Consideration Sample Clauses

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. (a) The aggregate consideration to be paid by the Buyer for the Transferred Assets shall be $315,000,000 (the “Purchase Price”), subject to adjustment as provided in Section 2.5(b), Section 3.4, Section 6.8. and Section 6.11 The Purchase Price shall be paid at the Closing by wire transfer of immediately available funds to the account(s) specified by the Sellers. (b) At the end of the period beginning on and including the Effective Time and ending December 31, 2018 (inclusive), and for each of the calendar years ended December 31, 2019 and 2020 (the “Determination Period”), the Buyer shall calculate the Aggregate Operating Expenses incurred in the operation of the Transferred Assets in the ordinary course of business during that period. If (x) such Aggregate Operating Expenses exceed the applicable amount listed in Schedule 2.5(b) for such period (the “OPEX Cap”), the Sellers shall make a payment to the Buyer for the amount of such excess and (y) such Aggregate Operating Expenses are less than the OPEX Cap for such period, the Buyer shall make a payment to the Sellers for such difference, in each case, as a purchase price adjustment; provided, however, that no purchase price adjustment shall be payable to the extent that the Aggregate Operating Expenses exceed the respective OPEX Cap as a result of operations by the Buyer which are outside the ordinary course of business or as a result of the negligence or willful misconduct of the Buyer in its performance of its obligations hereunder. (c) In addition to any payments pursuant to Section 2.5(b), if requested by either the Buyer or the Sellers within 90 days after the end of the Determination Period, the Parties shall analyze the Aggregate Operating Expenses relative to the OPEX Cap and, based on such analysis, the Buyer and the Sellers shall negotiate in good faith to make commensurate (x) adjustments (either increases or decreases) to the throughput, storage, terminalling or other fees set forth in the Ancillary Documents or (y) to include additional fees in such Ancillary Documents, in each case, effective as of the end of the Determination Period, to allow Buyer to recoup at least the actual costs of operations of the Transferred Assets in addition to a mutually agreed upon margin, taking into consideration Aggregate Operating Expenses over the Determination Period in relation to the OPEX Cap or to provide the Sellers with a reduction in fees if the Aggregate Operating Expenses are lower than the OPEX Cap...

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 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 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, Xxxxxxx 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. The grant of the Restricted Stock is made in consideration of the services to be rendered by the Grantee to the Company.

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...

Consideration. The State will pay for all services performed by the Grantee under this grant agreement as follows:

Consideration. (a) The aggregate purchase price for the Purchased Assets and the total consideration for this transaction (the “Purchase Price”), which Seller acknowledges is full and adequate consideration, shall be an amount equal to five (5) times the Seller’s trailing twelve (12) months earnings ending December 31, 2017, before interest, taxes, depreciation and amortization, with certain add-backs agreed-upon by the parties, with this calculation being based on the Seller’s to-be-completed 2017 audited income statement (“Adjusted EBITDA”). For purposes of illustration and example only, if the Adjusted EBITDA of Seller for 2017 is $700,000, the Purchase Price at Closing will be $3,500,000 (Seller’s actual 2017 Adjusted EBITDA shall be multiplied by 5 to get the actual Purchase Price). (b) If the Seller’s 2017 Adjusted EBITDA is less than the target of $700,000, (as shown on Seller’s 2016 and 2017 Audited Financial Statements, as defined below) then either Buyer or Seller shall have the absolute and separate option, within five (5) calendar days following receipt of the Seller’s 2016 and 2017 Audited Financial Statements, to declare to the other party in writing this Agreement terminated, null and void, with no further duties, obligations or liabilities owed to anyone except as expressly stated herein. If Seller’s 2017 Adjusted EBITDA is at least $700,000 (as shown on the Seller’s 2016 and 2017 Audited Financial Statements) and all of the conditions and contingencies on Buyer’s obligation to Close hereunder are satisfied, but Buyer chooses not to Close, then Buyer shall be liable to Seller for a breakup fee which shall not be more than the audit fees paid by Seller to Seller’s Accountant for the Seller’s 2016 and 2017 Audited Financial Statements. (c) Seller shall provide Buyer with Seller’s audited 2016 and 2017 financial statements completed by a PCAOB approved accounting firm (“Seller’s 2016 and 2017 Audited Financial Statements”) along with that firm’s signed consent to allow the use of Seller’s 2016 and 2017 Audited Financial Statements in public filings with the Securities and Exchange Commission (“SEC”) in form and content reasonably acceptable to Buyer.

Consideration. This Agreement is executed by the parties hereto without coercion or duress and for substantial consideration, the sufficiency of which is forever confessed.