Consideration Clause Samples
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Consideration. The purchase price (the “Purchase Price”) shall be comprised of (i) the assumption of the Assumed Liabilities, (ii) an amount equal to U.S. Four Hundred Million Dollars ($400,000,000.00) (the “Cash Purchase Price”), further subject to adjustment as provided in Section 2.6.3, and (iii) if applicable, an annual cash participation payment as provided in Section 2.6.4 (each, a “Participation Payment”). At the Closing, the Buyer shall (a) pay to the Seller an amount equal to $200,000,000 plus or minus, as the case may be, an amount equal to the Closing Date Proration Adjustment, as determined in accordance with Section 2.6.3.3(a), plus an amount equal to the Estimated Hydrocarbon Inventory Value associated with the products and intermediates inventory covered by Schedule 2.6.3.2, as determined in accordance with Section 2.6.3.3(b) (collectively, the “Closing Payment”), and (b) deliver to the Seller a Promissory Note in the amount of $200,000,000 and in the form attached hereto as Exhibit A (the “Promissory Note”). The Buyer shall pay to the Seller the Closing Payment in cash at the Closing by wire transfer of immediately available funds in U.S. dollars to a bank account specified in writing by the Seller to the Buyer at least two (2) Business Days prior to the Closing Date. On the 10th day following the Closing, the Buyer shall pay to the Seller an amount equal to the Estimated Hydrocarbon Inventory Value associated with the raw materials/feedstocks inventory covered by Schedule 2.6.3.2, as determined in accordance with Section 2.6.3.3(b) (the “Feedstock Payment”). The Feedstock Payment shall be made by wire transfer of immediately available funds in U.S. dollars to the bank account specified in writing by the Seller in connection with the Closing Payment. All post-Closing payments under Section 2.6.3, whether payable by the Buyer or the Seller, shall include an amount for interest from the Closing Date to, but excluding, the date of payment at a rate of 4% per annum on the net amount of adjustments as provided in Section 2.6.3.
Consideration. In consideration of the mutual covenants and agreements contained in the Agreement and for other good and valuable consideration, the receipt and sufficiency of which are expressly acknowledged, the Province and the Recipient agree as follows:
Consideration. In consideration for Employee’s execution of this Confidential Agreement and General Release (“Agreement”) and compliance with its terms, and in accordance with Section 5(e) of the Employment Agreement, Employer agrees to provide Employee with the following:
(i) A payment to equal to one (1) times the Executive’s then current annual Total Cash Compensation as severance pay. This severance pay shall be paid in substantially equal monthly installments (or such other frequency consistent with the Company’s payroll practice then in effect for active employees at the executive level) over a period of twelve (12) months, commencing no later than thirty (30) days after the Executive’s separation from service by the Company without Cause, except as otherwise provided in this Agreement. For avoidance of doubt, the above referenced payments shall be made in accordance with the amounts and dates set forth on Schedule 2, attached hereto.
(ii) To the extent that the Employee qualifies for, complies with the requirements of and otherwise remains eligible for continuation of his health care insurance benefits under COBRA, and payment of COBRA premiums is permitted under applicable laws and regulations, the Employer shall pay the COBRA premiums until the earlier of (A) such time as Employee obtains alternative employment and becomes eligible for health insurance through his new employer and (B) eighteen (18) months following the date of his separation from service.
(iii) The vesting period for any unvested options, shares of restricted stock, or other rights to purchase equity securities of the Employer, or its subsidiaries, or respective affiliates (collectively, the “Award Shares”) that were previously awarded to Employee pursuant to any Plan shall be accelerated, and any unvested Award Shares awarded to Employee shall become fully vested effective immediately prior to the effective date of Employee’s separation from service.
(iv) In addition, the exercise period for Employee to exercise any Award Shares shall be extended one (1) additional year beyond the date Employee’s right to exercise would expire absent this Agreement.
(v) Employer shall take all steps reasonably available to it to have the Board of Directors of TerreStar Corporation issue a resolution acknowledging Employee’s contributions to the development of Employer and its affiliates and subsidiaries.
Consideration. The Parties agree that the Publisher’s agreement to its contractual obligations in this Agreement in respect of its efforts in considering publishing and promoting the Contribution and the Work is good and valuable consideration for the rights granted and obligations undertaken by the Author under this Agreement, the receipt, validity and sufficiency of which is hereby acknowledged by the Author. The Parties expressly agree that no royalty, remuneration, licence fee, costs or other moneys whatsoever shall be payable to the Author. The Publisher and the Author each have the right to authorise collective management organisations (“CMOs”) of their choice to manage some of their rights. Reprographic and other collectively managed rights in the Contribution (“Collective Rights”) have been or may be licensed on a non-exclusive basis by each of the Publisher and the Author to their respective CMOs to administer the Collective Rights under their reprographic and other collective licensing schemes (“Collective Licences”). Notwithstanding the other provisions of this Clause, the Publisher and the Author shall each receive and retain their share of revenue from use of the Contribution under Collective Licences from, and in accordance with, the distribution terms of their respective CMOs. To the fullest extent permitted by law, any such revenue is the sole property of the Publisher and the Author respectively and, if applicable, the registration and taxation of that revenue is the sole responsibility of the respective recipient party. The Publisher and the Author shall cooperate as necessary in the event of any change to the licensing arrangements set out in this Clause. The Publisher has the sole right to determine whether to publish any subsequent edition of the Work containing an updated version of the Contribution, but only after reasonable consultation with the Author. Once notified by the Publisher that an update of the Contribution is deemed necessary, the Author agrees to deliver an updated manuscript in accordance with the terms of the Clause "The Author's Responsibilities" and the other relevant provisions of this Agreement, together with the material for any new illustrations and any other supporting content including media enhancements, within a reasonable period of time (as determined by the Publisher) after such notification. Substantial changes in the nature or size of the Contribution require the written approval of the Publisher at its sole discretion...
Consideration. In consideration of the foregoing, and of the promises and facts set forth herein, the Parties desire to settle and resolve all claims, disputes, and obligations relating to the above-listed alleged violations and voluntarily agree to resolve this matter by means of this Settlement Agreement. In order to resolve the violations described herein, ▇▇▇▇▇▇▇ has taken, or agrees to take, the actions enumerated below within the Terms and Conditions. Further, CARB accepts this Settlement Agreement in termination and full settlement of this matter.
Consideration a. Per the Interlocal Cooperation Act, Texas Government Code, § 791.025, or other applicable law, the DIR Customer satisfies the requirement to seek competitive bids for the purchase of goods and/or services.
b. DIR agrees to allow DIR Customer to procure information resources technologies through existing Vendor contracts and Vendor contracts that DIR may enter into during the term of this interlocal cooperation contract, in accordance with specifications submitted through purchase orders from Customer. All DIR Vendor contracts shall be made available to the DIR Customer via the DIR Internet web site. DIR Customers utilizing the Cooperative Contracts shall issue a Purchase Order directly to the relevant Vendor. DIR Customers utilizing a DIR Contract for which DIR is the fiscal agent, the DIR Customer’s Purchase Order shall be issued to DIR.
c. DIR Customer agrees to notify DIR of any substantial problems in quality or service in relations with a vendor under a DIR vendor contract.
Consideration. The grant of the Restricted Stock Units is made in consideration of the services to be rendered by the Participant to the Company.
Consideration. As consideration for the Acquired Assets, RS&T shall (i) assume the Assumed Liabilities and (ii) pay to UCC an amount equal to One Million Seven Hundred Twenty-Five Thousand Dollars ($1,725,000) plus the amount negotiated between UCC and RS&T for the purchase of Inventory included in the Acquired Assets (the “Consideration”), as follows:
(a) on or before December 15, 2016, RS&T shall pay a closing deposit of Eight Hundred Sixty-Two Thousand Five Hundred Dollars ($862,500) (“Closing Deposit”), representing fifty percent (50%) of the Consideration. For the Closing Deposit, UCC shall apply the cash deposit of Five Hundred Thousand Dollars ($500,000) that RS&T previously paid to UCC under that certain Deposit Agreement dated as of November 13, 2015, and RS&T shall pay Three Hundred Sixty-Two Thousand Five Hundred Dollars ($362,500) by wire transfer in Dollars in immediately available funds without any set-off, deduction or counterclaim whatsoever to an account designated in writing by UCC; and
(b) at the Closing, UCC shall apply the Closing Deposit, and RS&T shall pay the remaining balance of the Consideration in an amount equal to Eight Hundred Sixty-Two Thousand Five Hundred Dollars ($862,500) plus the amount negotiated between UCC and RS&T for the purchase of Inventory included in the Acquired Assets plus any Closing Delay Fee (as defined below) (collectively, the “Consideration Balance”) by wire transfer in Dollars in immediately available funds without any set-off, deduction or counterclaim whatsoever to an account designated in writing by UCC.”
Consideration. The State will pay for all services performed by the Grantee under this grant agreement as follows:
Consideration. As consideration for the sale of the Enviro Shares by the Selling Shareholders to PGT, PGT shall allot and issue the PGT Shares to the Selling Shareholders in the amount set out opposite each Selling Shareholder’s name in Schedule 1. The Selling Shareholders acknowledge and agree that the PGT Shares are being issued pursuant to an exemption from the prospectus and registration requirements of the Securities Act. As required by applicable securities law, the Selling Shareholders agree to abide by all applicable resale restrictions and hold periods imposed by all applicable securities legislation. All certificates representing the PGT Shares issued on Closing will be endorsed with one of the following legends pursuant to the Securities Act in order to reflect the fact that the PGT Shares will be issued to the Selling Shareholders pursuant to an exemption from the registration requirements of the Securities Act: For Selling Shareholders not resident in the United States: “THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”). NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT.” For Selling Shareholders resident in the United States: “NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECT...