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. Subject to adjustment as set forth in Section 3.1 and the escrow provisions of Section 2.3, as the purchase price for their Membership Interests in the Company and the covenants of the Members in the Noncompetition Agreements, the Members shall be entitled to receive the following consideration (collectively, the “Sale Consideration”):
(i) Four Million Four Hundred Fifty Thousand Dollars ($4,450,000.00). Such sum shall be payable in immediately available funds at the Closing by wire transfer or other manner of payment acceptable to the Members to the Members or their designees to be allocated among such Members and such designees pursuant to the disbursement instruction set forth on Schedule 2.2(a)(i).
(ii) a number of shares of restricted common stock of Buyer (the “Consideration Shares”) equal to the quotient of (A) Seven Hundred Thousand Dollars ($700,000) divided by (B) the average closing price of a share of Buyer common stock for the three (3) trading days immediately prior to the Closing Date as reported by the NASDAQ National Market. Such Consideration Shares shall be allocated among the Members as directed by the Members in writing to the Buyer prior to or at the Closing.
(iii) subject to the terms of Section 2.3, the Earnout Consideration, to the extent earned, shall be paid to the Members as allocated among the Members and their designees as directed by the Members in writing to the Buyer, provided that the Members may change such allocation or designation from time to time by written instrument executed by each of the Members and provided to the Buyer, which change shall be effective immediately upon delivery of such written instrument to the Buyer.
(iv) On the Closing Date, an amount equal to ninety percent (90%) of the estimated Net Receivables of the Company on the day immediately prior to the Closing Date as set forth in the Closing Estimate shall be paid to the Members as allocated among the Members and their designees as directed by the Members in writing to the Buyer, provided that the Members may change such allocation or designation from time to time by written instrument executed by each of the Members and provided to the Buyer, which change shall be effective immediately upon delivery of such written instrument to the Buyer. Additional payments of such Net Receivables to the Members from the Buyer under Section 3.1(f) shall be deemed to comprise part of the Sale Consideration.
SALE CONSIDERATION a) In consideration of the purchase of the SAID FLAT, the PURCHASER agrees to pay to the DEVELOPER/VENDORS, a sum of Rs. , subject to clause B hereafter written, and as per mode of payment specified in SCHEDULE NO. III on or before the dates provided therein. The said agreed sale consideration does not include expenses for stamp duty, registration and other taxes (Goods and Services tax etc.) applicable under the law, and/or any other Tax , Cess or charge that may be levied by the Government or by any Local Authority .
b) The PURCHASER shall pay the abovesaid sum of Rs. , The PURCHASER shall pay the above agreed consideration by Local Cheque/Demand Draft/Bank Pay order issued on/in favor of MVR Seaview Homes Private Limited or by RTGS/SWIFT transfer or any other electronic mode of transfer in the account of the VENDORS/DEVELOPER, according to the Mode of Payment mentioned in SCHEDULE NO. III herein below and within 45 days from the date of intimation. If the PURCHASER makes payment of any such installments by way of out station cheques , then in such event , the date of payment of such amount represented in the cheque shall be the date when the amount is credited in the account of the VENDORS/DEVELOPER after deducting therefrom the amount of commission charged for clearance of such cheque by the Bank to MVR Seaview Homes Private Limited.
c) The time for payment of each instalment of the consideration and other amounts as aforesaid as specified in SCHEDULE III shall be the essence of the agreement. Therefore, the PURCHASER hereby undertakes to pay to the DEVELOPER/VENDORS the balance amount of the consideration on its due dates without default and not to withhold the same or any of them on any ground whatsoever, including non-compliance of any such obligations on part of the DEVELOPER/VENDORS under these presents, which may be beyond the control of the DEVELOPER/VENDORS or otherwise.
d) The time for payment of each of the instalment /dues on their respective due dates as aforesaid and without prejudice to the rights of the DEVELOPER/VENDORS to treat such default as a breach of this Agreement and to cancel this Agreement. The Purchaser/s shall be obliged to pay to the VENDOR interest at the rate of 1 % per month on the amount of the instalments and/or dues in arrears for the period of the delay in payment of such instalments and/or
e) If the DEVELOPER/VENDORS exercise their option to terminate these presents as set out herein, and does so terminate the same,...
SALE CONSIDERATION. 3 Section 2.01. Sale......................................................................................3 Section 2.02. Consideration.............................................................................4
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. Capitalized terms used in this Section 2.1 and not otherwise defined herein shall have the meanings ascribed to such terms in the Distribution Agreement.
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 acceptance and signature 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.
