Legal Consideration Sample Clauses

Legal Consideration. The parties hereto stipulate and acknowledge that adequate legal consideration exists to support all such parties' execution and delivery of this Agreement and the transactions, covenants, and agreements contemplated hereby.
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Legal Consideration. Executive agrees that the Separation Payment referenced in paragraph 2.3 constitutes sufficient legal consideration for her promises and covenants set forth in the Agreement. Executive further acknowledges and agrees that the Separation Payment is not required by the policies and procedures of the Company, by the Employment Agreement or by any other contractual obligation, but rather is offered solely as consideration for Executive’s promises and covenants made pursuant to this Agreement. Executive further agrees that she is not entitled to any other compensation not expressly provided for herein. 3 3.
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Legal Consideration. Xxxxx agrees that the opportunity to earn the payments and benefits set forth herein constitute valuable and sufficient legal consideration for the promises and the covenants set forth in this Agreement. Xxxxx agrees that any such payments and benefits are not required by HouseValues policies and procedures or by any pre-existing contractual obligation or by any statute, regulation or ordinance, and are offered by HouseValues solely as consideration for this Agreement. Xxxxx further agrees that he is not entitled to any other compensation or benefits not expressly provided for herein.
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Legal Consideration. For the purpose of this letter agreement, the term “Legal Consideration” shall mean the total value of all property (real or personal), cash, securities or other benefits received or receivable by the Company or its officers, directors or shareholders, including without limitation the aggregate of all amounts payable pursuant to all warrants, options, stock appreciation rights, convertible or straight securities, stock purchase rights, whether or not vested, or pursuant to any employment agreements, consulting agreements, debt assumed, covenants not to compete, earn-out or contingent payment rights, or other similar agreements, arrangements or understandings. Property shall be valued at the fair market value thereof as agreed to by the parties hereto or if the parties are unable to agree, as determined by a mutually acceptable independent appraiser, the cost of which shall be borne by the Company. Securities which are publicly traded shall be valued at the closing price of such securities as reported on a national exchange or NASDAQ if so listed or quoted or if not so listed or quoted, the average of the closing bid and ask prices, as reported by NASDAQ or any other exchange or market, in either event for the last day prior to the closing date of the applicable Transaction; if the securities are not so listed or quoted, the securities shall be valued in the same manner as property described above. All debt instruments or evidences thereof and all amounts payable to shareholders pursuant to all employment agreements, consulting agreements covenants not to compete, earn-out or contingent payment rights or other similar agreements, arrangements or understanding shall be valued at the aggregate amount payable thereunder, whether such payments are absolute or contingent and irrespective of the period or uncertainty of payment, the rate of interest, if any, or the contingent nature thereof.
Sample 1
Legal Consideration. Executive agrees that the amounts and benefits referenced in paragraph 2.1 and paragraph 2.2 (the “Departure Payment”) constitute sufficient legal consideration for Executive’s promises and covenants set forth in the Agreement. Executive further acknowledges and agrees that the Departure Payment is not required by the policies and procedures of the Company, by the Employment Agreement or by any other contractual obligation, but rather is offered solely as consideration for Executive’s promises and covenants made pursuant to this Agreement. Executive further agrees that he is not entitled to any other compensation for employment by the Company not expressly provided for or referenced herein.
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Legal Consideration. Assuming compliance with Kansas statutes governing NRPs, there are no known legal obstacles to proceeding as recommended by City staff. Financial Consideration The NRP works as a rebate program, not a tax exemption. Property owners receive a rebate on the incremental increase in property value resulting from the project, so the City does not forgo any current tax revenues.
Sample 1
Legal Consideration. Bond Counsel for the City has approved all documents and proceedings and there are no known legal obstacles to proceeding as recommended by staff. Financial Consideration The total cost for the improvements in the three improvement districts is as follows: HEART OF AMERICA SECOND ADDITION RESOLUTION NO. 2016-010 ENGINEERING $40,533.62 CONSTRUCTION 342,064.78 COSTS OF ISSUANCE 9,344.78 TOTAL COSTS $391,943.18 IMPROVEMENT DISTRICT SHARE Share of Project Costs (100%) $391,943.18 Less Upfront Payment by Developer (approx. 30%) (114,106.67) AMOUNT OF IMRPOVEMENT COSTS TO BE ASSESSED $277,836.51 Heart of America Second Addition will be a fifteen-year assessment spread against each lot based on the percentage of developable area within the improvement district, as described in Resolution No. 2016-010. Approximately 30% of the total project costs will be paid from an upfront payment made by the developer. KING’S GATE FIRST ADDITION RESOLUTION NO. 2012-004 ENGINEERING $4,400.00 CONSTRUCTION 75,000.00 COSTS OF ISSUANCE 2,763.49 TOTAL COSTS $82,163.49 IMPROVEMENT DISTRICT SHARE Share of Project Costs (100%) $82,163.49 Less Upfront Payment by Developer -0- AMOUNT OF IMRPOVEMENT COSTS TO BE ASSESSED $82,163.49 King’s Gate First Addition will be a ten-year assessment split equally per square foot within the improvement district.
Sample 1
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Legal Consideration. A. The Manufacturer agrees to be bound by the laws of the State of Oklahoma and that the solicitation of this Agreement shall be constructed and interpreted in accordance with Oklahoma law, regardless of where services are performed, in the event a choice of law situation arises. The Manufacturer further acknowledges that nothing contained in the Agreement shall be construed as a waiver of the immunity from liability, which would otherwise be available to the State of Oklahoma under the principles of sovereign immunity. In particular, the Manufacturer agrees that the sole and exclusive means for the presentation of any claim against the State arising out of this Agreement, shall be in accordance with all applicable Oklahoma statutes. The Manufacturer further covenants not to initiate legal proceedings in any State or Federal court in addition to, or in lieu of, any proceedings available under Oklahoma statutes.
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Related to Legal Consideration

  • Initial Consideration On the Effective Date, Retrocessionaire shall reimburse Retrocedant for one hundred percent (100%) of any and all unearned premiums paid by Retrocedant under such Inuring Retrocessions net of any applicable unearned ceding commissions paid to Retrocedant thereunder.

  • Total Consideration The aggregate consideration (the "Consideration") payable by the Surviving Partnership in connection with the merger of the Merged Partnership with and into the Surviving Partnership shall be $8,275,000, subject to adjustments at Closing pursuant to Section 3.9 and costs paid pursuant to Section 3.10(c) and Section 3.11, plus the amount of any tax or other reserves held by the Existing Lender (hereinafter defined).

  • Additional Consideration Retrocessionaire agrees to pay under the Inuring Retrocessions all future premiums Retrocedant is obligated to pay pursuant to the terms of the Inuring Retrocessions to the extent that such premiums are allocable to Retrocessionaire in the manner set forth in Exhibit E hereto, and not otherwise paid by Retrocessionaire and to indemnify Retrocedant for all such premiums paid directly by Retrocedant, net of any ceding commissions and similar amounts paid by Third Party Retrocessionaires to Retrocedant.

  • Additional Considerations For each mediation or arbitration:

  • Transaction Consideration The Transaction Consideration;

  • No Additional Consideration For the avoidance of doubt, the transfer of any Assets under this Section 2.8 shall be effected without any additional consideration by either party.

  • Earn-Out Consideration (a) If the earnings before taxes (the "EBT") of the Company for the twelve months ending December 31, 1998, increased by amounts in respect of those items set forth on Schedule 2.5 that affected net income during the period from January 1, 1998 through the Closing Date and decreased by the amount of UniCapital corporate overhead allocated to the Company for the period from the Closing Date through December 31, 1998 (the "Adjusted 1998 EBT"), exceeds the EBT of the Company for the twelve months ending December 31, 1997, inclusive of the add-backs set forth on Schedule 2.5 (the "Adjusted 1997 EBT"), then the Stockholders shall be entitled to receive one-half of the difference between the Adjusted 1998 EBT and the Adjusted 1997 EBT.

  • Closing Consideration The closing consideration shall be delivered at the Closing as follows:

  • Acquisition Consideration As consideration for the sale of the Company Membership Interests of the Sellers to Buyer, Buyer shall immediately issue and deliver to Sellers that number of shares (rounded upward to the nearest whole share) of Buyer’s voting common stock, par value $0.001 per share (the “Buyer Common Stock”) as set forth in Schedule 2.02. The issuance and delivery of the Acquisition Shares is intended to be exempt from the registration requirements of the Securities Act pursuant to 4(2) thereof and Rule 506 of Regulation D promulgated thereunder; and exempt from the registration or qualification requirements of any applicable state securities laws. As a result, the Acquisition Shares may not be offered, sold, or transferred by the holder thereof until either a registration statement under the Securities Act or applicable state securities laws shall have become effective with regard thereto, or an exemption under the Securities Act and applicable state securities laws is available with respect to any proposed offer, sale or transfer.

  • Stock Consideration 3 subsidiary...................................................................53

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