xr Trans-Lex.org Law Research Trans-Lex.org Law Research - Docid: 929000 -
Principle

No. IV.6.2 - Subsequent fixing of contract price

If the contract does not contain a provision fixing the price or a method for determining it, the parties are to be treated, in the absence of any indication to the contrary, as having agreed to the price generally charged at the time of the conclusion of the contract for such performance in comparable circumstances in the trade concerned, or, if no such price is available, to a reasonable price.

Commentary
1 The Principle is based on the assumption that a contract can be concluded between the parties even though the price for one party's performance has not yet been fixed.

2 If it is clear in such a scenario that the parties wanted to conclude the contract even absent the price stipulation, they are treated as having agreed to the price generally charged at the time of the conclusion of the contract for such performance in comparable circumstances in the trade concerned unless the circumstances indicate otherwise.

3 If the contract is unique or there are other reasons why no such market price is available, then the parties are treated as having agreed to a reasonable price.


Please cite as: "Commentary to Trans-Lex Principle , http://www.trans-lex.org/929000"
References
Arbitral Awards
ICC No. 7819, Rivista dell‘Arbitrato at 130
Doctrine
Giardina, Andrea, La determinazione del prezzo nei contratti internazionali, Riv. dir. int. e proc. 1993, 283
Marrella, Fabrizio, La nuova lex mercatoria, Principi Unidroit ed usi di contratti des comercio internazionale, CEDAM, Tratto di dritto commerciale e di dritto publico dell‘economia, Volume 30, Padova 2003
Schlechtriem, Peter (ed.), English Commentary on the UN Convention on the International Sale of Goods (CISG), Comment on Art. 55 by Günter Hager, Oxford 1998
Witz, Wolfgang, Der unbestimmte Kaufpreis, Neuwied, Frankfurt a.M. 1989
International Legislation
United Nations Convention on Contracts for the International Sale of Goods (CISG)
Model Laws
Uniform Commercial Code (USA)
National Legislation
Bürgerliches Gesetzbuch - German Civil Code
Contract Law of the People's Republic of China
Czechoslovak International Trade Code
Russian Civil Code
Principles / Restatements
Principles of European Contract Law - PECL
UNIDROIT Principles of International Commercial Contracts
Contract Clauses
1. Fixing the Price by Reference to the Market
Employment Contract
Investing in Employer Securities
The purchase price for the Restricted Shares (...) shall be not less than adequate consideration for such shares of Company Stock on the date the purchase occurs. For this purpose, the "adequate consideration" shall be equal to the greater of (i) the weighted average of the actual sales prices obtained by the Trust in connection with other sales of shares of Company Stock sold on the NASDAQ exchange on the date the sale occurs, and (ii) the volume weighted average price for all shares of X's common stock sold on the NASDAQ for such trading date.
2007
Sales & Purchase Contract
Determined Price
If the Company and the Transferor are unable to agree upon the Determined Price within such period, the Determined Price shall equal the Fair Market Value of the Transferor's Shares (as defined below), as established by an independent qualified appraiser, divided by the number of Shares to be transferred. The "Fair Market Value of the Transferor's Shares" means the cash or cash equivalent price at which those Shares would have changed hands between a willing buyer and a willing seller on the date of the Repurchase Event, both being adequately informed of the relevant facts and neither being compelled to buy or sell (it is the intent of the parties that in determining the Fair Market Value of the Transferor's Shares, all appropriate factors will be considered, including, but not limited to, minority discounts and discounts for lack of marketability) (...)
1995
Purchase Price
The total consideration for the sale and purchase of the Sale Shares shall be {X} (the "Purchase Price"), of which, {X} shall represent the consideration for sale and purchase of the Sale Shares and the remaining {X} shall represent the consideration for the transfer by the Seller of an accounts receivable from the Company, amounting {X} to the Purchaser (...)
1997
Price
The purchase price for the Transfer described in Section X, stated on a per share of Class A Common Stock basis, shall be equal to the market value of a share of Class B Common Stock of the Company on the date that the Transferring Party notifies the Non-Transferring Party of his intent to Transfer (pursuant to Section X hereof). The market value of the Class B share shall be equal to the average of opening and closing values on the day of the aforementioned notice. No premium or discount shall be taken for differences in voting power between the Class A and Class B shares.
1997
Determination of Coal Price for {Year}
At any time during the period between {Month} {Day}, {Year}, and {Month} {Day}, {Year}, but not more than once during such period, Purchaser shall determine the Coal Price for {Year} pursuant to a market price review conducted by Purchaser. The following provisions shall apply to such review and to the determination of the {Year} Price (...). Based on Qualifying Offers, Purchaser shall determine the lowest weighted average delivered cost of coal as of the date on which bids are due ("Lowest Delivered Cost") 1,000,000 tons of coal that Purchaser could purchase from one or more suppliers who have submitted Qualifying Offers (...)
2003
Price
The price per barrel shall be the average of the daily settlement price for "Light Sweet Crude Oil" Prompt Month future contracts reported by the New York Mercantile Exchange (NYMEX) from the first day of the delivery month through and including the last day of the delivery month, including weekends and holidays observed by NYMEX (...)
2008
Purchase Price
The purchase price (the "Purchase Price") shall be equal to the sum of ${X} (...)
2009
Price and Payment Terms
The price shall be an amount between USD525,000 (Five Hundred Twenty-Five Thousand United States Dollars) and a higher amount depending on the company’s business evolution, pursuant to the following conditions: -  As of the Closing date, Buyer shall pay to Sellers USD375,000 (Three Hundred Seventy-Five Thousand United States Dollars) as part payment and execution of the agreement. -  Within 30 (thirty) days after Closing, Buyer shall pay to Sellers US$350,000 (Three Hundred Fifty Thousand United States Dollars) as part payment. -  Any additional payments as stated below will depend on the Net Profits of the Company in fiscal years 2010 and 2011, which end on December 31 each year. -  If the Company’s performance in fiscal years 2010 and/or 2011 is lower than the performance established below, Sellers shall reimburse to Buyer part of the sum received as price upon the Closing, plus interest, as stated below.
2010
Novation Agreement

In consideration of the assignment of the Assets, Assignee is hereby (i) paying to Assignor an aggregate purchase price of {X} Dollars in cash, by wire transfer to an account specified in writing by Assignor, or by such other means as may be agreed by Assignor and Assignee.
2001
Joint Venture
Liquidation
The Liquidation Committee shall determine the reasonable dispose price of the assets of the Joint Venture by reference to the fair market value.
2006
Subconcession
Subject to the terms and conditions herein, the Purchase Price for the grant of the Subconcession namely US$900,000,000 (nine hundred million United Stated dollars) shall be provided by the parties as follows: (a) X and Y shall make or cause to be made by their wholly-owned subsidiaries, capital contributions to X of respectively, US$240,000,000 (two hundred and forty million United Stated dollars) and US$160,000,000 (one hundred and sixty million United States dollars), which sums shall be applied towards the Purchase Price. (b) The balance of the Purchase Price shall be met by means of non-recourse finance arranged by Z on terms acceptable to both parties but failing the ability to arrange such third party finance on acceptable terms, the balance of the Purchase Price shall be provided to Z by X and Y in the same proportion as their capital contributions specified in X above.
2006
2. Determined Price
Employment Contract
Compensation, Bonus and Fringe Benefits
During the Term, the Company will pay Employee as compensation for his services a base salary at the annualized rate of X Dollars, less applicable withholdings (the Base Salary). The Base Salary shall be paid in periodic installments in accordance with the Company’s regular payroll practices. Employee shall be entitled to a discretionary bonus payment for {Year} in the amount of X Dollars, less applicable withholdings (the Bonus). The Company shall pay Employee the Bonus within ten (10) business days after Employee executes (and does not revoke) the Release (as defined below), and the Release becomes effective (the Release Date).
2003
Sales & Purchase Contract
Price
In accordance with the Payment Terms and other conditions of this contract, the Buyer agrees to pay and the Seller agrees to sell the Goods and Services defined in Article X (Description of Works) for the total price of {amount & currency} {Amount in Words}, exclusive of VAT/GST - (International Contracting: Law and Practice - Larry A. DiMatteo - §2.05 A - S. 22)
Purchase and Purchase Price
Under the terms and conditions and in reliance upon the representations, warranties and agreements set forth herein, the Issuer agrees to execute and deliver ${X} aggregate principal amount of the Bonds and the Underwriter agrees to purchase all (but not less than all) of said Bonds at an aggregate Purchase Price of par (...)
1998
Fees and Expenses
In lieu of a discount on the X Bonds, the Company agrees to pay the Underwriter a one-time underwriting fee of $ {X} in immediately available funds on the Initial Closing Date in consideration for its commitments and services hereunder, which fee shall be deemed earned in full upon receipt by the Underwriter and no portion of which shall be refundable for any reason (...)
2005
Fees and Expenses
(...) the Company shall pay a one-time administrative fee estimated at ${X} in immediately available funds on the Initial Closing Date to cover such out-of-pocket costs and expenses (exclusive of fees and expenses of Underwriter's Counsel) through the Initial Closing Date.
2005
Representations
The Parent Company agrees to pay the Underwriter a fee of ${X} in connection with the Underwriter's offering of the Bonds (...)
2005
Consideration
As full payment for the transfer of the Business and Assets from Seller to Buyer, Buyer shall pay to the Seller the sum of One Million Four Hundred Thousand Dollars ($1,400,000.) to be paid at closing in the form of One Million Dollars ($1,000,000.) in certified funds and a promissory note in the amount of Four Hundred Thousand Dollars ($400,000.) "Exhibit B" attached.
2006
Purchase Price
Buyer agrees to purchase the Acquired Assets for X Dollars (as adjusted pursuant to Section X hereof, the "Purchase Price"). The Purchase Price will be payable by Buyer on the Closing Date by wire transfer of immediately available funds to an interest bearing escrow account (the "Escrow Account") with Key Bank National Association (the "Escrow Agent"), pursuant to the terms of an Escrow Agreement in the form attached hereto as Exhibit X (the "Escrow Agreement"). All interest accrued on the Escrow Account will be for the benefit of the Buyer.
2009
Agreement to Sell and Purchase
On the basis of the representations and warranties contained in this Agreement, on the Closing Date the Company shall issue and sell to the Trust, and the Trust shall purchase (the "Purchase") from the Company, 100,000 (one hundred thousand) shares of Series C Preferred Stock, par value $5.00 per share (the "Shares"), with an initial liquidation preference equal to $5 (five dollars) per share ($500,000 (five hundred thousand dollars) liquidation preference in the aggregate), at the purchase price of $500,000 (five hundred thousand dollars), with an understanding that additional and independently sufficient consideration was also furnished by FRBNY in the form of its lending commitment under the Credit Agreement (the "Purchase Price").
2009
Purchase Price
The aggregate purchase price to be paid for the Purchased Assets shall be equal to the sum of (i) {X} Dollars payable in cash at Closing (the Cash Consideration​) subject to adjustment as set forth in Section X; (ii) X shares of Common Stock of Buyer, $ X par value per share (the Buyer Common Stock) (such number of shares of Buyer Common Stock, the Equity Consideration); and (iii) the Earn Out Payment, if any, provided for under Section X (along with the Cash Consideration and the Equity Consideration, collectively, the Purchase Price).
2010
Sale and Purchase
The price of the Product is USD${X} per pound (subject to adjustment in accordance with clauses X) ("Purchase Price") free delivered in X storage facility, Mountain Pass, California ("X Storage Facility") (...)
2010

The purchase price for the Domain Name shall be {X} Dollars ($ {X}) (the Purchase Price), payable as follows: (i) on the Closing Date, Purchaser shall pay to Seller, or its assigns, the sum of {X} Dollars ($ {X}) by wire transfer; (ii) on the Closing Date, Purchaser shall execute a Non-Recourse Secured Promissory Note (the Note) in favor of Seller, or its assigns, in the principal amount of {X} Dollars ($ {X}), in form and substance substantially as set forth in Exhibit X attached hereto.
2011
Purchase Price
In consideration of the grant, bargain, sale, transfer, assignment, conveyance and delivery by Seller and the Subsidiaries of the Purchased Assets to Buyer or a Buyer Designee, and in addition to assuming the Assumed Liabilities, Buyer and/or a Buyer Designee(s) shall pay to Seller or the applicable Subsidiary at the Closing, an aggregate amount equal to {X} dollars ($ X) (the "Purchase Price") in cash by wire transfer of immediately available funds to an account designated by Seller's written instructions to Buyer at least two (2) Business Days prior to the Closing Date.
2011
Purchase Price
In consideration of the Seller's sale, transfer and assignment of the Assets, X shall issue to the Seller, or its assigns, X Million shares of common stock of X (the Shares​), restricted in accordance with Rule 144, and shall pay to Seller the sum of X Thousand Dollars cash (the Purchase Price​).
2011
Purchase Price
Party A and Party B agree that the purchase price for the right to use the Land Parcel, the Building, and the Equipment & Furniture (...) shall be RMB X million (RMB {X}) (the Purchase Price). The purchase price covers: (1) the price for purchase of the land use rights to the Land Parcel and ownership of the Building: RMB X million (RMB {X}); and (2) the price for purchase of the Equipment & Furniture: RMB X (RMB {X}). If the Contract becomes unable to perform or relevant governmental authorities do not approve Party B to take transfer of the Land Parcel and the Building, provided such circumstance is not attributed to Party B, then Party A shall fully refund the payment including any deposit received from Party B.
2011
Purchase Price
Upon the terms and subject to the conditions of this Agreement, in consideration of the aforesaid sale, conveyance, assignment, transfer and delivery to the Company of the Purchased Shares, the Company shall pay to Sellers a price per Purchased Share of ${X}, for an aggregate price of ${X}, in cash, in such amounts set forth on Schedule X hereto in respect of each Seller.
2013
Services Contract
Purchase Order for Customized Goods
(...) The prices stated in the Contract shall be in (currency) and include all royalties, licenses and taxes, other than (example, customs duties) - (International Contracting: Law and Practice - Larry A. DiMatteo - §6.05 A - S. 208).
Compensation
As compensation for the services rendered by the Consultant to the Company during the term of this Agreement, the Company shall pay the Consultant a fee (the Fee) in the amount of US$ {X} per {X}. The Fee shall be payable {X} days after the Company receives an invoice from the Consultant, which invoice shall be based on timesheets approved by the Company. The Consultant shall be responsible for the payment of all of taxes and other charges due in connection with the Consultant's compensation and activities pursuant to this Agreement, including without limitation national, provicial and local income tax, social security tax, unemployment insurance contributions, and any other taxes or business license fees as required.
Simple Consulting Agreement
The rate at which X shall invoice Y shall be {X} (British Pounds) per hour, to be paid in US Dollars at a conversion rate applicable on the date that X invoices Y for services rendered. Such payment shall be deposited into X's Bank {X}; Account Number {X} within {X} days from the date of receipt of an invoice from X.
Compensation
X shall be compensated for all services provided under this Agreement at a monthly rate consisting of actual expenses incurred plus an administrative fee of fifteen percent (15%).
2006
Contract Amount and Payment Methods
Party B undertakes that within {X} days upon the execution of this agreement it will make a one-time payment of $ {X} to the party designated by Party A (unless both parties A and B identify otherwise, the designated party is X).
2006
Fees for the Services; Reimbursement
In consideration for the provision of the Services by the Administrator to the Company, the Company shall pay the Administrator the amounts set forth on Schedule X hereto in accordance with Section Y. In addition, the Company shall reimburse the Administrator for (a) all of the reasonable direct and indirect costs and expenses incurred by the Administrator and its Affiliates in providing the Services and (b) the pro rata portion of the salary and other costs incurred by the Administrator in employing and compensating an internal auditor who will be made available to the Company on a part time basis.
2010
Loan Contract

The X Company, a California corporation ("Company") promises to pay to Y ("Investor"), or its registered assigns, the principal sum of Three Million Dollars ($3,000,000), or such lesser amount as shall equal the outstanding principal amount hereof, together with interest from the date of this Bridge Note on the unpaid principal balance at a rate equal to nine and one-half percent (9 1/2%) per annum, computed on the basis of the actual number of days elapsed and a year of 365 days.
2002
Commitments to Lend
On the Borrowing Date, each Lender severally agrees, on the terms and conditions set forth in this Agreement, to make a single loan to the Borrower in a principal amount which shall not exceed the amount of such Lender's Commitment. The borrowing under this Section shall be in an aggregate principal amount of ${X} or any larger multiple of ${Y} and shall be made from the Lenders ratably in proportion to their respective Commitments (...)
2011
Commitment Fee
Borrower shall pay to Bank: A fully earned, non-refundable commitment fee of {X} Dollars (${X}), on the Effective Date (...)
2012
Commitment
(...) The initial Loan (the Initial Loan) shall be in the principal amount of {X} Dollars and shall be made on the Effective Date following satisfaction of the conditions precedent set forth in Sections X. A second and third Loan, each in the principal amount of {X} Dollars, shall be made on such Borrowing Dates as may be requested by the Borrower, subject to the satisfaction of the conditions precedent set forth in Section X. Amounts repaid or prepaid in respect of any Loans may not be reborrowed.
2012
Bankruptcy Agreement
Payments by X
(...) X shall make two payments to an escrowholder (the Escrowholder) designated in the Plan, calculated as follows (...) X shall pay to the Escrowholder exactly {X} Dollars and {Y} Cents ($X), to fund partially an account (the Senior Claims Account) for the payment in full of those Senior Claims (the Primary Senior Claims) allowed by a Final Order of the Bankruptcy Court (...)
2005
Asset Transfer Agreement
Consideration
On the terms and subject to the conditions herein, the aggregate consideration for the Stock Purchase (the "Purchase Price") shall be (...) cash in an amount equal to the sum of (...) the DIP Amount, less the amounts thereof that are due or payable to Purchaser as a lender under the DIP Loan Agreement (...) the amount of unpaid Reimbursable Professional Fees (...)
2008
Method and Schedule for Payment
The total consideration of this transfer is US$ in an amount equivalent to RMB X million (Purchase Price). The Purchase Price shall be paid as follows (...)
2009
Joint Venture
Total Investment, Registered Capital, Increase Investment, Loans and Debts
The total investment of the Joint Venture shall be RMB ¥ 50,000,000. The investment shall be paid into two phases as follows: the first payment, that is RMB ¥ 30,000,000, shall be paid in 2006 and the second part of total investment, RMB ¥ 20,000,000 shall be paid in 2007.
2007
3. Determinable Price
Employment Contract
Plan Loans
All loans must bear a reasonable rate of interest. The interest rate must be one a bank or other professional lender would charge for making a loan in a similar circumstance.
1995
Sales & Purchase Contract
Price
The price for Products is subject to adjustment in accordance with the Price Adjustment Formula - (International Contracting: Law and Practice - Larry A. DiMatteo - §2.05 A - S. 22).
Contract Price and Payments
In the case where Platt quotations cease to be available, the Parties shall use Petroleum Argus quotations for crude oil quotations. In case when Petroleum Argus quotations also cease to be available, the Parties shall in good faith enter into negotiations and use their reasonable endeavours to agree upon another appropriate quotation for the purpose of the Contract Price calculation similar to Platt or Petroleum Argus or another method of establishing the Contract Price (...) for the purpose of this Contract, Platt shall mean a set of quotations relevant to the subject of this Agreement published by McGraw-Hill Companies, Inc., and (b) Petroleum Argus shall mean a set of quotations relevant to the subject of this Contract, published by Argus Media Group.
2002
Buyer's Deliveries
Buyer shall, at or prior to the Closing (...) pay to Seller the full amount of the Purchase Price (plus any additional funds necessary to pay Buyer's share of closing costs and prorations, as hereinafter set forth) by wire transfer of immediately available funds (...)
2004
Fees and Expenses
The Company also agrees to pay to the Underwriter all reasonable out-of-pocket costs and expenses of the Underwriter incurred in connection with the issuance and sale of the Series X Bonds and the preparation, execution, delivery and enforcement of this Bond Purchase Agreement, the Official Statement, the Indenture, the Lease Agreement, the Bonds and any other documents contemplated to be delivered in connection herewith or therewith, including, without limitation, the reasonable fees and expenses of counsel to the Underwriter ("Underwriter's Counsel") (...)
2005
Price Provision
X Company reserves the right to modify the price of this contract following an increase or decrease based on transportation costs. Price adjustments will be made on the effective date of the change.
2008
Sale and Purchase of Notes and Warrants
Subject to the terms and conditions of this Agreement, Purchaser agrees to purchase at the Closing, and the Company agrees to sell and issue to Purchaser, at the Closing, in each case as provided for in Article X, the Notes and Warrants for the aggregate purchase price of ${X}. The Company and Purchaser shall endeavor in good faith to agree, as soon as reasonably practicable, to an allocation of the purchase price hereunder between the Notes and Warrants. The Notes shall be convertible into shares of Common Stock as provided for in the Notes, and each Warrant shall be exercisable for shares of Common Stock as provided for in the Warrant.
2013
Services Contract
Open Price
(...) prices are automatically subject to change when factory costs are increased (...) (1) to the extent of any increase of factory invoice costs; (2) to the extent of any increase in duty charges; and (3) to the extent of increases in insurance, freight, handling, broker and port fees, or other similar charges. Increases to duty or factory invoice costs shall be adjusted as they occur. Increases to all other charges shall be adjusted at the commencement of each calendar year - (International Contracting: Law and Practice - Larry A. DiMatteo - §2.03 A - S. 16).
Quotations non binding
Quotations as to fees, rates of duty, freight charges, insurance premiums or other charges are for informational purposes only and are subject to change without notice unless the Company in writing soecifically undertakes the transportation of the shipment at the specified rate - (International Contracting: Law and Practice - Larry A. DiMatteo - §7.12 - S. 252).
Fees; Expenses
The Pledgor will pay to the Collateral Agent and the Securities Intermediary in accordance with the terms of the Fee Letter attached hereto as Exhibit {X} hereto (the "Fee Letter") compensation for all services rendered by the Collateral Agent and the Securities Intermediary hereunder. In addition, the Pledgor will upon demand pay to the Collateral Agent and the Securities Intermediary the amount of any and all reasonable fees and expenses, including the reasonable fees and expenses of their respective counsel and of any experts and agents, which the Collateral Agent and the Securities Intermediary may incur in connection with (...)
2005
Definitions
Net Selling Price shall mean the Selling Price for each Licensed Product in the form in which it is Sold, whether or not assembled and without excluding therefrom any components or sub-assemblies thereof which are included with such Licensed Product but deducting therefrom only the following items, to the extent actually included in the Selling Price paid by the customer and separately stated in the invoice: (i) Packing costs, (ii) costs of insurance and transportation and (iii) import, export, excise, sales and value added taxes and custom duties (...) imposed directly upon the Sale of such Licensed Product, provided, that in no case shall such deductions result in more than a X percent reduction from the Selling Price.
2006
Compensation
The Borrower agrees to pay to the Collateral Agent as fees for its services under this Agreement and the other Loan Documents such amounts as shall be agreed in writing between the Borrower and the Collateral Agent.
2009
Construction & O&M Contract
Price
(...) The price calculation mirrors the fuel revenue reimbursement in the Power Purchase Agreement, such that the project economics are not significantly impacted by fluctuations in the price of fuel (...)
Contract Price and Terms of Payment
(...) The Contract Price shall be firm and fixed on a lump-sum basis throughout the Contract period and deemed to include and cover all costs, overheads, fees, escalation, provisions, obligations and liabilities of every description and whatever kind, and all risks of every kind (...)
1997
Contract Price Adjustment
In case that difference (...) are found (...) the Contract Price adjustment shall be applied to the excess portion beyond indicated limits according to the following formula (...)
1998
Loan Contract
Letter of Credit Fee
Borrower shall pay to Bank (...) Bank's customary fees and expenses for the issuance or renewal of Letters of Credit, including, without limitation, a letter of credit fee of two percent (2.00%) per annum of the Dollar Equivalent of the face amount of each Letter of Credit issued, upon the issuance of such Letter of Credit, each anniversary of the issuance during the term of such Letter of Credit, and upon the renewal of such Letter of Credit by Bank (...)
2011
Letter of Credit Fee
The Borrower agrees to pay to the Lender a letter of credit fee (the "LC Fee") for procuring the Letter of Credit. The LC Fee shall accrue from the Effective Date to the date the Letter of Credit is surrendered for cancellation and shall, for each day, be equal to 10% per annum on the undrawn LC Face Amount on such day (...)
2012
Asset Management Agreement
Investment Management Services Fees and Performance-based Bonuses and Rebates
Party A shall pay to Party B, and Party B is entitled to receive, such investment management service fees and performance bonus fees as provided under this Agreement. Party B shall rebate a portion of its fees according to its performance, and Party A is entitled to receive such rebate, pursuant to the provisions of the Agreement.
2003
Merger Agreement
Adjustment to Per Share Merger Price
If at any time during the period between the date hereof and the Effective Time there shall be any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Company Common Stock), cash dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to Company Common Stock, the Per Share Merger Price shall be appropriately adjusted by Parent to reflect the effect thereof.
2013
Joint Venture
Total Investment and the Registered Capital
The Chinese Parties are hereby granting to X, subject to approvals by relevant PRC government, the right to acquire up to their entire 49% of shareholding of the Joint Venture, at such time as agreed upon by the Chinese Parties. The consideration for this acquisition shall be determined by the Parties acting in good faith, and based upon a valuation performed by an independent valuator satisfactory by all the Parties.
2006
4. Contents of Contract Price
Sales & Purchase Contract
Taxes Term
The Contract Price includes all {home country} taxes. The Contract Price does not include, and the Seller and its {foreign country} subcontractors or its assignees or their employees (hereinafter referred to as Contractor-Taxpayers) shall have no responsibility for paying the cost of any {foreign country} taxes presently in effect or in effect after the date of this Contract with respect to events relating to or arising out of this Contract, including but not limited to custom duties, corporate or personal income taxes or withholding taxes, gross receipts, use, stamp, transfer, and value added taxes (VAT), excise taxes, or any other assessments or taxes of any kind. Any such {foreign country} taxes paid by the Seller shall result in an increase of the Contract Price by an equivalent amount - (International Contracting: Law and Practice - Larry A. DiMatteo - §3.05 - S. 62).
Services Contract
Royalty Payments
The Royalty Rate shall be 5%. The licensee shall pay a sum equal to the Royalty Rate of all net sales by the licensee of the Licensed Product. The term net sales shall mean gross invoice price billed customers, less actual quantity discounts and actual returns (actual returns not to exceed 5%). No deductions are to be made for non-collectible accounts or costs incurred in the manufacture, marketing, advertisement or sale of the Licensed Product.
Contract Amount and Payment Methods
Party B, as the exclusive advertising agent for X, undertakes to make a certain amount of annual payments to Party A for the advertising agency fee, specifically as follows: from {X} to {X}, 20XX, a payment(s) of $ {X} has to be made. In the successive years, there is an increment of 15% every year until it reaches $ {X} by {X}, 20XX; from {X}, 20XX to {X}, 20XX, Party B must ensure that it pays $ {X} annually to Party A as the bottom-line of advertising agency fee; if the annual advertising sales totals exceed $ {X} the exceeding portion is to be allocated at the ratio of 3:7 between Party A and Party B. The payment for the allocated exceeding portion from each calendar year is to be made on the fifteenth business day of the following year.
2006
Compensation and Expenses
The Servicer shall pay to the Collateral Agent, from time to time (i) compensation for its services hereunder for administering the Vehicle Collateral as the Collateral Agent and the Servicer shall from time to time agree in writing, and (ii) all reasonable out-of-pocket costs and expenses of the Collateral Agent (including reasonable fees and expenses of counsel) (A) arising in connection with the preparation, execution, delivery, or modification of this Agreement and/or the enforcement of any of the provisions hereof or (B) incurred in connection with the administration of the Vehicle Collateral, the sale or other disposition of the Vehicle Collateral pursuant to any Related Document and/or the preservation, protection or defense of the Collateral Agent's rights under this Agreement and in and to the Vehicle Collateral.
2010
Loan Contract
Payment - Fixed Interest Rate
The principal, together with all accrued interest on this Note shall be payable on the Maturity Date (the Note Payment​). This Note shall be payable by certified or bank cashier's check or by wire transfer of immediately available funds to an account designated by Holder in writing. Unless otherwise agreed or required by applicable law, all payments will be applied first to any charges, costs, expenses or late fees then owed to Holder, next to unpaid accrued interest, with any balance applied to principal. Commencing the date hereof, this Note shall accrue interest on the unpaid principal from time to time outstanding at a rate of 0.35% per annum. Accrued interest shall be due and payable concurrently with the Note Payment. In addition, accrued interest shall be due and payable upon any prepayment (to the extent thereof), at the maturity hereof (whether by acceleration or otherwise) and, thereafter, upon demand.
2011
A project of CENTRAL, University of Cologne.