Consideration From Buyer Sample Clauses

Consideration From Buyer. Upon execution of this Agreement, Buyer shall deliver to Seller $45,000 (the "Downpayment") by check or wire transfer. At the Closing, as full payment for the transfer of the Emagipix Assets to Buyer, (a) Buyer shall pay to Seller $255,000 (referred to together with the Downpayment, as the "Cash Payment") by wire transfer of immediately available funds to an account designated in writing by Seller and (b) Lightspace shall deliver to Seller the Note (the Note and the Cash Payment collectively, the "Purchase Price").
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Consideration From Buyer. As full payment for the transfer of the Acquired Assets by Seller to Buyer, Buyer shall deliver at the Closing a cashier's check payable to the order of Seller in the amount of Six Hundred and Fifty Thousand Dollars ($650,000.00) (the "Purchase Price").
Consideration From Buyer. As full payment for the sale and transfer of the Assets by Subsidiary to Buyer, Buyer shall pay to the Selling Parties a total purchase price (the "Purchase Price") for the Assets of Four Million Dollars ($4,000,000.00), which will consist of:
Consideration From Buyer. At the Closing, as full payment for the transfer of the Immunomodulator Assets to Buyer, Buyer shall deliver to Seller the Warrant (the “Purchase Price”).
Consideration From Buyer 

Related to Consideration From Buyer

  • Exemption from Liability A Member or a Specified Corporate User may not for any reason seek compensation from DBS for suffering damages arising from either because the use of or inability to use the bicycle. However a Member or a Specified Corporate User may claim compensation with in the amount of fees received from the said Members for damages are result of willful intent or gross negligent on the part of DBS.

  • Information from Holder It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Section 1 with respect to the Registrable Securities of any selling Holder that such Holder shall furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be reasonably required to effect the registration of such Holder’s Registrable Securities.

  • Evidence of Exemption From U.S. Withholding Tax (a) Each Non-US Lender shall deliver to Administrative Agent and to Company, and Administrative Agent shall deliver to Company if a payment to Administrative Agent hereunder is treated as a payment to a Person that is not a “United States person” (as defined in Section 7701(a)(30) of the Internal Revenue Code), on or prior to the Closing Date (in the case of each Lender listed on the signature pages hereof) or on or prior to the date of the Assignment Agreement pursuant to which it becomes a Lender (in the case of each other Lender), and at such other times as may be necessary in the determination of Company or Administrative Agent (each in the reasonable exercise of its discretion), two original copies of Internal Revenue Service Form W-8BEN or W-8ECI (or any successor forms) properly completed and duly executed by such Lender, or, in the case of a Non-US Lender claiming exemption from United States federal withholding tax under Section 871(h) or 881(c) of the Internal Revenue Code with respect to payments of “portfolio interest”, a Form W-8BEN, and a certificate of such Lender certifying that such Lender is not (i) a “bank” for purposes of Section 881(c) of the Internal Revenue Code, (ii) a ten-percent shareholder (within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code) of Company or Holdings or (iii) a controlled foreign corporation related to Company (within the meaning of Section 864(d)(4) of the Internal Revenue Code), in each case together with any other certificate or statement of exemption required under the Internal Revenue Code or the regulations issued thereunder to establish that such Lender is not subject to, or is subject to a reduced rate of, United States withholding tax with respect to any payments to such Lender of interest payable under any of the Loan Documents.

  • Resignation from Positions Upon termination of the Executive’s employment with the Company for any reason, the Executive shall, as may be requested by the Company, resign from any position he then holds as an officer, director or fiduciary of the Company or any Company-related entity. In furtherance of the foregoing, the Executive shall execute and deliver to the Company any letters, documents and other instruments necessary or appropriate to effect such resignation.

  • Exemption from Liability Under Section 16(b) Webster and Sterling agree that, in order to most effectively compensate and retain Sterling Insiders, both prior to and after the Effective Time, it is desirable that Sterling Insiders not be subject to a risk of liability under Section 16(b) of the Exchange Act to the fullest extent permitted by applicable law in connection with the conversion of shares of Sterling Common Stock, Sterling Series A Preferred Stock and Sterling Equity Awards into Webster Common Stock, New Webster Preferred Stock or Xxxxxxx Equity Awards, as applicable, in connection with the Merger, and for that compensatory and retentive purpose agree to the provisions of this Section 6.19. Sterling shall deliver to Webster in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of Sterling subject to the reporting requirements of Section 16(a) of the Exchange Act (the “Sterling Insiders”), and the Board of Directors of Webster and of Sterling, or a committee of non-employee directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall reasonably promptly thereafter, and in any event prior to the Effective Time, take all such steps as may be required to cause (in the case of Sterling) any dispositions of Sterling Common Stock, Sterling Series A Preferred Stock or Sterling Equity Awards by the Sterling Insiders, and (in the case of Webster) any acquisitions of Webster Common Stock, New Webster Preferred Stock, or Xxxxxxx Equity Awards by any Sterling Insiders who, immediately following the Merger, will be officers or directors of the Surviving Corporation subject to the reporting requirements of Section 16(a) of the Exchange Act, in each case pursuant to the transactions contemplated by this Agreement, to be exempt from liability pursuant to Rule 16b-3 under the Exchange Act to the fullest extent permitted by applicable law.

  • Resignation from All Positions Upon the termination or resignation of the Executive’s employment with the Company for any reason, the Executive shall be deemed to have resigned, as of the date of such termination or resignation, from and with respect to all positions the Executive then holds as an officer, director, employee and member of the Board of Directors (and any committee thereof) of the Company and any of its Affiliates.

  • Communication from Issuer Unless otherwise provided herein, any order, certificate, notice, request, direction or other communication from Issuer made or given by it under any provisions of this Agreement shall be deemed sufficient if signed by an Authorized Officer of Issuer.

  • Documents Required from Subscriber 3.1 The Subscriber must complete, sign and return to the Company an executed copy of this Subscription Agreement.

  • DEDUCTION FROM SALARY A. The Board agrees to deduct from the salaries of its employees dues for the Flemington-Raritan Education Association, Hunterdon County Education Association, the New Jersey Education Association, and the National Education Association, as said teachers individually and voluntarily authorize the Board to deduct. Said deductions shall be made in compliance with N.J.S.A. 52-14-15.9(e) and under rules established by the State Department of Education. Said moneys, together with records of any corrections, shall be transmitted to the Treasurer of the Flemington-Raritan Education Association by the 15th of each month following the monthly pay period in which deductions were made. Upon termination of employment of any teacher, the disbursing officer shall deduct any remaining amount due for that current school year. The Association Treasurer shall disburse such moneys to the appropriate association or associations. Teacher authorizations shall be in writing in the form set forth: AUTHORIZATION TO DEDUCT ASSOCIATION MEMBERSHIP DUES Name Soc. Sec. # School Bldg. District To: Disbursing Officer Board of Education I hereby request and authorize the above-named disbursing officer to deduct from my earnings an amount sufficient to provide for the payment of those yearly membership dues, as certified by the organizations indicated, in equal monthly payments for all or part of the current school year and for the succeeding school year. I understand that the disbursing officer will discontinue such deductions only if I file such notice of withdrawal which shall be effective to halt deductions as of the January 1st or July 1st date. I also agree that upon termination of employment, the disbursing officer shall deduct any remaining amount due for that current school year. I hereby waive all right and claim for said moneys so deducted and transmitted in accordance with this authorization, and relieve the governing Board and all its officers from any liability thereof. I designate the Flemington-Raritan Education Association to receive dues and distribute according to the organizations named: Flemington-Raritan Education Association $ Hunterdon County Education Association $ New Jersey Education Association $ National Education Association $

  • Accredited Investor Status or Investment Limits Subscriber represents that either:

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