CERTAIN CONSIDERATIONS Sample Clauses

CERTAIN CONSIDERATIONS. The Purchasers acknowledge that they are aware of the risks inherent in an investment in the Company and specifically the risks of an investment in the Convertible Notes, and that they are capable of bearing a complete loss of such investment. In connection with and in furtherance of the foregoing, each Purchaser further acknowledges that he or it is aware that (i) the Company currently contemplates growth through an acquisition strategy, and that there can be no assurance that such acquisition strategy will be successfully implemented, (ii) the Company will incur costs in connection with pursuing such acquisition strategy, whether or not any such acquisitions are completed, (iii) dilution may result in the event that acquisitions are completed by issuing stock in the Company as consideration, in whole or in part, for such acquisitions, and (iv) there can be no assurance of the future viability or profitability of the Company, nor can there be any assurance relating to the current or future price of the Company's Common Stock.
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CERTAIN CONSIDERATIONS. No Disaster Recovery Service Credit shall be owed if and to the extent any Disaster Recovery Service Failure is directly attributable to the following: (a) acts or omissions of Company or its Third Party Vendor; (b) changes made by Company to Company’s operating environment, unless Provider has been given reasonable notice of such changes; or (c) Company’s prioritization of available resources provided by Provider or required of Company pursuant to the Agreement. Charges Schedule
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CERTAIN CONSIDERATIONS. The Purchasers acknowledge that they are aware of the risks inherent in an investment in the Company and specifically the risks of an investment in the Notes, and that they are capable of bearing a complete loss of such investment. In connection with and in furtherance of the foregoing, each Purchaser further acknowledges that it has received and carefully reviewed the Private Placement Memorandum (including the Risk Factors contained therein) relating to the Notes, and that it is aware that (i) the Company currently contemplates growth through an acquisition strategy, and that there can be no assurance that such acquisition strategy will be successfully implemented, (ii) the Company will incur costs in connection with pursuing such acquisition strategy, whether or not any such acquisitions are completed, (iii) dilution may result in the event that acquisitions are completed by issuing stock in the Company as consideration, in whole or in part, for such acquisitions, and (iv) there can be no assurance of the future viability or profitability of the Company, nor can there be any assurance relating to the current or future price of the Company's Common Stock.
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CERTAIN CONSIDERATIONS. System agreements contain a number of considerations not otherwise encountered in a software license agree- ment.[1] Many of these considerations address the contractual assumption of risk, as between the user and vendor, of third-party system components. Three such areas are 1) acceptance testing; 2) post-acceptance performance war- ranty; and 3) indemnification. [FN1] See, generally, §§ 18:1 et seq.
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CERTAIN CONSIDERATIONS. ... 19 Potential Adverse Effects of the Proposed Amendments on Non-Tendering Holders of Notes.................. 19 Potential Adverse Effects of Tender Offers on Market for Notes Not Tendered............................. 20
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CERTAIN CONSIDERATIONS. ‌ In deciding whether to participate in the Tender Offer, each Holder should consider carefully, in addition to the other information contained in or incorporated by reference in this Offer to Purchase and in press releases related to this Tender Offer, the following: No Recommendation None of the Offeror or its board of directors, the Dealer Manager, the Depositary and Information Agent or the Fiscal Agent for the Notes makes any recommendation to any Holder whether to tender or refrain from tendering any or all of such Xxxxxx’s Notes, and none of them has authorized any person to make any such recommendation. Holders are urged to evaluate carefully all information in the Offer Documents, consult their own investment and tax advisors and make their own decisions whether to tender Notes. Limited Trading Market for the Notes Historically, the trading market for the Notes has been limited. To the extent that Notes are tendered and accepted in the Tender Offer, the trading market for the Notes will likely become further limited. A bid for a debt security with a smaller outstanding principal amount available for trading (a smaller “float”) may be lower than a bid for a comparable debt security with a greater float. Therefore, the market price for and liquidity of Notes not tendered or tendered but not purchased may be affected adversely to the extent that the principal amount of Notes purchased pursuant to the Tender Offer reduces the float. The reduced float also may tend to make the trading price more volatile. Holders of Notes that are not tendered and accepted for purchase may attempt to obtain quotations for their Notes from their brokers; however, there can be no assurance that an active trading market will exist for the Notes following consummation of the Tender Offer. The extent of the public market for the Notes following consummation of the Tender Offer will depend upon a number of factors, including the size of the float, the number of Holders remaining at such time, and the interest in maintaining a market in the Notes on the part of securities firms. None of the Offeror, the Dealer Manager or the Depositary and Information Agent has any duty to make a market in any remaining Notes. Responsibility for Complying with the Procedures of the Tender Offer Holders are responsible for complying with all of the procedures for tendering Notes for purchase pursuant to the Tender Offer as set out in this Offer to Purchase. In particular, the deadlines set by ...
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CERTAIN CONSIDERATIONS. 29 5.8 Expenses.......................................................................................30 5.9
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CERTAIN CONSIDERATIONS. The Members shall work in good faith to avoid adverse consequences affecting any potential transaction as a result of tax liabilities, sensitive disclosures, conflicts of interest or similar issues arising as a result of the involvement of Trident, Enstar or the CW Members in any investment made by the Master SPV in a Targeted Business or pursuant to Section 5.6(b). In the event such adverse consequences cannot be avoided or substantially mitigated, the relevant party shall consider withdrawing from participation in such investment.
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CERTAIN CONSIDERATIONS. In making grants under subsection (a), the Secretary shall—(A) equitably allocate such assistance among the principal geographic regions of the United States; (B) consider the extent to which the public entity involved has a need for the grant; and (C) in the case of any public entity that is a political subdivision of a State or that is an Indian tribe or tribal organization— (i) shall consider any comments regarding the application of the entity for such a grant that are received by the Secretary from the State in which the entity is located; and (ii) shall give special consideration to the entity if the State agrees to provide a portion of the non-Federal contributions required in subsection (c) regarding such a grant.
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Related to CERTAIN CONSIDERATIONS

  • Special Considerations Special considerations in determining allowability of compensation will be given to any change in a non-Federal entity's compensation policy resulting in a substantial increase in its employees' level of compensation (particularly when the change was concurrent with an increase in the ratio of Federal awards to other activities) or any change in the treatment of allowability of specific types of compensation due to changes in Federal policy.

  • General Considerations a. All reports, drawings, designs, specifications, notebooks, computations, details, and calculation documents prepared by Vendor and presented to the Board pursuant to this Agreement are and remain the property of the Board as instruments of service.

  • Other Considerations A. Changes to an Approved Scope of Work: The Recipient shall notify FEMA and shall require a sub-recipient to notify it immediately when a sub-recipient proposes changes to an approved scope of work for an Undertaking.

  • MEMO OF CONSIDERATION RECEIVED on the day month and year first above written of and from the within named Purchasers the within mentioned sum of Rs. /- (Rupees only)paid as and by way of full consideration in terms of these presents. Sl. No. Details Amount (Rs) 1 By cheque no. dated 2 By cheque no. dated 3 By cheque no. dated 4 By cheque no. dated 5 By cheque no. dated 6 TDS ( ) 7 By cheque no. dated TOTAL (RUPEES ONLY) WITNESSES:

  • The Consideration 2.1 The Borrower agrees, as consideration for the Loan, to:

  • Financial Considerations 5.1 In the event aggregate funding provided to SCDDO from county, state and/or federal sources is reduced or in any way becomes insufficient to fund this Agreement, the obligations of both SCDDO and the CSP must thereupon be: (1) reduced on a pro rata basis, or (2) renegotiated or terminated, provided that any termination of this Agreement must be without prejudice to any obligations or liabilities of the parties accrued prior to the termination.

  • Other Consideration As additional consideration, Purchaser shall also assume the Assumed Liabilities at the time of Closing.

  • OPTION CONSIDERATION As consideration for this Option to Purchase Agreement, the Buyer/ Tenant shall pay the Seller/Landlord a non-refundable fee of Dollars ($ ), receipt of which is hereby acknowledged by the Seller/Landlord. This amount shall be credited to the purchase price at closing if the Buyer/Tenant timely exercises the option to purchase, provided that the Buyer/Tenant: (a) is not in default of the Lease Agreement, and (b) closes the conveyance of the Property. The Seller/Landlord shall not refund the fee if the Buyer/Tenant defaults in the Lease Agreement, fails to close the conveyance, or otherwise does not exercise the option to purchase.

  • Payment of Consideration The Purchaser shall, following receipt of the Final Order and immediately prior to the Effective Time, provide (i) the Depositary with sufficient funds to be held in escrow (the terms and conditions of such escrow to be satisfactory to the Company and the Purchaser, acting reasonably) to satisfy the aggregate Consideration payable to the Shareholders, and (ii) the Company with the Funding Loan to satisfy the required payments under the Arrangement to the holders of Options, all as provided in the Plan of Arrangement.

  • Tax Considerations The Company has advised Recipient to seek Recipient’s own tax and financial advice with regard to the federal and state tax considerations resulting from Recipient’s receipt of the Award and Recipient’s receipt of the Shares upon Settlement of the vested portion of the Award. Recipient understands that the Company, to the extent required by law, will report to appropriate taxing authorities the payment to Recipient of compensation income upon the Settlement of RSUs under the Award and Recipient shall be solely responsible for the payment of all federal and state taxes resulting from such Settlement.

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