and Exhibit 5 Sample Clauses

and Exhibit 5. 1(a). In case of any conflict between the terms and conditions set forth in Exhibit 2.1(a) and Exhibit 5.1(a), Exhibit 2.1(a) shall prevail.
Sample 1
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and Exhibit 5. 3(a) as of Closing. The amount so determined shall be the “Final Intercompany Debt”. If the Final Intercompany Debt exceeds the Preliminary Intercompany Debt, the Purchasers shall pay to the Seller 1 an amount equal to such excess; if it falls short of the Preliminary Intercompany Debt, Seller 1 shall pay an amount equal to such shortfall to the Purchasers in such proportion the Purchasers shall notify to Seller 1 in writing. The excess or short-fall determining the “Balance Amount”. The Balance Amount, if any, shall be paid within ten (10) Business Days after the Closing Account and Statement have become final and binding upon the Parties in accordance with Section 5.3. The payment of the Balance Amount shall be combined with the payment of the Purchase Price Adjustment as set out in Section 5.4(c). Provided that prior to the Closing Date the Sellers have completed the investment of EUR 4,000,000 of share capital and share premium into AVS Health Espana S.L. and the onward investment by AVS Health Espana S.L of EUR 4,000,000 of share capital and share premium into Movianto Espana S.A. as set out in the Deloitte Step Plan, the Purchasers undertake to the Sellers that they shall, within two Business Days after and excluding the Closing Date, pay an amount of EUR 4,000,000 to the Sellers’ Account. The Parties agree that such amount shall be on account of an anticipated Balance Amount, so that in determining the amount payable under section 5.4 (c), being the combination of Balance Amount and Purchase Price Adjustment finally calculated in accordance with clause 5.3, the Parties shall add or subtract the amount of EUR 4,000,000 paid by the Purchasers.
Sample 1
and Exhibit 5. Section 9.2(h) of the Original License Agreement is hereby amended and restated in its entirety to read as follows:
Sample 1
and Exhibit 5. In the event there is a conflict between language in Article VI and similar language in Sections 16.0 and 17.0 of Exhibit 5, the terms of Article VI shall control.
Sample 1

Related to and Exhibit 5

  • Definitions and Exhibits The following terms when used in this Agreement shall be defined as follows:

  • ADDENDA AND EXHIBITS Attached hereto is an Addendum or Addenda consisting of Paragraph 49 through 52, and Exhibits A through A, all of which constitute a part of this Lease.

  • Headings and Exhibits The headings herein are for purposes of references only and shall not otherwise affect the meaning or interpretation of any provision hereof. The schedules and exhibits attached hereto and referred to herein shall constitute a part of this Agreement and are incorporated into this Agreement for all purposes.

  • ANNEXES, EXHIBITS AND SCHEDULES Annex I List of Commitments Exhibit A Form of Note Exhibit B-1 Form of Initial Funding Disbursement Request Exhibit B-2 Form of Subsequent Funding Request Exhibit B-3 Form of Invoice Disbursement Request Exhibit C Form of Direction Letter Exhibit D Form of Compliance Certificate Exhibit E Form of Legal Opinion of Xxxxxx & Xxxxxx, special counsel to the Borrower Exhibit F-1 Security Instruments Exhibit F-2 Form of Security Agreement Exhibit G Form of Assignment and Assumption Exhibit H Form of Conveyance of Overriding Royalty Interest Exhibit I Form of Warrant Agreement Exhibit J Form of Letter-in-Lieu Exhibit K Development Plan Exhibit L Form of Pledge Agreement Schedule 1.01 AFE Requirements Schedule 1.02 Approved Counterparties Schedule 8.05 Litigation Schedule 8.06 Environmental Matters Schedule 8.13 Insurance Schedule 8.15 Subsidiaries and Partnerships Schedule 8.17 Title to Properties Schedule 8.19 Gas Imbalances Schedule 8.20 Marketing Contracts Schedule 8.21 Swap Agreements Schedule 8.25 Material Agreements Schedule 8.30 Past Due Accounts Payable Schedule 9.02(e) Notice of Certain Events Schedule 9.18(b)(i) 3% Properties Schedule 9.18(b)(ii) 2% Properties Schedule 10.02 Debt Schedule 10.03 Excepted Liens Schedule 10.05 Investments Schedule 10.07 Leases Schedule 10.23 Net Sales Volumes

  • Schedules and Exhibits All of the schedules and exhibits attached to this Agreement shall be deemed incorporated herein by reference.

  • Incorporation of Schedules and Exhibits The schedules, attachments and exhibits referenced in and attached to this Agreement shall be deemed an integral part hereof to the same extent as if written in whole herein. In the event that any inconsistency or conflict exists between the provisions of this Agreement and any schedules, attachments or exhibits attached hereto, the provisions of this Agreement shall supersede the provisions of any such schedules, attachments or exhibits.

  • Headings, Schedules and Exhibits The Article and/or Section headings and the Table of Contents in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purpose. The Schedules and Exhibits annexed hereto are hereby incorporated herein as a part of this Agreement with the same effect as if set forth in the body hereof.

  • Incorporation of Exhibits, Annexes, and Schedules The Exhibits, Annexes, and Schedules identified in this Agreement are incorporated herein by reference and made a part hereof.

  • Recitals, Schedules and Exhibits The Recitals, Schedules and Exhibits to this Agreement are incorporated herein and, by this reference, made a part hereof as if fully set forth herein.

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