Material Inducement; Consideration Sample Clauses

Material Inducement; Consideration. Guarantor acknowledges and agrees that Administrative Agent and Lenders are specifically relying upon the representations, warranties, agreements and waivers contained herein and that such representations, warranties, agreements and waivers constitute a material inducement to Administrative Agent and Lenders to accept this Guaranty and to enter into the Loan Agreement and the transaction contemplated therein. Guarantor further acknowledges that it expects to benefit from Lenders’ extension of financing accommodations to Borrower because of its relationship to Borrower, and that it is executing this Guaranty in consideration of that anticipated benefit.
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Material Inducement; Consideration. Guarantor acknowledges and agrees that Lender is specifically relying upon the representations, warranties, agreements and waivers contained herein and that such representations, warranties, agreements and waivers constitute a material inducement to Lender to accept this Guaranty and to enter into the Loan Agreement and the transaction contemplated therein. Guarantor further acknowledges that it expects to benefit from Lender's extension of financing accommodations to Borrower because of its relationship to Borrower, and that it is executing this Guaranty in consideration of that anticipated benefit.
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Material Inducement; Consideration. Each ---------------------------------- Guarantor acknowledges and agrees that Agent is specifically relying upon the representations, warranties, agreements and waivers contained herein and that such representations, warranties, agreements and waivers constitute a material inducement to Agent to accept this Guaranty and to enter into the Credit Agreement, the other Loan Documents and the transactions contemplated therein. Each Guarantor further acknowledges that it expects to benefit from Agent's extension of financing accommodations to Borrowers because of its relationship to Borrowers, and that it is executing this Guaranty in consideration of that anticipated benefit.
Sample 1
Material Inducement; Consideration. Guarantor acknowledges and agrees that Administrative Agent and Secured Parties are specifically relying upon the representations, warranties, agreements and waivers contained herein and that such representations, warranties, agreements and waivers constitute a material inducement to Administrative Agent and Secured Parties to accept this Guaranty and to enter into the Loan Agreement and the transaction contemplated therein. Guarantor further acknowledges that it expects to benefit from Secured Parties’ extension of financing accommodations to Borrowers because of its relationship to Borrowers, and that it is executing this Guaranty in consideration of that anticipated benefit.
Sample 1

Related to Material Inducement; Consideration

  • Material Inducement The expressions of intent, the waivers, the representations and warranties, the covenants, the agreements and the stipulations set forth in this Section are a material inducement to each of Lessor and Lessee in entering into this Lease.

  • Independent Contract Consideration Upon the Effective Date, Purchaser shall deliver to Seller a check in the amount of Fifty Dollars ($50) (the “Independent Contract Consideration”), which amount Seller and Purchaser hereby acknowledge and agree has been bargained for and agreed to as consideration for Seller’s execution and delivery of this Agreement. The Independent Contract Consideration is in addition to and independent of any other consideration or payment provided for in this Agreement, and is nonrefundable in all events.

  • Contingent Consideration The Contingent Consideration shall become payable and/or issuable to each Selling Securityholder within 10 Business Days of the Contingent Consideration Date in accordance with this Section 1.5(c) (and subject to Section 1.5(a)), subject to and in accordance with Section 1.6, including any reduction for an amount of cash up to such Selling Securityholder’s Pro Rata Share of the Holdback Amount withheld pursuant to Section 1.6(b), with each Selling Securityholder receiving an amount of cash and/or stock equal to (a) the percentage set forth in the Spreadsheet opposite such Selling Securityholder’s name under the heading “Contingent Consideration Percentage” multiplied by (b) the Contingent Consideration. The “Contingent Consideration Date” shall mean the earlier of (i) the date that is 30 months following the Closing Date and (ii) the date upon which $50 million in gross proceeds (net of transaction fees and expenses, including any broker fees, the “Contingent Threshold Amount”) is received by Purchaser from investors pursuant to bona fide equity financings in exchange for the issuance of Purchaser Series B Stock. If the Contingent Threshold Amount (A) is met prior to the Contingent Consideration Date, then the Contingent Consideration shall be an amount payable in cash equal to $50 million, or (B) is not met prior to the Contingent Consideration Date, then the Contingent Consideration shall be (I) an amount payable in cash equal to the gross proceeds (net of transaction fees and expenses, including any broker fees) received by Purchaser from investors pursuant to bona fide equity financings during such 30-month period in exchange for the issuance of Purchaser Series B Stock (the “Actual Financing Proceeds”), plus (II) a number of shares of Purchaser Series B Stock equal to (x) two multiplied by (y) (i) (1) the Contingent Threshold Amount minus (2) the Actual Financing Proceeds, divided by (ii) the Purchaser Series B Stock Price (such amount of cash paid and/or shares issued, the “Contingent Consideration”). Notwithstanding anything to the contrary in the foregoing, to the extent any such Selling Securityholder is not able to provide evidence satisfactory to Purchaser that such Selling Securityholder is an accredited investor as defined in Rule 501(a) of Regulation D under the Securities Act (or otherwise provide evidence satisfactory to Purchaser that another applicable exemption under the Securities Act is available to rely upon), then Purchaser reserves the right, in its sole discretion, to replace the share issuance to such Selling Securityholder pursuant to clause (II) of the prior sentence with a payment in cash equal to (x) the Purchaser Series B Stock Price multiplied by (y) the number of shares that otherwise would have been issuable to such Selling Securityholder pursuant to clause (II) of the prior sentence (rounded down to the nearest cent).

  • Material Contracts 13 Section 3.10

  • Independent Consideration Contemporaneously with the execution and delivery of this Agreement, Buyer has paid to Seller as further consideration for this Agreement, in cash, the sum of One Hundred Dollars ($100.00) (the “Independent Consideration”), in addition to the Deposit and the Purchase Price and independent of any other consideration provided hereunder, which Independent Consideration is fully earned by Seller and is non-refundable under any circumstances.

  • Non-Inducement I will not directly or indirectly assist or encourage any person or entity in carrying out or conducting any activity that would be prohibited by this Non-Compete Agreement if such activity were carried out or conducted by me.

  • No Material Contracts No contract or commitment will be entered into, and no purchase of raw materials or supplies and no sale of goods or services (real, personal, or mixed, tangible or intangible) will be made, by or on behalf of Company, except contracts, commitments, purchases or sales which are in the ordinary course of business and consistent with past practice, are not material to the Company (individually or in the aggregate) and would not have been required to be disclosed in the Disclosure Schedule had they been in existence on the date of this Agreement.

  • Amendment, Etc. of Material Contracts Cancel or terminate any Material Contract or consent to or accept any cancellation or termination thereof, amend or otherwise modify any Material Contract or give any consent, waiver or approval thereunder, waive any default under or breach of any Material Contract, agree in any manner to any other amendment, modification or change of any term or condition of any Material Contract or take any other action in connection with any Material Contract that would impair in any material respect the value of the interest or rights of any Loan Party thereunder or that would impair or otherwise adversely affect in any material respect the interest or rights, if any, of any Agent or any Lender Party, or permit any of its Subsidiaries to do any of the foregoing, in each case in a manner that could reasonably be expected to have a Material Adverse Effect, in each case taking into account the effect of any agreements that supplement or serve to substitute for, in whole or in part, such Material Contract.

  • Inducement SpinCo acknowledges and agrees that Parent’s willingness to cause, effect and consummate the Separation and the Distribution has been conditioned upon and induced by SpinCo’s covenants and agreements in this Agreement and the Ancillary Agreements, including SpinCo’s assumption of the SpinCo Liabilities pursuant to the Separation and the provisions of this Agreement and SpinCo’s covenants and agreements contained in Article IV.

  • 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.

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