Sales and Purchase Clause Samples

Sales and Purchase. 1.1 Your placement of an order with us (“Order”) constitutes an offer by you to purchase goods from us on these terms. The Order is placed when it is submitted to us. 1.2 Delivery of goods constitutes notice of our acceptance of the order. 1.3 If we accept the Order, a binding contract between you and us will arise on these terms (the Contract). The Contract may be amended only by written agreement between us and you.

Sales and Purchase. 2.1 During the term of this Agreement, TRONOX agrees to sell and deliver to RTI, and RTI agrees to purchase and take delivery of, TiCl4 upon the terms and conditions hereinafter set forth. 2.2 All of the TiCl4 sold and delivered by TRONOX hereunder shall be produced in accordance with all applicable laws and regulations, and shall conform, in all material respects, to the TiCl4 Specification. 2.3 The sale and delivery of TiCl4 by TRONOX to RTI shall be accomplished through the issuance of Purchase Orders, as set forth in Article 6 of this Agreement.

Sales and Purchase. 3.1 Under the terms and conditions set forth herein, HTS shall sell to Distributor, and Distributor shall purchase from HTS, the Products for the purpose of distribution and resale of the Products to the Customers in the Territory by Distributor hereunder. Unless otherwise specifically provided for herein, detailed terms and conditions applicable to each individual transaction of the Products between the parties, including the prices payable by Distributor to HTS, commission from HTS to Distributor, minimum yearly purchase requirements by Distributor and the terms of payment (inclusive of the provision of letter of credit), shall be separately agreed upon between the parties hereto. 3.2 Distributor shall not distribute or sell the Products to anyone outside the Territory, nor to anyone in the Territory who, Distributor knows or has reason to know, intends to resell the Products outside the Territory. Without prior written consent of HTS, Distributor shall not distribute or sell the Products to anyone other than Customers in the Territory, nor to anyone in the Territory who, Distributor knows or has reason to know, intends to use the Products for any purpose other than Research Application Field in the Territory. 3.3 Distributor shall not alter or remodel the Products without the prior written consent of HTS. 3.4 HTS shall have the right, at any time without compensation to Distributor, to discontinue manufacturing the Products or change the Specifications as defined in Article 9 hereof, at its sole discretion, by giving ninety (90) days' prior written notice to Distributor. 3.5 Distributor shall submit the orders for the purchase of the Products to HTS in writing in such format as may be required by HTS at least one (1) month prior to the delivery date requested by the Distributor.

Sales and Purchase. The Seller shall sell and deliver and the Buyer shall buy and take delivery of the Second Batch Aircraft on the Delivery Date at the Delivery Location upon the terms and conditions contained in this Amendment N°5.

Sales and Purchase. 1.1 Based on and subject to the terms and conditions of this Agreement, the Company agrees to sell and transfer to the Transferee, and the Transferee agrees to purchase and obtain all of the assets and any and all rights and benefits relating thereto of the Company ("Company Assets"), as indicated below. Except for those have been disclosed by the Shareholders and accepted by the Transferee, the Company Assets shall be free from any lien, mortgage, pledge, claim, ownership claim, first refusal right and other security right.

Sales and Purchase. 1.1 Based on and subject to the terms and conditions of this Agreement, the Shareholders agree to sell and transfer to the Transferee, and the Transferee agrees to purchase and obtain all of the equity interest and any and all rights and benefits relating thereto of the Shareholders in the Company ("Equity Interest"), as indicated below. Except for those have been disclosed by the Shareholders and accepted by the Transferee, the Equity Interest shall be free from any lien, mortgage, pledge, claim, ownership claim, first right of refusal and other security right. ___% equity interest in the Company held by the Shareholders is hereby transferred to the Transferee based on the terms and conditions under this Agreement.

Sales and Purchase. In consideration of, and in express reliance upon, the representations and warranties of the Seller and the Buyer in this Agreement, the Seller hereby agrees to sell, assign and transfer to the Buyer, all of its right, title and interest in and to the all Share listed in the recitals for an aggregate purchase price of 300,000,000KRW("Purchase Amount")for the Shares. The Purchase Amount shall be paid by cash or wire transfer to bank account designated by the Seller within Ten (10) days from the this Agreement established.

Sales and Purchase. A. Upon the terms and subject to the conditions set forth in this Agreement, Seller agrees to sell, convey, transfer, assign and deliver to Purchaser, and Purchaser agrees to purchase and acquire from Seller on or before the Closing Date, the following assets of Seller: i) Seller's interest in and to the leasehold improvements in the Premises; ii) All signs, furniture, fixtures, equipment and inventory, except as otherwise noted in this Agreement, located on the Premises; iii) Seller and Purchaser mutually understand and agree that the Sale shall not include items located on the Premises in which title is held by third parties. Additionally, Purchaser understands that the sale does not include the sale, by Seller to Purchaser, of the right to use the name, trademarks or the trade name "NEW WORLD COFFEE" ("Marks") nor any other intangible rights granted under the Franchise Agreement, but that the separate Franchise Agreement entered into by New World Coffee & Bagels, Inc. and Purchaser governs the use of the Marks by the Purchaser, it being specifically understood and agreed that all intangibles being conveyed hereunder are subject to the rights of New World Coffee & Bagels, Inc. under the Franchise Agreement. Further, this sales does not include Seller's prepaid expenses, cash on hand or deposit or its accounts receivable as of the Closing Date. All accounts receivable sent to Purchaser shall be immediately turned over to Seller in the form received and Seller may endorse and deposit such payments as its own. Purchaser and Seller mutually understand that the herein contemplated sale is of assets constituting a "NEW WORLD COFFEE" business and that there is a transfer of "goodwill". The address of the business to be purchased is as follows: ________________________ B. Seller shall deliver on or before the Closing Date, a ▇▇▇▇ of Sale conveying the assets to Purchaser. C. New World Coffee & Bagels, Inc. and Purchaser shall execute a Sublease Agreement for the Premises. D. Purchaser has inspected the Premises and agrees to accept all equipment, inventory and other assets assigned, sold or conveyed under this Agreement "as is" without any warranties by Seller as to merchantability or fitness for a particular purpose or that any such equipment, inventory and other assets are in working condition. E. The Purchase Price shall be allocated to the assets of the Business by Purchaser. 3.

Sales and Purchase. 1.1 Based on and subject to the terms and conditions of this Agreement, the Shareholder agrees to sell and transfer to the Transferee, and the Transferee agrees to purchase and obtain all of the equity interest and any and all rights and benefits relating thereto of the Shareholder in the Company (“Equity Interest”), as indicated below. Except for those have been disclosed by the Shareholder and accepted by the Transferee, the Equity Interest shall be free from any lien, mortgage, pledge, claim, ownership claim, first right of refusal and other security right. 100% equity interest in the Company held by the Shareholder is hereby transferred to the Transferee based on the terms and conditions under this Agreement. As consideration for the Transferee’s acquisition of the Equity Interest, the Parent shall issue to the Shareholder 612,245 unregistered ordinary shares, no par value of the Parent (the “Ordinary Shares”), which is equal to $1,800,000 divided by the volume-weighted average closing price of Ordinary Shares for the consecutive five (5) trading days immediately prior to the date hereof (the “Parent Shares”).