Common use of Terms of Payment of Purchase Price Clause in Contracts

Terms of Payment of Purchase Price. (i) On the date hereof, Buyer shall pay to Seller the Purchase Price. (ii) In the event of a final determination that, for applicable income-tax purposes, the Purchase Price paid for the Purchased Assets hereunder does not reflect the actual fair market value of the Purchased Assets or otherwise is not an arm's-length price, the parties hereby agree that the Purchase Price shall be adjusted to equal the amount so established by such final determination (which the parties will endeavor to resolve through competent authority proceedings if commercially feasible). Any increase in the Purchase Price shall be paid to Seller by Buyer, and any decrease in the Purchase Price shall be paid to Buyer by Seller; such amounts shall be paid no later than thirty (30) days following the date that such final determination becomes final, and shall be increased by interest from the date hereof through the date of payment at the rate of 6.0%, compounded monthly, less any interest theretofore paid under clause (iv) hereof by the party required to make the payment under this clause (ii). If more than one taxing jurisdiction claims that the fair market value of or arm's-length price for the Purchased Assets differs from the Purchase Price previously paid hereunder, and such determinations differ from each other and are not resolved through competent authority proceedings, the payment required hereunder shall be based on the average of the values as finally determined under the laws of each taxing jurisdiction. (iii) Amounts required to be paid hereunder shall be paid by wire transfer to an account designated by Seller or Buyer, as the case may be, or by such other method agreed upon by Buyer and Seller. (iv) Amounts due but not paid within the time prescribed hereunder for payment shall accrue interest from the time so prescribed to the time of payment at the rate of 10% compounded monthly or, if lower, the maximum rate permitted by applicable law.

Terms of Payment of Purchase Price. (i) On the date hereof, Buyer shall pay to Seller the Purchase Price. (ii) In the event of a final determination that, for applicable income-tax purposes, the Purchase Price paid for The parties hereto hereby express their intention that the Purchased Assets hereunder does not reflect are to be transferred at their fair market value. The basis for the actual fair market value figure of the Purchased Assets is the valuation referred to in paragraph 2.2(a). The parties recognize that the said fair market value of the Purchased Assets may be determined to be higher or otherwise is not an arm's-length pricelower, as the case may be, by the Canada Customs and Revenue Agency ("CCRA") than the Purchase Price and in such event and to cover such case, the parties hereby agree as follows: (A) the Seller and Buyer may notify CCRA that each of them is prepared to: (1) have the Purchase Price shall be adjusted fair market value figures used in this Agreement reviewed by CCRA; (2) take any and all requisite steps hereunder to equal the amount so established by such final determination (which the parties will endeavor to resolve through competent authority proceedings if commercially feasible). Any settle any resulting increase in the Purchase Price shall be paid to Seller by Buyer, and any or decrease in the Purchase Price fair market value figures; and (3) file a copy of this Agreement with CCRA, if any when requested to do so by CCRA; (B) the parties hereto will substitute CCRA's fair market value figures for the fair market value in this Agreement, and such substituted figure shall be paid binding upon the parties hereto, unless there is a valid objection to Buyer CCRA's substituted figure; (C) any increase or decrease to the fair market value of the Purchased Assets as used in this Agreement shall result in the payment or return on a dollar for dollar basis of an increase in or a reduction to the Purchase Price, by Seller; such amounts a corresponding amount. Interest shall be paid no later than thirty (30) days following the date that such final determination becomes final, and shall be increased by interest payable on any payment envisaged hereunder from the date hereof through the date of payment at the rate of 6.0%, % compounded monthly, less any interest theretofore paid under clause (iv) hereof by the party required to make the payment under this clause (ii). If more than one taxing jurisdiction claims that the fair market value of or arm's-length price for the Purchased Assets differs from the Purchase Price previously paid hereunder, and such determinations differ from each other and are not resolved through competent authority proceedings, the payment required hereunder shall be based on the average of the values as finally determined under the laws of each taxing jurisdiction. (iii) Amounts required to be paid hereunder shall be paid by wire transfer to an account designated by Seller or Buyer, as the case may be, or by such other method agreed upon by Buyer and Seller. (iv) Amounts due but not paid within the time prescribed hereunder for payment shall accrue interest from the time so prescribed to the time of payment at the rate of 10% compounded monthly or, if lower, the maximum rate permitted by applicable law.

Terms of Payment of Purchase Price. 6.1 The consideration for all Copies purchased by Distributor from Owner in 1997 and in each subsequent calendar year shall be paid by Distributor in cash in an amount equal to: (ia) On the date hereof, Buyer shall pay to Seller the aggregate Purchase Price. (ii) In the event of a final determination that, for applicable income-tax purposes, the Purchase Price paid for the Purchased Assets hereunder does not reflect the actual fair market value net of the Purchased Assets or otherwise is not an arm's-length priceaggregate Cost of Manufacturing, the parties hereby agree that the Purchase Price shall be adjusted to equal the amount so established by such final determination (as determined hereunder, which the parties will endeavor to resolve through competent authority proceedings if commercially feasible). Any increase in the Purchase Price shall be paid to Seller by Buyer, and any decrease in the Purchase Price shall be paid to Buyer by Seller; such amounts shall be paid no later than Owner within thirty (30) days following after the date that end of 1997 and each such final determination becomes final, and shall be increased by interest from subsequent calendar year; and (b) the date hereof through the date aggregate Cost of payment at the rate Manufacturing portion of 6.0%, compounded monthly, less any interest theretofore paid under clause (iv) hereof by the party required to make the payment under this clause (ii). If more than one taxing jurisdiction claims that the fair market value of or arm's-length price for the Purchased Assets differs from the Purchase Price previously paid hereunderPrice, and such determinations differ from each other and are not resolved through competent authority proceedings, the payment required hereunder shall be based on the average of the values as finally determined under the laws of each taxing jurisdiction. (iii) Amounts required to be paid hereunder which shall be paid by wire transfer Distributor directly to an account designated Manufacturers on receipt by Seller or BuyerDistributor of copies of their respective invoices. In the event that in any calendar year, Distributor orders more Copies than the Annual Minimum for that year (herein called the "Excess Copies"), Distributor shall, until such time as the case may beCumulative Minimum number of Copies shall have been purchased, or pay for that portion of the Purchase Price due under section 6.1(a) for such Excess Copies (the "Excess Copies Price") within thirty days after the end of the year by such other method agreed upon by Buyer and Seller.a combination of: (ivi) Amounts due but not paid within the time prescribed hereunder for payment shall accrue interest from the time so prescribed delivery to the time Owner of a written irrevocable direction in the form attached as Schedule C hereto (the "Direction") from On-Line authorizing the Owner to apply towards payment at of the rate Excess Copies Price Guarantee Collateral having a principal value equal to the portion of 10the Excess Copies Price proposed to be paid in that manner, which amount shall be as close to 42 % compounded monthly orof the Excess Copies Price as possible taking into account the denominations of the principal amount of the Bonds or other Guarantee Collateral but which shall not, if lowerin any event, exceed 42% of the maximum rate permitted by applicable law.Excess Copies Price; and

Terms of Payment of Purchase Price. (i) On the date hereof, Buyer shall pay to Seller the Purchase Price. The payment of the Purchase Price may be made directly by Parent on behalf of Buyer. (ii) In the event of a final determination that, for applicable income-tax purposes, the Purchase Price paid for the Purchased Assets hereunder does not reflect the actual fair market value of the Purchased Assets or otherwise is not an arm's-length price, the parties hereby agree that the Purchase Price shall be adjusted to equal the amount so established by such final determination (which the parties will endeavor to resolve through competent authority proceedings if commercially feasible). Any increase in the Purchase Price shall be paid to Seller by Buyer, and any decrease in the Purchase Price shall be paid to Buyer by Seller; such amounts shall be paid no later than thirty (30) days following the date that such final determination becomes final, and shall be increased by interest from the date hereof through the date of payment at the rate of 6.0%, compounded monthly, less any interest theretofore paid under clause (iv) hereof by the party required to make the payment under this clause (ii). If more than one taxing jurisdiction claims that the fair market value of or arm's-length price for the Purchased Assets differs from the Purchase Price previously paid hereunder, and such determinations differ from each other and are not resolved through competent authority proceedings, the payment required hereunder shall be based on the average of the values as finally determined under the laws of each taxing jurisdiction. (iii) Amounts required to be paid hereunder shall be paid by wire transfer to an account designated by Seller or Buyer, as the case may be, or by such other method agreed upon by Buyer and Seller. (iv) Amounts due but not paid within the time prescribed hereunder for payment shall accrue interest from the time so prescribed to the time of payment at the rate of 10% compounded monthly or, if lower, the maximum rate permitted by applicable law.