Transfer Consideration. With respect to any Transfer constituting a Master Sublease of a Facility, “Transfer Consideration” shall mean fifty percent (50%) of the positive difference, if any, between the Fair Market Rental and the Allocated Minimum Rent payable by Lessee under this Lease determined on a monthly basis with respect to such Facility, prorating such Allocated Minimum Rent as appropriate, if less than all of the applicable Facility is Master Subleased. Fifty percent (50%) of such positive difference shall be paid by Lessee to Lessor monthly when the Allocated Minimum Rent is due for such Facility; provided, however, that in no event shall the total Transfer Consideration to which Lessor is entitled in connection with any such Master Sublease exceed the Total Consideration (as hereinafter defined) payable directly or indirectly to Lessee, to any Controlling Person(s) or to any other Person in exchange for, in connection with, related to or arising out of the transaction(s) as to which such Master Sublease is a part. With respect to any other Transfer relating to any Facility or all Facilities (i.e., a Transfer other than pursuant to a Master Sublease), “Transfer Consideration” shall mean fifty percent (50%) of the positive Leasehold FMV of such Facility(ies); provided, however, that in no event shall the total Transfer Consideration to which Lessor is entitled in connection with any such other Transfer exceed the Total Consideration payable directly or indirectly to Lessee, to any Controlling Person(s) or to any other Person in exchange for, in connection with, related to or arising out of the transaction(s) as to which such other Transfer is a part. As used herein, the term “Total Consideration” shall mean and include money and the fair market value of any services, property and other things of value, including payment of costs, cancellation or forgiveness of indebtedness, discounts, rebates, barter and the like. For purposes of Section 24.1.2.2 and the payment of Transfer Consideration to Lessor as provided in this Lease, if any Transfer Consideration otherwise payable is due from and based on Total Consideration payable to Lessee, any Controlling Person(s) or to any other Person in exchange for, in connection with, related to or arising out of such Transfer as provided above, (a) where such Total Consideration is payable on a deferred basis (the “Deferred Total Consideration”), then the amount of the Transfer Consideration due from and based on any such Deferred Tota...
Transfer Consideration has the meaning set forth in Section 2.01.
Transfer Consideration means a) in the case of a subletting, any consideration paid or given, directly or indirectly, by the sublessee to the Lessee pursuant to the sublease for the use of the Premises, or any portion thereof, over and above the rent and any additional rent, however denominated, in this Lease, payable by the Lessee to the Lessor for the use of the Premises (or portion thereof), prorating as appropriate the amount payable by the Lessee to the Lessor under this Lease, if less than all of the Premises is sublet, and (b) in the case of an assignment or a sublease, any consideration paid or given, directly or indirectly, by the sublessee or assignee to the Lessee in exchange for entering into the sublease or assignment, but shall not include reimbursement for any security deposit, reimbursement of any improvements, fixtures or furnishings installed in the Premises by the Lessee or any payment for personal property of the Lessee not in excess of the Lessee's book value thereof. As used herein, consideration shall include consideration in any form, including, but not limited to, money, property, assumption of liabilities other than those arising under this Lease, discounts, services, credits or any other item or thing of value. Irrespective of the form of such consideration, the Lessor shall be entitled to be paid in cash in an amount equivalent to the aggregate of the cash portion of the Transfer Consideration and the value of any non-cash portion of the Transfer Consideration. If any Transfer Consideration is to be paid or given in installments, the Lessee shall pay each such installment at the time the same is to be paid or given.
Examples of Transfer Consideration in a sentence
For the purposes of clause 8.3(n), any notice given by a transferor to the Trustee under clause 8.3(p) is evidence that the transferee, as named in that notice, has failed to pay to that transferor the Transfer Consideration for a True-up Unit, and the Trustee is entitled to rely on that notice without further inquiry or investigation and is not liable to any Party in respect of any Claim arising from its reliance on that notice.
To the extent that the conveyance of the Assets hereunder is characterized by a court or similar governmental authority as a financing, it is intended by the Transferor and the Transferee that the interest conveyed constitutes a first priority grant of a perfected security interest under the UCC as in effect in the State of New York by the Transferor to the Transferee to secure the Transfer Consideration to the Transferor.
If a transferee of a True-up Unit does not comply with clause 8.3(l)(ii)(B), then the Trustee must effect the transfer under the power of attorney granted to it under clause 8.3(c), and the Transfer Consideration which remains unpaid in respect of those True-up Units is a debt due and payable by the relevant transferee to the relevant transferor for those True-up Units.
The Company will notify the Subscriber promptly after all conditions hereto have been satisfied, at which time the Membership Interests shall be deemed accepted by the Company and the Transfer Consideration shall be issued or paid, as applicable, to the Subscriber (the “Closing”).
The Pricing Review for water companies provides an opportunity to incentivise investment in improved land management as part of reducing water treatment costs.
More Definitions of Transfer Consideration
Transfer Consideration. As defined in Article XXIV.
Transfer Consideration means all considerations paid by assignee to Party B or Party C in order to obtain shares or assets it purchased.
Transfer Consideration shall have the meaning set forth in Section 7.4(a)(ii).
Transfer Consideration has the meaning set forth in Section 2.2 ----------- below.
Transfer Consideration shall (i) in the case of a sublease of all or substantially all of the Premises, the net amount (after deducting the actual and reasonable amounts incurred by Tenant for attorneys' fees, brokerage commissions, necessary tenant improvements and other third party costs necessary to facilitate the sublease transaction) of any consideration paid or given, directly or indirectly, by the sublessee to Tenant pursuant to the sublease for the use of the Premises, or any portion thereof, over and above the rent, however denominated, in this Lease, payable by Tenant to Landlord for the use of the Premises (or portion thereof), prorating as appropriate the amount payable by Tenant to Landlord under this Lease if less than all of the Premises is sublet, and (ii) in the case of a sublease of less than all of substantially all of the Premises, or in the case of an assignment of this Lease, the gross amount of any consideration paid or given, directly or indirectly, by the assignee to Tenant in exchange for entering into the assignment. Notwithstanding anything contained in this Lease to the contrary, Tenant shall not (i) sublet or assign the Premises or this Lease on any basis such that the rent or other amounts to be paid by the sublessee or assignee thereunder would be based, in the whole or in part, on the income or profits derived by the business activities of the sublessee or assignee; or (ii) sublet or assign the Premises or this Lease in any other manner which would cause any portion of the amounts received by Landlord pursuant to this Lease or any sublease to fail to qualify as "rents from real property" within the meaning of Section 856(d) of the Code, or which could cause any other income received by Landlord to fail to qualify as income described in Section 856(c)(2) of the Code.
Transfer Consideration means the value of all cash and other property actually paid, directly or indirectly, by a transferee to a New Investor in connection with a Transfer, less any brokerage commissions, underwriting discount, reasonable and customary fees or out-of-pocket expenses, in each case payable to a non-affiliated person or entity payable by such New Investor in connection with such Transfer. The value of any non-cash consideration shall be the Fair Market Value thereof and shall also include the aggregate value of any liabilities assumed or paid, directly or indirectly, by the transferee in connection with a Transfer.
Transfer Consideration means the Consideration, subject to any adjustments, if required, in the event of a sub-division or consolidation of the ordinary share capital of the Company, such adjustments to be determined by the Board of Directors of the Company as appropriate;