In consideration of the. EXECUTION AND DELIVERY OF THIS AGREEMENT BY ADMINISTRATIVE AGENT AND LENDERS AND THE AGREEMENT TO EXTEND THE REVOLVING LOAN COMMITMENT PROVIDED HEREUNDER, EACH BORROWER HEREBY JOINTLY AND SEVERALLY AGREES TO AND SHALL INDEMNIFY, DEFEND, PROTECT, EXONERATE AND HOLD ADMINISTRATIVE AGENT, EACH LENDER, EACH ISSUING LENDER, AND EACH OF THE OFFICERS, DIRECTORS, EMPLOYEES, PARENT ENTITIES, AFFILIATES, ATTORNEYS AND AGENTS OF ADMINISTRATIVE AGENT AND EACH LENDER (EACH A “INDEMNIFIED PARTY”) FREE AND HARMLESS FROM AND AGAINST ANY AND ALL ACTIONS, CAUSES OF ACTION, SUITS, JUDGMENTS, CLAIMS, LOSSES, LIABILITIES, DAMAGES, PENALTIES, COSTS, AND EXPENSES, INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES AND COSTS (COLLECTIVELY, THE “INDEMNIFIED LIABILITIES”), INCURRED BY THE INDEMNIFIED PARTIES OR ANY OF THEM AS A RESULT OF, OR ARISING OUT OF, OR RELATING TO (a) ANY REFINANCING, TENDER OFFER, MERGER, PURCHASE OF STOCK, PURCHASE OF ASSETS OR OTHER SIMILAR TRANSACTION FINANCED OR PROPOSED TO BE FINANCED IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, WITH THE PROCEEDS OF ANY OF THE LOANS, (b) THE USE, HANDLING, RELEASE, EMISSION, DISCHARGE, TRANSPORTATION,
In consideration of the. Department making the payments to the Contractor in connection with the Services the Contractor hereby grants (and, where relevant, shall procure from any necessary third parties the grant) to the Department a non-exclusive, irrevocable, worldwide, royalty-free licence (with the right to license others) of any of the Contractor’s Foreground Intellectual Property that the Department may reasonably require to be able fully to exploit, develop and commercialise the results of the Services, including, without limitation, the Work.
In consideration of the rights which ALVOTECH grants to STADA and its Affiliates under this Agreement, STADA shall pay to ALVOTECH the consideration (“Consideration”) of up to [***], excluding VAT, payable as follows:
(a) [***];
(b) € [***] ([***] Euros) on the later of (i) [***];
(c) € [***] ([***] Euros) on the later of (i) [***] or (ii) [***];
(d) € [***] ([***] Euros) on the later of (i) [***] or (ii) [***];
(e) € [***] ([***] Euros) on [***];
(f) € [***] ([***] Euros) on [***];
(g) € [***] ([***] Euros) on [***]; and
(h) € [***] ([***] Euros) on [***].
(i) € [***] ([***] Euros) if and when [***].
8. Article 9.5 shall be deleted and replaced as follows:
In consideration of the sum of £1 paid by National Highways to the Supplier, National Highways and the Supplier agree to the terms of the agreement.
In consideration of the rights granted to Licensee hereunder, and without prejudice to the payment of the Guaranteed Minimum Payments, Licensee undertakes to make timely and full payment of the Royalties to Ferrari as provided hereunder.
In consideration of the. EXECUTION AND DELIVERY OF THIS AGREEMENT BY ADMINISTRATIVE AGENT AND LENDERS AND THE AGREEMENT TO EXTEND THE REVOLVING LOAN COMMITMENT PROVIDED HEREUNDER, EACH BORROWER HEREBY JOINTLY AND SEVERALLY AGREES TO AND SHALL INDEMNIFY, DEFEND, PROTECT, EXONERATE AND HOLD ADMINISTRATIVE AGENT, EACH LENDER, EACH
In consideration of the. Note Issuer's delivery to or upon the order of the Seller of $[_____], subject to the conditions specified in Section 2.03 of the Sale Agreement, the Seller does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Note Issuer, without recourse or warranty, except as set forth in the Sale Agreement, all right, title and interest of the Seller in and to the [Original][Subsequent] Transition Property identified on Schedule 1 hereto (such sale, transfer, assignment, setting over and conveyance of the [Original][Subsequent] Transition Property includes, to the fullest extent permitted by the Securitization Law, the assignment of all revenues, collections, claims, rights, payments, money or proceeds of or arising from the Transition Charges related to the [Original][Subsequent] Transition Property, as the same may be adjusted from time to time). Such sale, transfer, assignment, setting over and conveyance is hereby expressly stated to be a sale and, pursuant to Section 39.308 of the Securitization Law, shall be treated as an absolute transfer of all of the Seller's right, title and interest in and to (as in a true sale), and not as a pledge or other financing of, the [Original][Subsequent] Transition Property. The Seller and the Note Issuer agree that after giving effect to the sale, transfer, assignment, setting over and conveyance contemplated hereby the Seller has no right, title or interest in or to the [Original][Subsequent] Transition Property to which such a security interest could attach because (i) it has sold, transferred, assigned, set over and conveyed all right in and to the [Original][Subsequent] Transition Property to the Note Issuer, (ii) as provided in Section 39.304 of the Securitization Law, such rights are only contract rights until the time of such sale, transfer, assignment, setting over and conveyance and (iii) as provided in Section 39.309(c) of the Securitization Law, appropriate notice has been filed and such transfer is perfected against all third parties, including subsequent judicial or other lien creditors. If such sale, transfer, assignment, setting over and conveyance is held by any court of competent jurisdiction not to be a true sale as provided in Section 39.308 of the Securitization Law, then such sale, transfer, assignment, setting over and conveyance shall be treated as the creation of a security interest in the [Original][Subsequent] Transition Property and, without prejudice to its position that...
In consideration of the receipt by Affiliate of the Amwest Shares, and for other good and valuable consideration, Affiliate hereby represents and warrants as follows:
1.1 Affiliate is currently the owner of that number of shares of Condor capital stock set forth on the signature page hereto (the "Condor Shares") and has sole voting and investment power with respect to the Condor Shares and (a) Affiliate has held the Condor Shares at all times since _________, 19__ and (b) did not acquire any shares of Condor capital stock in contemplation of the Merger. These securities constitute Affiliate's entire interest in the outstanding capital stock of Condor.
1.2 Affiliate is a bona fide resident of the State of ____________ and files income tax returns as a resident of that State.
1.3 Affiliate has full power and authority to execute this Agreement, to make the representations, warranties and covenants herein contained and to perform Affiliate's obligations hereunder.
In consideration of the payment of the sum of Four Hundred Seventy Nine Thousand Four Hundred Sixty Dollars ($ 479,460) (“the Contract Price”), the Contractor shall perform and complete the Work generally described as:
In consideration of the. PEI Buyer entering into this Agreement the Seller Guarantor guarantees to the PEI Buyer the due and punctual performance by the PEI Seller of all its obligations under this Agreement.