Valuation and Payment Sample Clauses

Valuation and Payment. If a Variation proposed by the Provider causes or will cause the Provider‟s costs or those of a Sub-Contractor to decrease the Customer and the Provider shall share in the savings and there shall be an adjustment to the Contract Price to take account of the Customer‟s share of the savings. The value of the Estimate submitted by the Provider in accordance with Schedule 11 (Variation Procedure) shall be calculated in accordance with either: Schedule 2 (Pricing Schedule) where the Variation is of a similar character to the Services currently being performed; or at fair rates and prices where the Variation is not of a similar character to the Services currently being performed, so that the Provider is in no worse or better position.
Sample 1
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Valuation and Payment. The valuation of the Stock of the Corporation for purposes of establishing the purchase price to be paid for the Stock of a Stockholder pursuant to sections 3.1, 3.2, or 3.3, shall be the Annex I value of the Stock, as determined by this section. Valuation of Stock acquired as a result of options exercised under the Performance Engineering Corporation Stock Option Agreement shall be governed by said Agreement. Such shares which are disposed of as a result of termination, death, disability, retirement or choice thereunder shall be disposed of in accordance with Article 8, Article 10, or Article 12, of the Stock Option Agreement, whichever is applicable. The values set forth in Annex I shall be reviewed at least annually by December 31 of each year or more frequently if agreed to by the Board of Directors. Any changes in such values must be made in a writing signed by all of the Board of Directors. If such annual review does not take place or agreement as to change in valuation cannot be reached, the effective new Annex I value shall be the last value agreed upon increased by the rate of ten percent (10%) per full year or part thereof, from the date of such last agreement. Payment by the Corporation for the Stock of a Stockholder , whether Stock shall have been acquired as Initial Shares, or through options, or otherwise, shall be as determined by this section. The purchase price shall be evidenced by a negotiable promissory note executed by the Corporation bearing interest at the rate of ten percent (10%) per annum, requiring not more than 60 equal monthly payments of principal and interest, provided however that the minimum monthly payment may not be less than $2,000.00, excluding final payments which may be less than $2,000.00. Such note shall provide that, upon default in the payment of any installment of interest or principal, all remaining installment payments shall, at the option of the holder of said note, become immediately due and payable. Said note shall also give the Corporation the option of prepayment in whole or in part at any time with no penalty. Upon the sale of the Stock to the Corporation, the withdrawing Stockholder or estate shall be entitled to retain a security interest in the Stock to secure payment of the Corporation's obligation, which security interest shall be relinquished upon full payment for all of the Stock to be purchased under this Agreement. This note shall not be required, however, should the Corporation elect to pay the ...
Sample 1
Valuation and Payment. Unless otherwise provided for in this Agreement or agreed to by the Parties, Transferred Assets and Liabilities transferred or assumed pursuant to this Article II shall be transferred on the Parties' respective financial statements at net book value.
Sample 1
Valuation and Payment 
Sample 1

Related to Valuation and Payment

  • Calculation and Payment No later than the second Business Day following the receipt by Purchasers of the Monthly Servicing Oversight Report for a calendar month, Holdings will remit to Seller in immediately available funds the Seller Monthly Servicing Fee and Performance Fees payable by Holdings to Seller for the related calendar month, along with a report showing in reasonable detail the calculation of such Seller Monthly Servicing Fees and Performance Fees.

  • Determination and Payment Subject to the foregoing, promptly after receipt of a statement requesting payment with respect to the indemnification rights set forth in Section 1, to the extent required by applicable law, the Company shall take the steps necessary to authorize such payment in the manner set forth in Section 145 of the Delaware General Corporation Law. The Company shall pay any claims made under this Agreement, under any statute, or under any provision of the Company’s Certificate of Incorporation or Bylaws providing for indemnification or advancement of Expenses, within thirty (30) days after a written request for payment thereof has first been received by the Company, and if such claim is not paid in full within such thirty (30) day-period, Indemnitee may, but need not, at any time thereafter bring an action against the Company in the Delaware Court of Chancery to recover the unpaid amount of the claim and, subject to Section 12, Indemnitee shall also be entitled to be paid for all Expenses actually and reasonably incurred by Indemnitee in connection with bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for advancement of Expenses under Section 2(a)) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed. In making a determination with respect to entitlement to indemnification hereunder, the person or persons or entity making such determination shall presume that Indemnitee is entitled to indemnification under this Agreement and the Company shall have the burden of proof to overcome that presumption with clear and convincing evidence to the contrary. The termination of any Proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, or, in the case of a criminal Proceeding, that Indemnitee had reasonable cause to believe that Indemnitee’s conduct was unlawful. In addition, it is the parties’ intention that if the Company contests Indemnitee’s right to indemnification, the question of Indemnitee’s right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct. If any requested determination with respect to entitlement to indemnification hereunder has not been made within ninety (90) days after the final disposition of the Proceeding, the requisite determination that Indemnitee is entitled to indemnification shall be deemed to have been made.

  • Consideration and Payment The purchase price for the sale of the Purchased Assets sold to the Purchaser on the Closing Date shall equal the estimated fair market value of the Purchased Assets. Such purchase price shall be paid in cash to Santander Consumer in an amount agreed to between Santander Consumer and the Purchaser, and, to the extent not paid in cash by the Purchaser, shall be paid by a capital contribution by Santander Consumer of an undivided interest in such Purchased Assets that increases its equity interest in the Purchaser in an amount equal to the excess of the estimated fair market value of the Purchased Assets over the amount of cash paid by the Purchaser to Santander Consumer.

  • Computation and Payment Interest shall be computed on the basis of a 360-day year, actual days elapsed. Interest shall be payable at the times and place set forth in each promissory note or other instrument or document required hereby.

  • Collection and Payment The Trustees shall have full power and authority to collect all property due to the Trust; to pay all claims, including taxes, against the Trust or Trust Property; to prosecute, defend, compromise, settle or abandon any claims relating to the Trust or Trust Property; to foreclose any security interest securing any obligations, by virtue of which any property is owed to the Trust; and to enter into releases, agreements and other instruments.

  • Calculation and Payment of Fees All fees shall be calculated on the basis of the actual number of days elapsed in a 360-day year. All fees shall be payable in addition to, and not in lieu of, interest, compensation, expense reimbursements, indemnification and other Obligations. Fees shall be payable to the Administrative Agent at its office in New York, New York in immediately available funds. All fees shall be fully earned and nonrefundable when paid. All fees due to any Arranger or any other Lender, including, without limitation, those referred to in this Section 5.3, shall bear interest, if not paid when due, at the interest rate specified in Section 5.1(d) and shall constitute Obligations.

  • Termination and Payment Upon any termination or expiration of this Agreement, Client shall pay all unpaid and outstanding fees through the effective date of termination or expiration of this Agreement. And upon such termination, Consultant shall provide and deliver to Client any and all outstanding services due through the effective date of this Agreement.

  • Compensation and Payment 3.1 Contractor’s fees shall be calculated at the rates set forth in the attached Exhibit

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