Terms of the Sale. XXXx almost always cover the basics of identifying the parties and the business being sold, the purchase price, and the manner of payment of the price (e.g., whether the buyer is paying all cash at closing or the seller is financing part of the price by taking a promissory note from the buyer). Beyond these essential basics there are many additional important terms to be addressed, and for the reasons noted above the parties – and especially the seller – should consider negotiating them in the LOI. A few of the more important of these terms are: Form of Transaction and Tax Treatment. Buyers often prefer to buy assets instead of the seller’s ownership interest in the entity owning the business. Buying assets provides less risk to the buyer of taking on seller liabilities that the buyer does not want to assume. From an income tax perspective, depending upon the type of entity owning the business, buying assets allows the buyer to allocate the purchase price to assets that the buyer can depreciate over time, whereas buying the seller’s ownership interest may defer the tax benefit of the purchase price to the buyer until the buyer sells the business.
Terms of the Sale. This Sales Contract is subject to the conditions set forth in the Articles herein. The violation of such conditions by the Buyer or its successors and assigns shall be considered a breach by the Contracting Officer and may result in termination, forfeiture of posted bonds, liability for any and all costs associated with the breach or other remedies that the Contracting Officer may seek.
Terms of the Sale. Medizone shall sell Products to Distributor at the Prices and on the terms and conditions set out in this Agreement, including the Exhibits and Schedules hereto.
Terms of the Sale. Supplier shall sell Products to Reseller at the Prices and on the terms and conditions set out in this Agreement.
Terms of the Sale. On the basis of the representations, warranties, covenants, and agreements contained in this Agreement and subject to the terms and conditions of this Agreement:
(a) At the Closing, the Stockholders shall sell, assign, transfer, and convey to the Purchaser and the Purchaser shall acquire from the Stockholders, the Rako Shares in the amounts set forth on Exhibit A in consideration of payment of the aggregate purchase price of $300,000.00 (the "Purchase Price"). The Stockholder shall deliver at the Closing certificate or certificates representing the Rako Shares, duly endorsed in blank or accompanied by stock powers duly endorsed in blank, in each case in proper form for transfer, with signatures guaranteed by a commercial bank or a member firm of the New York Stock Exchange, Inc., and with all stock transfer and any other required documentary stamps affixed thereto.
(b) The Purchase Price for the Rako Shares shall be paid by wire transfer or good check according to the instructions of the Representative pursuant to Section 10.6.
Terms of the Sale. Seller shall sell Goods to Distributor at the Prices and on the terms and conditions set out in this Agreement.
Terms of the Sale. Seller shall make available and sell Goods to Master Distributor at the Prices and on the terms and conditions set out in this Agreement. Subject to Seller’s rights under Addendum A, Master Distributor is not required to purchase any minimum amount or quantity of the Goods.
Terms of the Sale. Amaizing Energy, or an affiliated entity of Amaizing Energy (the “Affiliate”), will purchase the Fxxxx XXX from NEK-SEN on the following terms:
A. NEK-SEN will assign its entire interest in the LOI to Amaizing Energy in exchange for $10,000,000, to be paid to NEK-SEN in membership units in the Affiliate, as described in Section 1.B below. Such membership units in the Affiliate shall be issued to NEK-SEN by August 25, 2006. The Affiliate will use its best efforts to diligently proceed with the development of a 100 million gallon annual production ethanol facility pursuant to the Fxxxx XXX, and will not further assign the Fxxxx XXX.
B. The price per membership unit, and all other rights and terms of ownership associated with such membership units, will be the same as for all other membership units to be issued in the expected public offering of the membership units of the Affiliate to be registered with the Securities and Exchange Commission. No fractional units will be issued, and any fractional amount will be paid in cash subject to the maximum cash payment amount. Amaizing anticipates that the price per membership unit for NEK-SEN and other investors will be $10,000 per unit. Any change in the price in the Affiliate’s registered offering will yield a corresponding change to the number of units received by NEK-SEN hereunder for the purposes of avoiding dilution.
C. Any membership units of the Affiliate issued to NEK-SEN pursuant hereto will initially be unregistered securities subject to the transfer restrictions of Rule 144 of the Securities Act of 1933. However, in connection with and as part of the expected public offering of the membership units of the Affiliate, Amaizing Energy or the Affiliate shall cause such securities to be registered under the Securities Act of 1933 and the applicable blue sky laws of Kansas and Nebraska, or will exchange such securities for equivalent registered securities in the Affiliate. Amaizing Energy or its Affiliate shall pay all registration expenses.
D. Amaizing Energy, or the Affiliate, will conduct a public campaign to sell equity securities in the Affiliate to residents of the geographic area within a sixty mile radius of Sabetha, Kansas, plus the geographic areas including Rxxxx, Xxxxxxx, Johnson, Greenwood, and Axxxxxxx Counties in Kansas. Amaizing Energy, or the Affiliate, will reserve units with a price of not less than $20,000,000 for such campaign. The campaign will include fifteen local investor meetings condu...
Terms of the Sale. THIS AGREEMENT is made on , 1999 BETWEEN:
(1) [RELEVANT GLYNWED COMPANY] LIMITED (registered number [ ]) whose registered office is at Headland House, New Coventry Road, Xxxxxxx, Birmingham (the "Seller");
(2) GLYNWED PROPERTIES LIMITED (registered number 254047) whose registered office is at Headland House, New Coventry Road, Xxxxxxx, Birmingham ("Glynwed"); and
(3) NIAGARA LASALLE (UK) LIMITED (registered number 3725308) whose registered office is at 1st Floor, Bouverie House, 000 Xxxxx Xxxxxx, Xxxxxx, XX0X 0XX (the "Buyer"); and
(4) NIAGARA CORPORATION a corporation organised and existing under the laws of the State of Delaware whose principal office is at 000 Xxxxxxx Xxxxxx, Xxx Xxxx, 00000, XXX (the "GUARANTOR"). IT IS AGREED as follows:
Terms of the Sale. Buyer shall deposit into an interest bearing escrow account with Title Insurer (i) the sum of Three Hundred Thousand Dollars ($300,000.00) within five (5) business days after mutual execution of this Agreement (the “Deposit”). Any and all interest accruing on the Deposit shall be for the benefit of Buyer. On the Closing Date, subject to the conditions of this Agreement, Seller agrees to sell to Buyer, and Buyer agrees to purchase from Seller, the Property for a purchase price in the amount of Fifteen Million Seven Hundred Eighty Three Thousand Three Hundred Fifty Eight Dollars ($15,783,358.00) (the “Purchase Price”), which shall be payable as follows:
