CONSIDERATION PAYABLE Sample Clauses

CONSIDERATION PAYABLE. 2.1 SmarTire will pay to TRW US$2,800,000.00 on the terms and conditions set forth in Sections 2.2 and 2.3. 2.2 SmarTire will pay to TRW the sum of US$500,000 and execute and deliver to TRW on the Closing Date the Secured Promissory Note attached to, and by reference incorporated in, this Agreement as Exhibit 1. 2.3 In order to secure the payments due under the Secured Promissory Note delivered to TRW pursuant to subparagraph 2.2, SmarTire will execute and deliver to TRW on the Closing Date the General Security Agreement attached to, and by reference incorporated in, this Agreement as Exhibit 2A, together with all financing statements and other documents that TRW may reasonably request to perfect TRW's security interest in all collateral pledged pursuant to the General Security Agreement. In addition, SmarTire will cause its subsidiaries to execute and deliver to TRW on the Closing Date the Guaranty, attached to, and by reference incorporate in, this Agreement as Exhibit 2B.
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CONSIDERATION PAYABLE. 4.1. The PURCHASER will pay to the SELLER a non-refundable amount equivalent to the PRE-EMPTIVE CONSIDERATION as consideration for the granting of the PRE-EMPTIVE RIGHT in favour of the PURCHASER, in terms of this AGREEMENT. 4.2. The PRE-EMPTIVE CONSIDERATION is payable by the PURCHASER directly into the bank account of the SELLER, as detailed in the above schedule, on the date of signature hereof, failing which this AGREEMENT will lapse and be of no further force or effect. 4.3. In the event that the PURCHASER accepts the SELLER’s WRITTEN OFFER TO PURCHASE the UNIT, as per clause 2.1 above, the PRE-EMPTIVE CONSIDERATION will be credited towards the total PURCHASE PRICE of the UNIT. 4.4. No interest shall be credited to or payable to the PURCHASER on the PRE-EMPTIVE CONSIDERATION in any circumstances where such PRE-EMPTIVE CONSIDERATION may, for any reason, be repaid to the PURCHASER.
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CONSIDERATION PAYABLE. 5.1 The Resident/Responsible Person shall pay to KAMDEBO the following: 5.1.1 The admission fee as set out in paragraph 2.8 on the date of signature of this agreement and which is non-refundable. 5.1.2 The monthly consideration as set out in paragraph 2.5 in respect of the occupancy of the room/portion thereof and the delivery of the included services which is payable on or before the first day of each and every month.
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CONSIDERATION PAYABLE. 3.1. The Consideration is payable by the Purchaser to the Seller as follows – 3.1.1. the deposit of R ( Rand) within 7 (seven) days from the Signature Date; and 3.1.2. the balance of the Consideration as set out in clause 5.5 of the Schedule of Particulars against Transfer. 3.2. Should this Agreement be subject to the condition precedent contained in clause 10.1.5 (loan approval) and a shortfall exists after taking into account the proceeds of the loan, then the
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CONSIDERATION PAYABLE. 4.1 The PURCHASER shall on the DATE OF SIGNATURE HEREOF pay to the SELLER the amount stipulated in 2.1 of the SCHEDULE as payment for the Right of Pre-Emption granted by the SELLER to the PURCHASER. 4.2 Such amount shall be deemed to be a non-refundable deposit and shall be retained by the SELLER in the event of the PURCHASER failing to fulfil its obligations as per Clause 3 above and the persons holding such deposit are irrevocably authorised to pay the consideration to the SELLER. 4.3 The amount shall immediately be paid directly into the banking account as set out in clause 3 of the SCHEDULE. 4.4 In the event of the PURCHASER fulfilling all of its obligations in terms of this Agreement, the amount paid shall be offset against the total Purchase Price of the UNIT. 4.5 It is recorded that The PURCHASER hereby provides an irrevocable authorisation to the CONVEYANCERS authorising them to pay the amount reflected in 2.1 to the SELLER or its nominated agent after signature of this Agreement.
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CONSIDERATION PAYABLE. The parties agree that: (a) subject to this clause and clause 4.4, the consideration payable to the Landowner (Consideration) shall be payable in accordance with Schedule 2; (b) the Consideration described in clause 4.3(a) is payable unless the parties subsequently agree in writing to revised or different Consideration.
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CONSIDERATION PAYABLE. 2.1 The consideration payable by Purchaser for the transfer of the Escrow Shares from the Vendor is $1.00 and other good and valuable consideration. 327
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CONSIDERATION PAYABLE. The consideration payable by the Purchaser to the Vendors for the Purchased Shares shall be $20,800,000 and shall be allocated and paid as set out forth in Section 2.03. The Vendors acknowledge and agree that the Purchaser may pay all or a portion of the consideration for the Purchased Shares by issuing shares of the Purchaser's common stock to the Vendors, in which event the Vendors hereby irrevocably, jointly and severally, authorize and direct the Purchaser to sell said shares in the public market pursuant to an effective registration on Form SB-2 in order to fulfill this provision, and provided in any event that said shares shall be sold as soon as possible by such means and that, after giving effect to such sales, the Purchaser shall have paid to the Vendors an aggregate of $20,800,000 in cash.
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CONSIDERATION PAYABLE. 5.1 The PURCHASER shall on DATE OF SIGNATURE HEREOF pay to the SELLER the amount stipulated in 1.5 of the SCHEDULE as payment for the Right of Pre-Emption granted by the SELLER to the PURCHASER. 5.2 The amount shall immediately be paid directly into the banking account as set out in clause 4 of the SCHEDULE. 5.3 Such amount shall be deemed to be a non-refundable PRE-EMPTIVE CONSIDERATION and shall be retained by the SELLER in the event of the PURCHASER failing to fulfil its obligations as per Clause 4 above and the persons holding such PRE-EMPTIVE CONSIDERATION are irrevocably authorised to pay the consideration to the SELLER. 5.4 In the event of the PURCHASER fulfilling all of its obligations in terms of this PRE-EMPTION AGREEMENT and the CONTRACT to be signed, the amount paid in terms of clause 1.5 of this PRE-EMPTION AGREEMENT shall be credited towards the PURCHASE PRICE of the UNIT. 5.5 It is recorded that the PURCHASER hereby provides an irrevocable authorisation to the CONVEYANCERS authorising them to pay the amount reflected in 1.5 to the SELLER or its nominated agent on signature of this PRE-EMPTION AGREEMENT. 5.6 It is further recorded that the PURCHASER acknowledges that the amount paid in terms of 1.5 is paid as a consideration for the SELLER granting the PURCHASER a right of pre-emption in respect of the UNIT and is payable directly to the SELLER. This PRE-EMPTVE CONSIDERATION is therefore not invested for the benefit of the PURCHASER and accordingly does not attract interest.
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Related to CONSIDERATION PAYABLE

  • Consideration Payment The consideration paid to Contractor is the entire compensation for all Work performed under this Agreement, including all of Contractor's approved reimbursable expenses incurred, such as travel and per diem expenses, unless otherwise expressly provided, as set forth in Exhibit 8 (Fees, Pricing and Payment Terms).

  • Settlement Consideration In consideration of the full settlement, satisfaction, compromise and release of the Released Plaintiffs’ Claims, an aggregate $115 million in cash (the “Escrow Amount”) shall be paid on behalf of the Settling Defendants to Freeport by the D&O Carriers. The Settling Defendants shall cause the Escrow Amount to be deposited by the D&O Carriers into an interest-bearing escrow account controlled by an agreed upon representative of Plaintiffs and of the Settling Defendants (the “Escrow Account”) within fifteen (15) business days after the Stipulation is submitted to the Court. Upon the Effective Date, the Escrow Amount, together with any and all interest thereon, shall be paid to Freeport from the Escrow Account. For the avoidance of doubt, the Settling Defendants shall have no obligation to deposit any portion of the Escrow Amount into the Escrow Account but shall have an obligation to take all reasonably available steps to seek to cause the D&O Carriers to deposit the Escrow Amount into the Escrow Account.

  • Earn-Out Consideration Subject to the terms and conditions of this Agreement, the Purchaser will pay, or will cause the Company to pay, to Nyrstar the earn-out consideration in respect of the Earn-Out Period (the “Earn-Out Consideration”) as additional consideration for the sale of the Company pursuant to the Share Purchase Agreement, which obligations will be guaranteed by GPS in accordance with the Share Purchase Agreement. Subject to clause 2.5, the Earn-Out Consideration will be determined and paid as follows: (a) the Earn-Out Consideration will be determined as being equal to 15% of the Free Cash Flow of the Company during the Earn-Out Period, calculated and paid at the end of each relevant fiscal year of GPS during the Earn-Out Period; (b) with respect to the initial fiscal year of the Earn-Out Period during which the Trigger Date has occurred, the Earn-Out Consideration will be determined as being equal to 15% of the Free Cash Flow of the Company from the Trigger Date to the last date of this initial fiscal year; (c) with respect to the final fiscal year of the Earn-Out Period, the Earn-Out Consideration will be determined as being equal to 15% of the Free Cash Flow of the Company from the first date of this final fiscal year to the Earn-Out Period End Date; (d) no Earn-Out Consideration will be payable with respect of any Free Cash Flow of the Company after the expiry of the Earn-Out Period; (e) the Company will calculate the Earn-Out Consideration within 90 days of the end of a relevant fiscal year of GPS during the Earn-Out Period; and (f) the Earn-Out Consideration will be paid to Nyrstar within 105 days of the end of a relevant fiscal year of GPS during the Earn-Out Period, provided that: (i) the Purchaser must, in the manner contemplated by clause 3(c) of the Share Purchase Agreement, withhold amounts payable to Nyrstar on account of Earn-Out Consideration, and any amounts so withheld will be treated as having been paid to Nyrstar on account of the Earn-Out Consideration; and (ii) the Purchaser or the Company will be entitled to withhold payment of amounts on account of the Earn-Out Consideration in the manner contemplated by, and otherwise subject to the provisions of, the Share Purchase Agreement.

  • Separation Payment An ASF Member shall be compensated at the final rate of pay for all unused, accumulated vacation, leave time upon separation from state service, or movement to a vacation ineligible position. An employee on an unpaid leave of absence of more than one (1) year for a purpose other than accepting an unclassified position in state civil service, or an employee on layoff that results in separation from service, may elect to be compensated at the final rate of pay for unused accumulated vacation leave. This accumulated vacation payout shall not exceed two hundred and seventy-five (275) hours, except in the case of the ASF Member's death. Calculation of an ASF Member's hourly rate for purposes of computing vacation separation payment shall be based upon a base of two thousand eighty-eight (2,088) working hours per year. Appointment periods of less than one (1) year in duration shall be prorated on this basis. Except as provided in Article 16, Section C, Subdivision 4 which pertains to the separation payment to retirees, the separation payment will be made in cash.

  • First Consideration The Employer agrees that when a vacancy occurs or a new position is created at the worksite which is within the Union bargaining unit, the Employer shall give its employees, provided there are no employees currently on lay-off, first notice and first consideration in filling the vacancy or new position. Each employee who applies for the vacancy or new position shall be given equal opportunity to demonstrate fitness for the position by formal interview and/or assessment. Where an employee within the bargaining unit is not appointed to fill the vacancy or new position, she shall be given, upon request, an explanation as to why her application was not accepted. The request for reasons must be made within fourteen (14) calendar days of becoming aware that the employee is not the successful candidate, pursuant to Article

  • Closing Consideration (a) At the Closing, Buyer shall pay to Seller or its designee, and Seller or its designee shall receive on behalf of the Affiliate Sellers and Asset Sellers, in consideration for the purchase of the Shares and the Purchased Assets pursuant to Section 2.1, an amount of cash (the “Closing Consideration”) equal to $1,978,151,867 (the “Base Purchase Price”) plus any Adjusted Statutory Book Value Surplus, minus any Adjusted Statutory Book Value Deficit, plus any Other Acquired Companies Shareholders Equity Surplus, minus any Other Acquired Companies Shareholders Equity Deficit, minus the Adjustment for PRIAC IMR Tax Gross-up, in each case, determined by reference to the Estimated Closing Statement in accordance with Section 2.6 (such aggregate amount, as adjusted in accordance with Section 2.7, the “Purchase Price”). (b) At the Closing, in accordance with the PICA FSS Reinsurance Agreements: (i) Seller shall transfer for deposit into the applicable PICA FSS Trust Account Investment Assets (PICA) that are Authorized Investments selected and valued in accordance with the Valuation Methodologies with an aggregate fair market value equal to the Net Initial Reinsurance Settlement Amount for the applicable PICA FSS Reinsurance Agreement as reflected on the Estimated Reinsurance Settlement Statement (“Transferred Investment Assets”) in accordance with Section 2.3(d); provided, if (A) the amount of the Initial Reinsurance Premium is greater than the Required Balance (as defined in the PICA FSS Reinsurance Agreements) as of the Effective Time for the applicable PICA FSS Reinsurance Agreement as reflected on the Estimated Reinsurance Settlement Statement (such excess amount with respect to the applicable PICA FSS Reinsurance Agreement, the “Overfunding Amount”) and (B) the applicable Overfunding Amount is greater than the applicable portion of the Ceding Commission, then Seller shall transfer directly to the applicable Reinsurer Transferred Investment Assets with an aggregate fair market value, determined in accordance with the Valuation Methodologies, equal to the amount by which the applicable Overfunding Amount exceeds such portion of the Ceding Commission, and only the remainder of the Transferred Investment Assets shall be deposited into the applicable PICA FSS Trust Account; (ii) The applicable Reinsurer shall transfer to the applicable PICA FSS Trust Account Authorized Investments such that, after giving effect to the transfers contemplated by Section 2.3(b)(i), the aggregate Book Value (as defined in the PICA FSS Reinsurance Agreements) in each such PICA FSS Trust Account is equal to the Required Balance (as defined in the PICA FSS Reinsurance Agreements) as of the Effective Time for the applicable PICA FSS Reinsurance Agreement as reflected on the Estimated Reinsurance Settlement Statement; and (iii) Seller shall credit to the applicable Modco Account the applicable Separate Account Assets (as such terms are defined in the PICA FSS Reinsurance Agreements). (c) Buyer shall cause to be prepared and delivered to Seller at least five (5) Business Days prior to the anticipated Closing Date a statement setting forth an allocation of the full amount of the Ceding Commission between each of the PICA FSS Reinsurance Agreements. (d) Seller shall undertake its ordinary course process consistent with past practice for determining any credit-related impairments or credit-related losses in value as of the Closing Date for the Transferred Investment Assets and reflect any credit- related impairments or credit-related losses in value from such process in the Transferred Investment Assets. Following the Closing, Seller shall provide reasonable documentation reasonably requested by Buyer for purposes of Xxxxx’s assessment of any credit-related impairments or credit-related losses as of the Closing Date. Seller shall sell, convey, assign, transfer and deliver to the applicable Reinsurer free and clear of all Encumbrances (other than Permitted Encumbrances or Encumbrances imposed under the applicable PICA FSS Trust Agreements) good and marketable title to the Transferred Investment Assets in respect of the PICA FSS Reinsurance Agreements (for the avoidance of doubt, together with all of Seller’s rights, title and interest thereto, including with respect to the investment income due and accrued thereon) and deposit on their behalf to the applicable PICA FSS Trust Account pursuant to Section 2.3(b)(i). Any investment assets to be transferred to a PICA FSS Trust Account shall be transferred in the manner set forth in the applicable PICA FSS Trust Agreement. All third-party costs or expenses incurred (whether prior to, on or following the Closing Date), including reasonable attorneys’ fees, in connection with the transfers of assets to the PICA FSS Trust Accounts or the Reinsurers (including any re-registrations or re-titling thereof) as contemplated by Section 2.3(b)(i) and this Section 2.3(d) shall be borne fifty percent (50%) by Seller and fifty percent (50%) by Buyer.

  • Consideration Period You have 21 days from the date this Separation Agreement is given to you to consider this Separation Agreement before signing it. You may use as much or as little of this 21-day period as you wish before signing. If you do not sign and return this Separation Agreement within this 21-day period, you will not be eligible to receive the benefits described in this Separation Agreement.

  • Retention Payment Subject to your compliance with Sections 6 and 7 of this letter agreement, if you remain an active full-time employee of the Company, Parent or any of their respective subsidiaries through the expiration of the 6-month period beginning on the day following the Closing Date (as defined in the Merger Agreement) (the “Vesting Date”), you will receive a cash payment equal to (i) the aggregate amount described in Section 6.2(a) of the Employment Agreement, determined as if your employment with the Company was terminated by the Company without Cause as of the Closing plus (ii) an amount equal to the portion of the premiums the Company would need to pay to provide you with the benefits under Sections 6.2(b) and (c) for the 12 month period following the Vesting Date, based on the premium costs in effect as of the Closing and assuming for this purpose that your employment terminated on the Vesting Date and that you timely elected to receive all such benefits, plus (iii) the Retention Bonus. The aggregate of these amounts will be paid to you in a lump sum on the third business day following the Release Effective Date (as defined below). You hereby agree that, notwithstanding anything contained in the Employment Agreement or any other agreement between you and the Company providing for severance or separation payments or benefits, you may either receive payment of amounts set forth in Section 2(a) or in Section 4, but in no event shall you be entitled to receive payment of both amounts; furthermore, you shall not be entitled to any severance or separation payments or benefits under the Employment Agreement (including under Sections 5 and 6 thereof) or under any other plan, program, policy, agreement or arrangement maintained by the Company, Parent or any of their respective affiliates, and all of your rights to such payments and benefits under the Employment Agreement and any such other plan, program, policy, agreement or arrangement will immediately terminate, in each case, except as otherwise provided herein. If you continue to be employed by Parent or its subsidiaries following the Vesting Date, you shall be eligible for severance benefits under either the applicable severance policy of Parent or one of its subsidiaries, as determined by Parent; provided, however, that you shall not receive credit for your service with Parent or the Company, or any of their respective subsidiaries, for the periods of employment that precede the Closing Date for any purpose under such policy, including eligibility, vesting or calculation of benefits.

  • Compensation & Payment 8.4.1. Should the claim be found proven; settlement is executed only in the form of compensation payment added to the Client trade account. 8.4.2. Compensation shall not compensate the profit not received by the Client in the event that the Client had an intention to perform some action but has not performed it for some reason. 8.4.3. The Company shall not compensate non-pecuniary damage to the Client. 8.4.4. The Company adds a compensation payment to the Client trading account within one working day since the moment of making a positive decision on the dispute situation.

  • Cash Consideration In case of the issuance or sale of additional Shares for cash, the consideration received by the Company therefor shall be deemed to be the amount of cash received by the Company for such Shares (or, if such Shares are offered by the Company for subscription, the subscription price, or, if such Shares are sold to underwriters or dealers for public offering without a subscription offering, the public offering price), without deducting therefrom any compensation or discount paid or allowed to underwriters or dealers or others performing similar services or for any expenses incurred in connection therewith.