriate authorities would include (but not limited to), taxes like value added tax, works contract tax, service tax, tax deductible at source(TDS) and any other taxes, both present and future, as may be applicable from time to time, shall be separately charged and recovered from the PURCHASER(S).
SALE CONSIDERATION. The Purchase Price of the PROPERTY, plus Value-Added Tax ("VAT") or Transfer Duty (whichever is applicable), must be paid as follows:
3.1 A deposit equal to 5% (five per cent) of the Purchase Price payable to the AUCTIONEER by the CESSIONARY immediately after the fall of the hammer, which amount the CESSIONARY authorises and instructs the AUCTIONEER to pay to the CEDENT's Attorneys less amounts due by either the CESSIONARY or CEDENT to AUCOR;
3.2 The CESSIONARY's signature of this agreement evidences his written consent for the AUCTIONEER / CEDENT’s ATTORNEYS to invest any amounts paid in respect of the Purchase Price in an interest-bearing account with a bank of the AUCTIONEER / CEDENT’s ATTORNEYS choice. The interest shall accrue to the Estate Agency Affairs Fidelity Fund or Law Society Fidelity Fund as the case might be.
3.3 The balance of the Purchase Price shall, within 45 (forty five)business days from SELLER’s Attorney request hereof, be paid in cash or secured, to the satisfaction of the CEDENT's Attorneys, by a written guarantee, on terms acceptable to the CEDENT, from a registered South African Bank and shall be, payable free of exchange, deduction or set off, against registration of transfer of the PROPERTY into the CESSIONARY's name.
3.4 The CESSIONARY shall be liable for interest at 2% (two per cent) above the Prime Rate, per month, calculated from the due date of payment to the actual date of payment thereof, (both days inclusive) on any amounts not paid when due.
3.5 All payments made by the CESSIONARY may be appropriated first to any Auctioneers commission then and there outstanding.
