Additional Consideration Payable to Lessor Sample Clauses

Additional Consideration Payable to Lessor. If Lessor gives its consent to any Transfer, Lessor shall be entitled to any proceeds from any such Transfer, with the Lessor’s participation capped at a maximum of four percent (4%) of gross proceeds from the sale if the Lease is assigned or otherwise transferred or sold within Lease Years one (1) through five (5); and five percent (5%) if transferred after Lease Year five
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Additional Consideration Payable to Lessor. Except as provided below with respect to a valet concession, if Lessor gives its consent to any sub-lease, Lessee shall, in consideration therefore, include in Lessee‟s Gross Revenues the amount of Sub- lessee‟s Gross Revenues which shall be listed separately on Lessee‟s Semi-Annual Report. Sub-lessee‟s records shall be kept in accordance with Section 4.4. Gross revenues shall not include garage retail revenues based on square foot rental fees. Additionally, Lessor reserves the right to examine Sub-lessee‟s books and audit Sub-lessee‟s entire records in accordance with Sections 4.6 and 4.7 of this Lease,. Lessee shall collect a fee from all valet concessionaires allowed on the Property. Lessee shall include any and all amounts Lessee receives from the valet concessionaire in Lessee‟s Gross Revenues and Lessor shall receive Percentage Rent from Lessee pursuant to Article IV. The acceptance by Lessor of the payment of Rent following any sub-lease prohibited by this Article shall not be deemed to be a consent by Lessor to any such sub-lease nor shall the same be deemed to be a waiver of any right or remedy of Lessor hereunder.
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Additional Consideration Payable to Lessor. If Lessor gives its consent to any Transfer, Lessor shall be entitled to proceeds from any such Transfer, with the Lessor’s participation amounting to ten percent (10%) of gross proceeds from the sale if the Lease is assigned or otherwise transferred or sold within Lease Years one (1) through three (3) of the then current term; and seven percent (7%) if transferred within Lease Year four (4) and five (5) (“Transfer Fee”) of the then current term. If the Lease is assigned or otherwise transferred or sold within either of the two (2) additional renewal terms of five years each (“First Renewal Term” and “Second Renewal Term”), the very same allocation of ten percent (10%) and seven percent (7%) shall also apply to Lease Years one (1) through three (3) and to Lease Years four (4) through five (5), respectively, for the First and Second Renewal Terms as well. Lessee shall, in consideration of any Transfer, include in Lessee’s Gross Revenues the amount of Sub- Lessee’s, Assignee’s or Transferee’s Gross Revenues which shall be listed separately on Lessee’s Annual Report. Sub-Lessee’s, Assignee’s or Transferee’s records shall be kept in accordance with Article IV. Additionally, Lessor reserves the right to examine Sub-Lessee’s, Assignee’s or Transferee’s books and audit transferee’s entire records in accordance with Article IV of this Lease. The Transfer fee shall be perpetual and shall apply to any successive Transfer procured by the terms of this Lease for as long as this Lease is active, including modifications and extensions, if any. The acceptance by Lessor of the payment of rent following any Transfer prohibited by this Article shall not be deemed to be consent by Lessor to any such Assignment or Transfer, nor shall the same be deemed a waiver of any right or remedy of Lessor hereunder.
Sample 1
Additional Consideration Payable to Lessor. Except as provided below with respect to a valet concession, if Lessor gives its consent to any sub-lease, assignment or transfer, City shall participate in any proceeds from any such assignment or transfer, with the City‟s participation capped at a maximum of 7% of gross proceeds from the sale if the lease is assigned, sublet, otherwise transferred or sold within Lease Years 1 – 5, 5% between Lease Years 5 – 10 and 3% after Lease Year 10. Lessee shall, in consideration of any sub-lease, assignment or transfer, include in Lessee‟s Gross Revenues the amount of Sub-lessee‟s, Assignee‟s or Transferee‟s Gross Revenues which shall be listed separately on Lessee‟s Semi-Annual Report. Sub-lessee‟s, Assignee‟s or Transferee‟s records shall be kept in accordance with Section 4.5. Additionally, Lessor reserves the right to examine Sub-lessee‟s books and audit Sub-lessee‟s entire records in accordance with Sections 4.7 and 4.8 of this Lease. With respect to a valet concession, Lessee shall exercise its good faith effort to collect a fee from the valet concessionaire. In the event Lessee is able to obtain such a fee, Lessee shall include any and all amounts Lessee receives from the valet concessionaire in Lessee‟s Gross Revenues and Lessor shall receive Minimum Percentage Rent from Lessee pursuant to Article IV. The acceptance by Lessor of the payment of rent following any sub-lease, assignment or transfer prohibited by this Article shall not be deemed to be a consent by Lessor to any such sub- lease nor shall the same be deemed to be a waiver of any right or remedy of Lessor hereunder.
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Related to Additional Consideration Payable to Lessor

  • Additional Considerations For each mediation or arbitration: (i) Any mediation or arbitration will be held in New York, New York, at the offices of the mediator or arbitrator or at another location selected by CNHICA or the Seller. Any party or witness may participate by teleconference or video conference. (ii) CNHICA, the Seller and the Requesting Party will have the right to seek provisional relief from a competent court of law, including a temporary restraining order, preliminary injunction or attachment order, if such relief is available by law. (iii) Neither the Servicer, CNHICA nor the Seller will be required to produce personally identifiable customer information for purposes of any mediation or arbitration. The existence and details of any unresolved Repurchase Request, any informal meetings, mediations or arbitration proceedings, the nature and amount of any relief sought or granted, any offers or statements made and any discovery taken in the proceeding will be confidential, privileged and inadmissible for any purpose in any other mediation, arbitration, litigation or other proceeding. The parties will keep this information confidential and will not disclose or discuss it with any third party (other than a party’s attorneys, experts, accountants and other advisors, as reasonably required in connection with the mediation or arbitration proceeding under this Section 3.3), except as required by law, regulatory requirement or court order. If a party to a mediation or arbitration proceeding receives a subpoena or other request for information of the other party to the mediation or arbitration proceeding, the recipient will promptly notify the other party and will provide the other party with the opportunity to object to the production of its confidential information.

  • 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.

  • Amendments; Waivers; No Additional Consideration No provision of this Agreement may be waived or amended except in a written instrument signed by the Company, Parent and the Shareholders. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of any Party to exercise any right hereunder in any manner impair the exercise of any such right.

  • Special Considerations The Provider position may be abolished at any time by the Collin County Commissioners Court.

  • No Additional Consideration For the avoidance of doubt, the transfer or assumption of any Assets or Liabilities under this Section 2.7 shall be effected without any additional consideration by either party.

  • Financial Considerations 5.1 In the event aggregate funding provided to SCDDO from county, state and/or federal sources is reduced or in any way becomes insufficient to fund this Agreement, the obligations of both SCDDO and the CSP must thereupon be: (1) reduced on a pro rata basis, or (2) renegotiated or terminated, provided that any termination of this Agreement must be without prejudice to any obligations or liabilities of the parties accrued prior to the termination. 5.2 Upon discovery thereof, the CSP, or its employees, subcontractors or authorized agents will report to SCDDO any suspected or identified abuse, fraud or waste related to funds as identified in this Agreement. For the CSP’s convenience, SCDDO provides access to “Our Workplace” to report such suspected abuse, fraud or waste. Our Workplace may be accessed via the internet at xxx.XxxXxxxxxxxx.xxx (ID SCDDO615), or via phone at (000) 000-0000. The CSP agrees to post printed information on Our Workplace in an area accessible by its employees. The CSP also agrees to ensure that its employees are educated on abuse, fraud and waste and have a means to report suspected incidents thereof. Training on abuse, fraud and waste is available through Relias.

  • Financial Consideration A. The College/University and the Facility shall each bear their own costs associated with this Agreement and no payment is required by either the College/University or the Facility to the other party, except that, where applicable, the Facility shall pay the tuition and other educational fees of students it places in the clinical experience program. B. The Facility is not required to reimburse the College/University faculty or students for any services rendered to the Facility or its patients pursuant to this Agreement.

  • 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.

  • Environmental Considerations A. Company, its officers, agents, servants, employees, invitees, independent contractors, successors, and assigns will not discharge or spill any Hazardous Substance, as defined herein, into any component of the storm drainage system or onto any paved or unpaved area within the boundaries of the Premises. In addition, Company will not discharge or spill any Hazardous Substance into any component of the sanitary sewer system without first neutralizing or treating same as required by applicable anti-pollution laws or ordinances, in a manner satisfactory to Authority and other public bodies, federal, state, or local, having jurisdiction over or responsibility for the prevention of pollution of canals, streams, rivers, and other bodies of water. Company’s discharge, spill or introduction of any Hazardous Substance onto the Premises or into any component of Authority’s sanitary or storm drainage systems will, if not remedied by Company with all due dispatch, at the sole discretion of Authority, be deemed a default and cause for termination of this Agreement by Authority, subject to notice and cure. Such termination will not relieve Company of or from liability for such discharge or spill. B. If Company is deemed to be a generator of hazardous waste, as defined by federal, state, or local law, Company will obtain a generator identification number from the U. S. Environmental Protection Agency (EPA) and the appropriate generator permit and will comply with all federal, state, and local laws, and any rules and regulations promulgated thereunder, including but not limited to, ensuring that the transportation, storage, handling, and disposal of such hazardous wastes are conducted in full compliance with applicable law. C. Company agrees to provide Authority, within 10 days after Authority’s request, copies of all hazardous waste permit application documentation, permits, monitoring reports, transportation, responses, storage and disposal plans, material safety data sheets and waste disposal manifests prepared or issued in connection with Company’s use of the Premises. D. At the end of the Agreement, Company will dispose of all solid and hazardous wastes and containers in compliance with all applicable regulations. Copies of all waste manifests will be provided to Authority at least 30 days prior to the end of the Agreement.

  • Closing Consideration (a) At the Closing, Buyer shall pay to Seller or its designee, and Seller or its designee shall receive on behalf of the Affiliate Sellers and Asset Sellers, in consideration for the purchase of the Shares and the Purchased Assets pursuant to Section 2.1, an amount of cash (the “Closing Consideration”) equal to $1,978,151,867 (the “Base Purchase Price”) plus any Adjusted Statutory Book Value Surplus, minus any Adjusted Statutory Book Value Deficit, plus any Other Acquired Companies Shareholders Equity Surplus, minus any Other Acquired Companies Shareholders Equity Deficit, minus the Adjustment for PRIAC IMR Tax Gross-up, in each case, determined by reference to the Estimated Closing Statement in accordance with Section 2.6 (such aggregate amount, as adjusted in accordance with Section 2.7, the “Purchase Price”). (b) At the Closing, in accordance with the PICA FSS Reinsurance Agreements: (i) Seller shall transfer for deposit into the applicable PICA FSS Trust Account Investment Assets (PICA) that are Authorized Investments selected and valued in accordance with the Valuation Methodologies with an aggregate fair market value equal to the Net Initial Reinsurance Settlement Amount for the applicable PICA FSS Reinsurance Agreement as reflected on the Estimated Reinsurance Settlement Statement (“Transferred Investment Assets”) in accordance with Section 2.3(d); provided, if (A) the amount of the Initial Reinsurance Premium is greater than the Required Balance (as defined in the PICA FSS Reinsurance Agreements) as of the Effective Time for the applicable PICA FSS Reinsurance Agreement as reflected on the Estimated Reinsurance Settlement Statement (such excess amount with respect to the applicable PICA FSS Reinsurance Agreement, the “Overfunding Amount”) and (B) the applicable Overfunding Amount is greater than the applicable portion of the Ceding Commission, then Seller shall transfer directly to the applicable Reinsurer Transferred Investment Assets with an aggregate fair market value, determined in accordance with the Valuation Methodologies, equal to the amount by which the applicable Overfunding Amount exceeds such portion of the Ceding Commission, and only the remainder of the Transferred Investment Assets shall be deposited into the applicable PICA FSS Trust Account; (ii) The applicable Reinsurer shall transfer to the applicable PICA FSS Trust Account Authorized Investments such that, after giving effect to the transfers contemplated by Section 2.3(b)(i), the aggregate Book Value (as defined in the PICA FSS Reinsurance Agreements) in each such PICA FSS Trust Account is equal to the Required Balance (as defined in the PICA FSS Reinsurance Agreements) as of the Effective Time for the applicable PICA FSS Reinsurance Agreement as reflected on the Estimated Reinsurance Settlement Statement; and (iii) Seller shall credit to the applicable Modco Account the applicable Separate Account Assets (as such terms are defined in the PICA FSS Reinsurance Agreements). (c) Buyer shall cause to be prepared and delivered to Seller at least five (5) Business Days prior to the anticipated Closing Date a statement setting forth an allocation of the full amount of the Ceding Commission between each of the PICA FSS Reinsurance Agreements. (d) Seller shall undertake its ordinary course process consistent with past practice for determining any credit-related impairments or credit-related losses in value as of the Closing Date for the Transferred Investment Assets and reflect any credit- related impairments or credit-related losses in value from such process in the Transferred Investment Assets. Following the Closing, Seller shall provide reasonable documentation reasonably requested by Buyer for purposes of Xxxxx’s assessment of any credit-related impairments or credit-related losses as of the Closing Date. Seller shall sell, convey, assign, transfer and deliver to the applicable Reinsurer free and clear of all Encumbrances (other than Permitted Encumbrances or Encumbrances imposed under the applicable PICA FSS Trust Agreements) good and marketable title to the Transferred Investment Assets in respect of the PICA FSS Reinsurance Agreements (for the avoidance of doubt, together with all of Seller’s rights, title and interest thereto, including with respect to the investment income due and accrued thereon) and deposit on their behalf to the applicable PICA FSS Trust Account pursuant to Section 2.3(b)(i). Any investment assets to be transferred to a PICA FSS Trust Account shall be transferred in the manner set forth in the applicable PICA FSS Trust Agreement. All third-party costs or expenses incurred (whether prior to, on or following the Closing Date), including reasonable attorneys’ fees, in connection with the transfers of assets to the PICA FSS Trust Accounts or the Reinsurers (including any re-registrations or re-titling thereof) as contemplated by Section 2.3(b)(i) and this Section 2.3(d) shall be borne fifty percent (50%) by Seller and fifty percent (50%) by Buyer.

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