Material Consideration Sample Clauses

Material Consideration. THE PARTIES ACKNOWLEDGE THAT THE FOREGOING LIMITATIONS ARE A MATERIAL CONDITION FOR THEIR ENTRY INTO THIS AGREEMENT.
Sample 1Sample 2Sample 3See All (6)
AutoNDA by SimpleDocs
Material Consideration. The Parties acknowledge and agree that the Institutional Investors’ entry into, and performance of their obligations under, this Institutional Investor Agreement is a material part of the consideration for entry by Bank of America and Countrywide into the Settlement Agreement.
Sample 1Sample 2Sample 3See All (5)
Material Consideration. Contractor acknowledges and agrees that Contractor’s and its employees’, agents’ and subcontractors’ compliance with this confidentiality Section is a material consideration to DIRECTV in entering into this Agreement and the relationship hereby created.
Sample 1Sample 2Sample 3See All (5)
Material Consideration. Seller has given Buyer material concessions regarding this transaction in exchange for Buyer agreeing to the provisions of Section 8.4 and Section 8.5 and Seller’s acceptance of a sales price in the amount of the Purchase Price reflects the provisions of Section 8.4 and Section 8.5 so given to Seller by Buyer. Seller and Buyer each have initialed Section 8.4 and Section 8.5 to further indicate their awareness and acceptance of each and every provision hereof. The provisions of Section 8.4 and Section 8.5 shall survive the Closing and shall not be deemed merged into any instrument or conveyance delivered at the Closing.
Sample 1
Material Consideration. All persons who shall become Owners of any portion of the Community acknowledges that the provisions and enforceability of this Club Declaration were a material consideration in the initial conveyance by Declarant of such real property to the Owner (or his/her predecessor in title) and that Declarant would not have made such conveyance had this Club Declaration not been included and enforceable as provided for herein. Each Owner acknowledges that the Declarant is investing substantial sums of money and time in operating the Club Facilities as an integrated enhancement in the Community, and the Club Owner may receive a pecuniary benefit from the Club.
Sample 1
Material Consideration. Contractor acknowledges and agrees that Contractor’s and its employees’, agents’ and subcontractors’ compliance with this confidentiality Section is a material consideration to DIRECTV in entering into this Agreement and the relationship hereby created. 24. Limitations on Damages. CONTRACTOR AND DIRECTV AGREE THAT THERE WILL NOT BE ANY LIABILITY TO THE OTHER FOR ANY LOST PROFITS, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 25.
Sample 1
Material Consideration. Buyer acknowledges that all of its agreements set forth in this Agreement (not just its agreement to pay the Acquisition Price), including but not limited to its agreements set forth in ARTICLE 7, are material consideration for Seller's agreement to the terms of this Agreement and but for those agreements Seller would not agree to the terms of this Agreement. Seller acknowledges that all of its representations, warranties, covenants and agreements set forth in this Agreement (not just its agreement to convey the Property), are material consideration for Buyer's agreement to the terms of this Agreement and but for those representations, warranties, covenants and agreements Buyer would not agree to the terms of this Agreement. EXECUTED as of the dates listed below. BUYER:
Sample 1
AutoNDA by SimpleDocs
Material Consideration. Buyer acknowledges that all of its agreements set forth in this Agreement (not just its agreement to pay the Acquisition Price), including but not limited to its agreements set forth in ARTICLE 7, are material consideration for Seller's agreement to the terms of this Agreement and but for those agreements Seller would not agree to the terms of this Agreement. Seller acknowledges that all of its representations, warranties, covenants and agreements set forth in this Agreement (not just its agreement to convey the Property), are material consideration for Buyer's agreement to the terms of this Agreement and but for those representations, warranties, covenants and agreements Buyer would not agree to the terms of this Agreement. EXECUTED as of the dates listed below. BUYER: WINDROSE MEDICAL PROPERTIES, L.P. A Virginia limited partnership BY: /s/ O. B. McCoin ---------------------------------------------------- XXXLE: Executive Vice President ------------------------------------------------- DATE: -------------------------------------------------- SELLER: PARK MEDICAL ASSOCIATES, LLC A NORTH CAROLINA LIMITED LIABILITY COMPANY BY: P-51 Associates, a North Carolina general partnership TITLE: Manager By: Diane Brackett Company, Inc., a North Carolina corporation Xxxxx: Xxxaging partner By: /s/ Diane B. Rivers -------------------------------------- Title: CEO DATE: ------------------------------------
Sample 1
Material Consideration. This exploration commitment is material consideration for Buyer to make this Agreement. If Seller fails to meet its exploration commitment, Buyer has all remedies available at law or in equity except as limited by Section 13.10.
Sample 1

Related to Material Consideration

  • Initial Consideration On the Effective Date, Retrocessionaire shall reimburse Retrocedant for one hundred percent (100%) of any and all unearned premiums paid by Retrocedant under such Inuring Retrocessions net of any applicable unearned ceding commissions paid to Retrocedant thereunder.

  • Additional Consideration Retrocessionaire agrees to pay under the Inuring Retrocessions all future premiums Retrocedant is obligated to pay pursuant to the terms of the Inuring Retrocessions to the extent that such premiums are allocable to Retrocessionaire in the manner set forth in Exhibit E hereto, and not otherwise paid by Retrocessionaire and to indemnify Retrocedant for all such premiums paid directly by Retrocedant, net of any ceding commissions and similar amounts paid by Third Party Retrocessionaires to Retrocedant.

  • Closing Consideration The closing consideration shall be delivered at the Closing as follows:

  • Additional Considerations For each mediation or arbitration:

  • Total Consideration The aggregate consideration (the "Consideration") payable by the Surviving Partnership in connection with the merger of the Merged Partnership with and into the Surviving Partnership shall be $8,275,000, subject to adjustments at Closing pursuant to Section 3.9 and costs paid pursuant to Section 3.10(c) and Section 3.11, plus the amount of any tax or other reserves held by the Existing Lender (hereinafter defined).

  • Transaction Consideration The Transaction Consideration;

  • Acquisition Consideration As consideration for the sale of the Company Membership Interests of the Sellers to Buyer, Buyer shall immediately issue and deliver to Sellers that number of shares (rounded upward to the nearest whole share) of Buyer’s voting common stock, par value $0.001 per share (the “Buyer Common Stock”) as set forth in Schedule 2.02. The issuance and delivery of the Acquisition Shares is intended to be exempt from the registration requirements of the Securities Act pursuant to 4(2) thereof and Rule 506 of Regulation D promulgated thereunder; and exempt from the registration or qualification requirements of any applicable state securities laws. As a result, the Acquisition Shares may not be offered, sold, or transferred by the holder thereof until either a registration statement under the Securities Act or applicable state securities laws shall have become effective with regard thereto, or an exemption under the Securities Act and applicable state securities laws is available with respect to any proposed offer, sale or transfer.

  • Sole Consideration Employee and the Company agree and acknowledge that the sole and exclusive consideration for the Incentive Payments is Employee’s forbearance as described in subsection 7(h)(iii) above. In the event that subsection 7(h)(iii) is deemed unenforceable or invalid for any reason, then the Company will have no obligation to make Incentive Payments for the period of time during which it has been deemed unenforceable or invalid. The obligations and duties of this subsection 7(h) shall be separate and distinct from the other obligations and duties set forth in this Agreement, and any finding of invalidity or unenforceability of this subsection 7(h) shall have no effect upon the validity or invalidity of the other provisions of this Agreement.

  • No Additional Consideration For the avoidance of doubt, the transfer of any Assets under this Section 2.8 shall be effected without any additional consideration by either party.

  • Stock Consideration 3 subsidiary...................................................................53

Time is Money Join Law Insider Premium to draft better contracts faster.