Buyout Sample Clauses

Buyout. If the remaining Partners choose to purchase the withdrawing, retiring or deceased Partner’s interest under the preceding paragraphs, that interest will be purchased in: (Check one)

Buyout. The amount due in this calculation shall be reduced by the amount of the principal contributed to the teacher’s 403(b) account by the Board as determined on June 30, 2004, and deposited in the 401(a) Buyout account. Bargaining unit members will become vested in this program upon attaining the age of 55 and qualifying for retirement, including reduced benefits, under the rules of the Indiana State Teachers Retirement Fund. Until such time of becoming vested all monies contributed by the Board shall not be available to the employee and upon termination of employment for any reason, including death, other than total disability, the Board contributions shall be retained by the fund as provided for within the plan. In the event of termination due to total disability, the affected employee will be considered as vested. The reallocation will be done in the same manner in which the original deposit was made. Health Insurance Benefits: VEBA Buyout The amount due in this calculation shall be deposited in the Voluntary Employee Benefit Association (VEBA) Buyout. Bargaining unit members will become vested in this program upon attaining the age of 55 and qualifying for retirement, including reduced benefits, under the rules of the Indiana State Teachers Retirement Fund. Until such time of becoming vested all monies contributed by the Board shall not be available to the employee and upon termination of employment for any reason, including death, other than total disability, the Board contributions shall be retained by the fund as provided for within the plan. In the event of termination due to total disability, the affected employee will be considered as vested. The reallocation will be done in the same manner in which the original deposit was made.

Buyout. We may elect, at Our option, to buyout the Contract during the coverage term for the lesser of (I) current market value of the product with equivalent specifications or (II) retail price paid for Your product minus sales tax and claims paid. When determining the current market value of a Product of equivalent specifications a fair analysis is completed using current manufacturers’ and distributors’ pricing on comparable products. All contractual obligations are considered fulfilled upon buyout of the product.

Buyout. Licensor does hereby grant to Licensee the right, but not the obligation, to acquire all right, title and interest in and to the Licensed Technology and to all related filings with Regulatory Authorities, Data and CMC Information related to the Licensed Molecules (the “Buyout”). Licensee may exercise the Buyout at any time during the term of this Agreement. Following exercise of the Buyout, as provided below, Licensee shall acquire all right, title and interest in the Licensed Technology and all related filings with Regulatory Authorities, Data and CMC Information related to the Licensed Molecules upon (i) the receipt by each Party of any approvals required under Applicable Law, (ii) the payment to Licensor of the Buyout Payment, and (iii) closing of the transfer of title to the Licensed Technology on the Closing Buyout Date. (a) If Licensee desires to exercise the Buyout, it shall send written notice to Licensor during the term of this Agreement, setting forth a proposed date (“Buyout Closing Date”) for the closing of transfer of title to the Licensed Technology and all related filings with Regulatory Authorities, Data and CMC Information related to the Licensed Molecules and payment of the Buyout Price which shall be no later than ninety (90) days after the notice of exercise (or, if later, thirty (30) days following mutual agreement on, or determination in accordance with Exhibit D of, the Royalty NPV Amount). (b) On such Buyout Closing Date, Licensee shall pay to Licensor the Buyout Payment, in either cash or Subsequent Stock Consideration, and Licensor shall transfer all right, title and interest in and to the Licensed Patents to Licensee by execution and delivery of a written assignment of the Licensed Patents in form recordable in the USPTO reasonably satisfactory to Licensee’s counsel, and Licensee shall be authorized to immediately file such assignment in the USPTO. Licensor shall also execute and deliver such other documents and instruments as shall be reasonably necessary to effect the transfer of all right, title and interest in and to the Licensed Technology in accordance with Applicable Law and all related filings with Regulatory Authorities, Data and CMC Information to Licensee, in accordance with this Agreement, in the form provided by Licensee’s counsel and mutually agreed by Licensor, and shall deliver to Licensee all tangible embodiments of the Licensed Know-How and Data and CMC Information in Licensor’s possession and control. (c) The a...

Buyout. As soon as possible after the awarding of the Work to the primary Subcontractors, CM/GC shall review projected costs and provide the Owner with a buy-out status report showing any projected cost underruns, reconciling accepted Offers and other reasonably anticipated costs, to the cost estimate used by CM/GC to establish the GMP. CM/GC shall include with its report any underlying documentation requested by Owner used to develop or support such report. CM/GC shall also consider the reduced risk associated with known subcontracting costs, and the impact that reduced risk has on the amount of the CM/GC’s Contingency. The parties shall negotiate in good faith to execute a Change Order transferring an appropriate portion of any projected cost underruns to an Owner-controlled contingency fund to be held within the GMP to pay for additional costs arising from (a) any Owner-directed or approved change to the Work, (b) schedule changes that would otherwise entitle CM/GC to an increase in the GMP, (c) Allowance items after exhaustion of all Allowances, (d) selection by Owner of more expensive alternates than those used for calculation of the GMP, (e) Owner selection of substitutions that increase the Cost of the Work, or (f) any other costs which otherwise would entitle CM/GC to an increase in the GMP. Any transfer of projected cost underruns from CM/GC’s contingency to the Owner-controlled contingency fund will not affect CM/GC’s obligation to furnish Owner with a complete, fully functional facility within the GMP without use of the funds transferred to the Owner-controlled contingency fund unless such funds are released by Owner for the purposes set forth in (a) through (f) of this Article 6.

Buyout. If either (a) HLTT gives notice of Abandonment to PTG that is not followed by a Reversion or (b) within three years after commencement of a Reversion, HWC has not achieved a Cash Flow Positive period at any time, then at any time thereafter (if but only if HWC has not at any time achieved a Cash Flow Positive period) either HLTT or PTG (the “Offeror”) may give written notice to the other (the “Recipient”) of a “Buyout”. The notice of Buyout shall state a per common share price (applicable to convertible securities on an as-converted basis) at which the Offeror offers to both (1) purchase the HWC securities owned by the Recipient, and (2) sell to the Recipient the HWC shares owned by the Offeror, at the option of the Recipient. Within forty days after receipt of the notice of Buyout, the Recipient will respond in writing stating its choice to purchase the Offeror’s shares or sell the Recipient’s shares at the price set forth in the notice of Buyout. If the Recipient fails to respond in writing within forty days, then the Recipient will be deemed to have agreed to sell its HWC shares to the Offeror. The closing of the purchase and sale will take place at the executive offices of HWC on the thirtieth day after Offeror receives Recipient’s notice (or seventy days after notice of Buyout was given, if the Recipient fails to respond) or the first business day thereafter. At the closing, the seller will deliver a stock power and certificate (if issued) transferring its HWC shares to the buyer, and the buyer will deliver the purchase price. Unless otherwise agreed by the parties, the purchase price may be paid in cash or in any combination of cash (not less than twenty percent of the purchase price) and promissory note. Unless otherwise agreed to by the parties, the promissory note shall:

Buyout. 9.1 The Customer acknowledges that by entering into the Contract and/or the Network Contract, the Customer may have to pay termination or other charges to a Network Provider or third party for cancelling or terminating a pre-existing contract with that Network Provider or any third party. 9.2 The Purchase Order may specify a sum that XTRA is prepared to reimburse the Customer to cover some or all of the termination charges referred to in clause 9.1 (Buyout). Subject to clause 9.3, XTRA shall reimburse the Customer the amount of the Buyout specified in the Proposal and Contract upon receipt of VAT invoices for the amount of the Buyout from the Customer’s old supplier and from the Customer to XTRA (the value of the Buyout specified in the Proposal and Contract shall be inclusive of VAT). Where the Buyout figure specified in the Proposal and Contract is insufficient to cover all of the charges referred to at clause 9.1, the Customer shall remain liable to pay the remainder. 9.3 Notwithstanding this clause 9, it shall remain the Customer’s liability to pay any termination or similar charges referred to in clause 9.1. Providing the Customer has not committed a breach of the Contract or any Network Contract (excluding any pre-existing contract for services similar to those provided under the Contract), and upon receipt of invoices in accordance with clause 9.2, XTRA shall reimburse the Customer for the amount of the Buyout. The reimbursement under this clause 9 shall be paid in three monthly instalments and the first reimbursement payment shall be made by XTRA within 90 days of receipt of the invoice issued in accordance with clause 9.2. 9.4 Where XTRA, despite not being contractually obliged to do so, pays the Buyout sum whether in a lump sum or instalments, to the Customer up front as opposed to by way of reimbursement, such ▇▇▇▇▇▇ sum paid by XTRA to the Customer shall be paid over to the Network Provider in respect of the pre-existing contract without delay.

Buyout. Tenant may terminate this Lease upon no less than sixty (60) days’ written notice and payment of a buyout fee that is equal to the discounted net present value of the remaining Base Rent due under the Lease and for purposes of this provision the discount rate shall be 10 percent (10%).

Buyout. Buyout price is US$5,000,000 (five million dollars) from which advance royalty payments, made up to the day of the buyout, may be subtracted from the Buyout price. Lessee will pay Lessor a perpetual one-half per cent (0.5%) royalty on Net Smelter Returns (as defined below in Section I. of this document) thereafter.