Related to Good and Valuable Consideration
FOR GOOD AND VALUABLE CONSIDERATION Borrower hereby forever relieves, releases, and discharges Bank and its present or former employees, officers, directors, agents, representatives, attorneys, and each of them, from any and all claims, debts, liabilities, demands, obligations, promises, acts, agreements, costs and expenses, actions and causes of action, of every type, kind, nature, description or character whatsoever, whether known or unknown, suspected or unsuspected, absolute or contingent, arising out of or in any manner whatsoever connected with or related to facts, circumstances, issues, controversies or claims existing or arising from the beginning of time through and including the date of execution of this Amendment (collectively “Released Claims”). Without limiting the foregoing, the Released Claims shall include any and all liabilities or claims arising out of or in any manner whatsoever connected with or related to the Loan Documents, the Recitals hereto, any instruments, agreements or documents executed in connection with any of the foregoing or the origination, negotiation, administration, servicing and/or enforcement of any of the foregoing.
Good and Marketable Title The Selling Shareholder now has and at the Closing Time will have good and marketable title to the Securities to be sold by it, free and clear of any liens, encumbrances, equities and claims, and full right, power and authority to effect the sale and delivery of the Securities. Upon the delivery of, against payment for, the Securities pursuant to this Agreement and the Bidder Letter with each Winning Bidder and, assuming a Winning Bidder does not have notice of any adverse claim (within the meaning of the Uniform Commercial Code as in effect in the State of New York), such Winning Bidder will acquire good and marketable title thereto, free and clear of any liens, encumbrances, equities and claims.
Adequate Consideration Executive specifically acknowledges the receipt of adequate consideration for the covenants contained in Sections 12 and 13 and that Employer is entitled to require him to comply with those Sections. Sections 12, 13 and this Section 14 will survive termination of this Agreement. Executive represents that if his employment is terminated, whether voluntarily or involuntarily, Executive has experience and capabilities sufficient to enable Executive to obtain employment in areas which do not violate this Agreement and that Employer’s enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood.
Financial Considerations As full compensation for the license granted to Licensee herein, Licensee shall pay to Inserm Transfert, on behalf of the Licensors, the amounts set forth in this Article 7. Inserm Transfert should be in charge of distributing said amount between the Licensors. Each payment hereunder shall be made pursuant to the conditions in Article 7 herein.
Total Consideration The definition of “Total Consideration” is amended and restated to read: “The total consideration paid and to be paid (which shall be deemed to include amounts paid or to be paid into escrow), directly or indirectly, regardless of how allocated or the form of consideration, to the Company or its security holders in connection with a Sale Transaction, including, without limitation: (i) cash; (ii) notes or debt (valued at face) or equity securities (which, if of the same class as securities which are publicly traded, shall be valued at the average of the last closing market price thereof on each of the five trading days prior to the closing of the Sale Transaction) and other property; (iii) the value of assumed, “cashed out” or substituted options, warrants or other rights to acquire capital stock (whether or not vested); (iv) any interest-bearing indebtedness, or capital lease obligations of the Company or others assumed by an acquiring party in an acquisition of assets or which remain outstanding at the time of the closing of the Sale Transaction in all other cases; (v) payments to be made in installments or otherwise deferred, including amounts held in escrow; (vi) contingent payments, related to future earnings or operations; (vii) any assets (whether cash, cash equivalents, securities or other property) of the Company which are paid in the form of dividends, capital distributions, partial or total liquidating distributions or otherwise to its security holders other than in the ordinary course of business; and (viii) any other form of consideration to be paid, including amounts over normal salaries, severance, salary continuances and executive retention programs, reimbursement for taxes, payments for non-competition agreements, confidentiality agreements, consulting agreements, license agreements and above market rentals. In the case of a recapitalization, Total Consideration includes the value of any capital stock of the Company or rights to acquire capital stock of the Company (whether or not vested) that roll over or otherwise remain outstanding following the Sale Transaction. The value of all non-cash consideration, other than consideration in the form of notes or debt, or equity securities, which are of a class which is publicly traded, shall be the fair market value thereof as mutually agreed by Executive and Company in writing, or if Executive and Company are unable to reach an agreement within 30 days after the closing of the Sale Transaction, as determined by an investment banker or other person experienced in valuing such non-cash consideration mutually acceptable to Executive and the Company. The determination of the investment banker or other person shall be binding on Executive and Company, and Executive and Company shall each be responsible for paying one-half of the fees of any such investment banker or other person.
Fair Consideration The consideration received by the Company upon the sale of the Mortgage Loans under this Agreement constitutes fair consideration and reasonably equivalent value of the Mortgage Loans.
Consideration The grant of the Restricted Stock Units is made in consideration of the services to be rendered by the Grantee to the Company.
Consideration Received For purposes of any computation respecting consideration received pursuant to subsections (d) and (e) of this Section 10, the following shall apply:
Other Consideration In the case of a sale or other disposal of Licensed Product for value other than in an arm’s-length transaction exclusively for money, such as barter or counter-trade, the amount of such sale shall be calculated using the fair market value of such Licensed Product (if higher than the stated sales price) in the country of disposition.
General Considerations Whenever successive adjustments to the Conversion Rate are called for pursuant to this Article VI, such adjustments shall be made to the Market Price as may be necessary or appropriate to effectuate the intent of this Article VI and to avoid unjust or inequitable results as determined in good faith by the Board of Directors.