Purchase Price and Payment Sample Clauses
The 'Purchase Price and Payment' clause defines the total amount to be paid for goods or services and outlines the terms and methods of payment. It typically specifies the purchase price, payment schedule, acceptable forms of payment, and any conditions for deposits or installments. This clause ensures both parties are clear on financial obligations and timelines, reducing the risk of disputes over payment and providing a framework for enforcing payment terms.
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Purchase Price and Payment. A. The purchase price is based on a per-acre easement compensation value of the Property multiplied by the number of acres. The Parties agree to adjust the purchase price to conform to the final acreage as determined by a survey procured by NRCS, or unless otherwise mutually agreed to by the Parties. Any adjustment of purchase price or acreage will be incorporated in the Warranty Easement Deed, and by its execution, at closing, shall constitute the Parties’ agreement to the adjustment.
B. Before the payment is issued, NRCS must determine that all Landowners meet the AGI limitations set forth in 7 CFR Part 1400. Landowners that are legal entities or general partnerships that meet the AGI limitations may have individual members of that legal entity or general partnership that do not meet the AGI limitations. While the deed document will reflect the purchase price as calculated and adjusted under paragraph A above, the amount actually paid at closing will be reduced by an amount commensurate with the percent ownership of any AGI-ineligible member of an otherwise AGI-eligible legal entity or general partnership.
C. NRCS will make a single payment unless Landowner identifies in this paragraph the number of annual installment payments requested. Landowner requests annual installment payments (not more than 10) and acknowledges that after the first installment payment, subsequent installment payments will be made after October 1 of each calendar year following the first installment payment. Landowners electing installment payments where the total easement purchase price is more than $500,000 may elect a minimum of 5 and a maximum of 10 installment payments. Payment will be made by the United States using electronic fund transfers (EFTs).
Purchase Price and Payment. 4.1 The Purchase Price for the Property shall be paid as follows -
4.1.1 the deposit shall be paid into the Trust Account no later than 3 (three) Business Days after the Signature Date; and
4.1.2 the balance of the Purchase Price shall be paid against Transfer, provided that the balance shall be secured by a bank guarantee made payable to the Trust Account on Transfer, which bank guarantee must be provided to the Conveyancer within 10 (ten) Business Days from being called upon to do so by the Conveyancer, provided that the Condition Precedent, if applicable, has been fulfilled or waived, as the case may be.
4.2 The Purchaser shall be released from its obligation to provide the bank guarantee referred to in clause 4.1.2 above by making payment of the balance of the Purchase Price into the Trust Account.
4.3 The Conveyancer is hereby irrevocably authorised and required to invest any cash amount received from the Purchaser in terms of this Agreement in an investment account as contemplated in Section 86(4) of the Legal Practice Act, with the interest accruing for the benefit of the Purchaser until Transfer whereupon the Conveyancer shall pay the balance of the Purchase Price to the Seller.
4.4 In the event that the Purchaser fails to make payment of the deposit in accordance with clause 4.1.1 above within 4 (four) months of the Signature Date, then without prejudice to any other rights that the Seller may have, the Purchase Price shall be increased by 12% (twelve percent) per annum, calculated daily and compounded monthly in arrears, from the expiry of the aforesaid 4 (four) month period until such time as the Purchaser has complied with his aforesaid obligations.
Purchase Price and Payment. The total Purchase Price for the Property is the amount of the successful bid for the Cabin/Home Site at public auction plus the Maximum Value of the Personal Property.
Purchase Price and Payment. The purchase price payable for the Assets pursuant to this Agreement shall be as follows:
(a) The parties agree that the sole manner of payment for the Assets shall be by way of the payment of commissions based on revenues actually received by Buyer from the Contracts after the Closing Date. There will be no other payments to Seller for the Assets.
(b) Buyer shall pay to Seller fifteen percent (15%) of all Administrative Fees received from the Contracts until the amount advanced by Buyer under Section 2.1(d) (iii) is repaid to Buyer (the “Initial Commissions”). Seller agrees that the Initial Commissions shall be paid directly by Buyer to the Internal Revenue Service (“IRS”) and applied to amounts owed to the IRS by Seller (the “IRS Debt”);
(c) Only after the amount advanced under Section 2.1(d) (iii) has been repaid and paid in accordance with Section 2.1(b), Buyer shall pay to Seller thirty percent (30%) of all Administrative Fees received from the Contracts thereafter for as long as the Client under such Contracts remain under contract with Buyer.
(d) In addition, in the event that any Client of Seller that terminated a client service agreement with Seller prior to the Closing Date, and then executes a client service agreement with Buyer within ninety days of the Closing Date, Buyer shall pay thirty percent (30%) of all Administrative Fees earned on such contracts (the “CRS Client Commissions”) to the following persons:
i. The first $5,000 of CRS Client Commissions shall be paid directly to ▇▇▇▇▇▇;
ii. Any CRS Client Commissions earned after the payments made as described in Section 2.1(d)(i) shall be paid to ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ and split equally among them. Buyer shall be responsible only for paying this amount in the form of a joint check made payable to ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇;
iii. Buyer shall pay to Seller up to Fifty Thousand Dollars ($50,000) to be applied to expenses to wind down the operations of Seller. Buyer shall not be obligated to make any payment as described in this Section 2.1(d) unless Buyer has approved the expenses in writing based on invoices and other written evidence of such expenses.
Purchase Price and Payment. 3.1 The purchase price of the property is the amount referred to as such in paragraph 4 of Part A.
3.2 The purchase price shall be payable by the Purchaser to the Seller in cash against registration of transfer of the property into the name of the Purchaser : Provided that the deposit shall be payable as set out in paragraph 4 of Part A.
3.3 For purposes of clause 3.2 –
3.3.1 the Purchaser shall within 10 (ten) days of being called upon to do so provide the transferring attorneys with a bank guarantee acceptable to them for payment of the balance of the purchase price (taking into account the deposit paid in terms of paragraph 4 of Part A) against registration of transfer of the property into the name of the Purchaser, which guarantee may be called for when the suspensive conditions referred to in clauses 2.1.1 and 2.1.2 have been fulfilled;
3.3.2 the transferring attorneys are hereby authorised to release the deposit to the Seller against registration of transfer.
3.4 Subject to any other provisions of this agreement, all amounts payable by the Purchaser to the Seller in terms of and arising from this agreement shall be made unconditionally and without deduction or set-off into the trust account of the transferring attorneys referred to in paragraph 10 of Part A.
3.5 The Purchaser may, instead of furnishing the guarantee referred to in clause 3.3.1, deposit into the trust account of the transferring attorneys the purchase price, which amount shall be released to the Seller against registration of transfer of the property into the name of the Purchaser.
3.6 Should the Purchaser deposit any portion of the purchase price into the trust account of the transferring attorneys as contemplated in clause 3.5 –
3.6.1 the Purchaser hereby authorizes the transferring attorneys to invest the sum so deposited in an interest-bearing account with any of Standard Bank of South Africa Limited, Absa Bank Limited, First National Bank or Investec Bank Limited in terms of section 86(4) of the Legal Practice Act, No 28 of 2014;
3.6.2 the interest accruing on the investment concerned until the transfer date shall be payable to the Purchaser immediately after the transfer date.
Purchase Price and Payment. The purchase price reflected in clause 3 of the Schedule is payable as follows:
5.1 The deposit is payable in cash or bank guaranteed cheque or via electronic transfer against signature hereof by the Seller.
5.2 The payment referred to in clause 5.1 above shall be paid to the Seller's Conveyancers and shall be held in trust by the Seller's Conveyancers and shall be paid to the Seller against transfer unless otherwise provided for herein. The said deposit shall be invested in a trust interest bearing account, which interest shall accrue to the Purchaser until registration of transfer. The Purchaser’s signature hereto constitutes the Purchaser’s written consent in terms of Section 78 (2A) of the Attorneys Act No. 53 of 1979, authorizing the Seller’s Conveyancers to invest all amounts paid on account of the purchase price in an interest bearing account. The Purchaser hereby irrevocably authorizes the Seller’s Conveyancers to appropriate the interest accrued on monies so invested in reduction of all amounts as may be owing by the Purchaser in terms of this Agreement.
5.3 In respect of the balance of the Purchase Price, the Purchaser shall:
5.3.1 In the event of the Purchaser not requiring a Mortgage Loan, furnish the Seller’s Conveyancers with either:
5.3.1.1 an irrevocable guarantee issued by a recognized commercial bank in a form acceptable to the Seller’s Conveyancers; or
5.3.1.2 a cash payment into the trust account of the Seller’s Conveyancers. within 14 (fourteen) days after the Signature Date or such extended period as the Seller may in its sole discretion allow.
5.3.2 In the event of the Purchaser requiring a Mortgage Loan in respect of any balance outstanding on the purchase price after having deducted the deposit and the amount of the Mortgage Loan from the purchase price, furnish the Seller’s Conveyancers with either:
5.3.2.1 an irrevocable guarantee issued by a recognized commercial bank in a form acceptable to the Seller’s Conveyancers; or
5.3.2.2 a cash payment into the trust account of the Seller’s Conveyancers. within 14 (fourteen) days after the Signature Date or such extended period as the Seller may in its sole discretion allow.
5.4 The guarantees referred to in this clause shall be issued by a registered South African Commercial Bank or other financial institution approved by the Seller in its absolute discretion for the balance of the purchase price. Withdrawal by a guarantor as aforesaid, for any reason whatsoever, shall constitute a brea...
Purchase Price and Payment. (a) The purchase price paid by the Buyer hereunder shall be $9,635,916 (the "Base Purchase Price"), adjusted in accordance with the provisions of Subsections 1.4(c) and (d) below (as so adjusted, the "Final Purchase Price").
(b) At the Closing, Buyer will deliver to the Sellers a Promissory Note in the principal face amount of One Million Dollars ($1,000,000), to be in the form attached hereto as Exhibit B (the "Note"). Payments under the Note shall be based on a six (6) year amortization schedule commencing on the first day of the fourteenth (14th) month after the date thereof. During the first thirteen (13) months of the term of the Note, no payments shall be made under the Note and interest shall accrue on the unpaid balance at the annual rate of twelve (12%) percent. In the thirteenth (13th) month of such term, Sellers shall be entitled to a lump sum payment of all the interest then accrued. From and after the thirteenth (13th) month until the final payment is made on the Maturity Date (as defined in the Note), interest shall accrue at a yearly rate of nine percent (9%). In addition, regular payments of principal and interest under the Note will commence in the fourteenth (14th) month and shall be made monthly thereafter with a final balloon payment due on the Maturity Date which shall be the fourth anniversary date of the Note. The Note shall be secured by a lien on the Acquired Assets and Buyer hereby grants a security interest in and to the Acquired Assets to Sellers, subject and subordinate to a first lien on the Acquired Assets granted by Buyer to its senior institutional lender.
(c) The Base Purchase Price shall be adjusted on a dollar-for-dollar basis to reflect any change in the value of certain assets of the Sellers as of the Closing Date as set forth below:
(i) To the extent that accounts receivable net of bad debt reserves are greater than or less than $3,287,519 (the bad debt reserves as of the Closing Date will be $62,500);
(ii) To the extent that prepaid assets of the Sellers are greater than or less than $94,408; and
(iii) To the extent that deposits of Sellers are greater than or less than $75,300.
(d) The Base Purchase Price shall be reduced in an amount equal to the value on the Closing Date of:
(i) All trade payables of the Sellers assumed by the Buyer at the Closing;
(ii) Deferred rent expenses, equipment loans, and capital leases reflected on the balance sheet of the Sellers;
(iii) Any amounts accrued prior to the Closing Date in r...
Purchase Price and Payment. Subject to the adjustments as detailed below, if any, the aggregate consideration for the Purchased Shares shall be $6,359,000 (the "Purchase Price"). The Purchase Price shall be subject to adjustment by an increase in the amounts (the "Adjustment Amounts") of any cash payments received after the Effective Date by either the Purchaser or the Company in respect of amounts due to the Company:
(a) from Viva Interactive Learning Inc. for events or services which were completed prior to the Effective Date; and/or
(b) in respect of any research and development tax credits earned by the Company attributable to activities taking place prior to the Effective Date (the "ITCs"). On the Closing (as hereinafter defined), the Purchase Price shall be paid and satisfied as follows:
(i) by the delivery by the Escrow Agent pursuant to the Escrow Agreement to the Vendor of a certified cheque or bank draft in the aggregate amount of $3,000,000 less $1,259,000 for liabilities payable by the Company to the Vendor (the "Intercompany Liability") as at the Effective Date (the "Closing Cash Payment");
(ii) by the delivery to the Vendor of a convertible debenture issued by the Purchaser substantially in the form attached hereto as Schedule A1 having a principal amount of $2,359,000 (the "Convertible Debenture"), which Convertible Debenture shall have a term of three (3) years from Closing, bear interest at a rate of five percent (5%) per annum payable quarterly in arrears and shall be convertible into five hundred and thirty-nine thousand, two hundred (539,200) common shares of the Purchaser (the "Consideration Shares") which shall be freely tradeable on the terms set out therein; and
(iii) by the delivery to the Vendor of a debenture issued by the Purchaser substantially in the form attached hereto as Schedule A2 having a principal amount of $1,000,000 (the "Debenture") which Debenture shall be payable on April 15, 2000, bear interest at a rate of five percent (5%) per annum payable quarterly in arrears. Included in the Purchase Price, upon the Closing, the Purchaser shall cause the Escrow Agent to deliver to the Vendor a certified cheque or bank draft representing the Intercompany Liability. Subsequent to the Closing, and for an indefinite period thereafter, the Purchaser shall pay, or cause the Company to pay, amounts comprising the Adjustment Amounts to the Vendor within 30 days of the receipt of same, or in the case of any ITCs, within 30 days of Revenue Canada having issued it...
Purchase Price and Payment. Buyer will pay SolarEdge the price for Products specified in the Quotation (the “Purchase Price”) in accordance with the payment terms specified in the Quotation. Unless otherwise agreed in writing by ▇▇▇▇▇▇▇▇▇ and Buyer, (i) all invoices issued by SolarEdge for Products purchased are due within thirty (30) of delivery; and (ii) all payments hereunder shall be made to SolarEdge in the currency denominated in the Quotation by wire transfer to the account or specified on the invoice.
Purchase Price and Payment. Unless otherwise agreed in writing between the selling Investor Member and the Company, the price of Class A Investor Shares purchased and sold pursuant to this section 8.6 shall be ninety percent (90%) of the value of such Class A Investor Shares as determined by the Company in its reasonable discretion. The purchase price shall be paid by wire transfer or other immediately-available funds at closing, which shall be held within sixty (60) days following written notice from the Manager.