and Exhibit 5 Sample Clauses

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.
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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.
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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.
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and Exhibit 5. (h) of the Original License Agreement is hereby amended and restated in its entirety to read as follows:
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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.

  • ATTACHMENTS AND EXHIBITS (a) All attachments to this Agreement are incorporated as if set out fully. (b) In the event of any inconsistencies or conflict between the language of this Agreement and the attachments, the language of the attachments shall control, but only to the extent of the conflict or inconsistency. (c) This Agreement has the following attachments: Exhibit 1 – Audit Requirements Exhibit 2– Funding Sources Exhibit 3– Single Audits Attachment A – Scope of Work Attachment A (1) – Allowable Costs and Eligible Activities – Budget Directions Attachment A (2) – Proposed Budget Detail Worksheet Attachment A (3) – Quarterly Reports Attachment B – Justification of Advance Payment Attachment C – Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion Attachment D – Warranties and Representations Attachment E – Statement of Assurances Attachment F – Mandatory Contract Provisions Attachment G – Certification Regarding Lobbying Attachment H – Reporting Forms

  • 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.

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

  • Heading 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.

  • 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.

  • 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.

  • Schedules and Exhibits Incorporated 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.

  • LIST OF SCHEDULES AND EXHIBITS Schedules

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