Assignment Consideration. Upon the Closing, Assignee shall deliver to Escrow Holder via wire transfer of immediately available funds an amount equal to the difference between Ten Million Seventy-Five Thousand and 00/100 Dollars ($10,075,000.00) and the purchase price set forth in the Purchase Agreement (as said amount is subject to adjustment as provided in the Purchase Agreement based upon the closing date and/or the exercise of option date) attached hereto (“Assignment Consideration”).
Assignment Consideration. At the Closing and subject to and upon the terms and conditions of this Agreement, the Assignee shall deliver to the Assignor the Assignment Consideration in the amount of RMB 5 million with immediately available cash in US Dollars or RMB via wire transfer to bank account designated by Assignor.
Assignment Consideration. 2.1 In consideration of the sum of £1, receipt of which the Assignor now acknowledges, The Assignor hereby irrevocably assigns to the Assignee, with full title guarantee, all of the Assigned Rights.
2.2 The Assigned Rights are assigned for the whole term of such rights together with all reversions, revivals, extensions and renewals.
2.3 The rights assigned under this Paragraph 2 include the right to bring proceedings in respect of and recover any damages or benefit from any other remedies in respect of, any infringement of the Assigned Rights whether occurring before, during or after the date of this Agreement.
Assignment Consideration. Company agrees to pay Inventor, Royalties in the amount of: (i) four percent (4%) of the Revenues of Company, derived anywhere in the world by, for, through, or under Company; (ii) less any Base Salary (and/or any salary or severance payments on account of the termination of the Employment Agreement for Good Cause) paid to Xxxxxx XxXxxxx, as Employee, pursuant to the Employment Agreement. As of the termination of the Employment Agreement, Company agrees to pay to Inventor, Royalties in the amount of four percent (4%) of the Revenues of Company, derived anywhere in the world by, for, through, or under Company for the balance of the Term, provided, however, Company’s obligation to pay Royalties on Revenues based on clause (i) of the definition shall be deferred until collected by Company. In the event that Revenues under this Agreement consist of illiquid property, Inventor shall be entitled to four percent (4%) of such illiquid property, in kind. Company shall use commercially reasonable efforts to sell the illiquid property (including that owned by Inventor) unless Inventor otherwise agrees. If the Company pays a dividend within the meaning of clause (iv) of the definition of Revenues, it shall be considered illiquid property. In the event Company desires to enter into an agreement to sell the illiquid property to an unrelated Person, Company shall, not less than ten (10) business days prior to entering into such agreement, notify Inventor (which notice shall include a copy of the proposed agreement. Within five (5) business days after receipt of the proposed agreement, Inventor shall have the right to elect to “tag along”, in which event a pro rata percentage of the illiquid property owned by Inventor (“Pro Rata Percentage”) shall be included in the transaction on the same terms and conditions as set forth in the proposed agreement. For example, if Company owns 96% of the illiquid property and Inventor owns 4% of the illiquid property and a buyer agrees to buy 50% of the illiquid property, then Company shall sell 48% of the illiquid property and Inventor shall sell 2% of the illiquid property and the purchase price shall be allocated accordingly. All Royalties due hereunder shall be paid in United States Dollars. All Royalties paid or computed in other currencies shall be converted into United States Dollars at the buying rate for the transfer of such other currencies to United States Dollars as quoted by the Chase Manhattan Bank (or if Chase Manhattan ...
Assignment Consideration. As provided for by Paragraph 6.6, and subject to the Most Favored Licensee definition of Paragraph 2.11 Licensee agrees to pay PHS, as consideration for receiving PHS consent to the assignment of the Agreement as required by Paragraph 14.7, a royalty in the amount of:
(a) [**] Dollars ($[**]), in the event that the assignment of the Agreement is required because Licensee is selling substantially all of their assets as part of a merger or acquisition. In addition to the aforementioned Assignment Consideration outlined within this paragraph, the Assigned Licensee shall provide to PHS an updated Development Plan and Benchmarks within [**] days of the Assignment ; or
(b) [**] Percent ([**]%) of the value of the cash consideration due to the Licensee as of the effective date of the assignment, excluding (1) [**] of this Agreement and (2) those [**] by and between PHS and Licensee, in the event that the assignment of this Agreement is required because Licensee is selling only the assets associated with the commercialization of a product requiring access to this Agreement. In addition to the aforementioned Assignment Consideration outlined within this paragraph, the Assigned Licensee shall provide to PHS an updated Development Plan and Benchmarks within [**] days of the Assignment
Assignment Consideration. (i) Subject to Section 4.1(h)(ii), in connection with any Change of Control Transaction or in connection with any Asset Sale Transaction, Licensee shall pay MD Xxxxxxxx a fee (an “Assignment Fee”) equal to the applicable percentage of Assignment Consideration, as set forth in Table 4.1(h), as determined at the Closing Date of such transaction, within thirty (30) calendar days of Licensee’s (or its shareholders’, designees’, successors’ or assigns’, as applicable) receipt thereof; provided, however, in the event of a Change of Control Transaction, the result of which Licensee retains direct control and exercise of the rights granted in Article III (each, an “Excluded Transaction”), payment of such Assignment Fee shall be due within thirty (30) days of the Closing Date of the first Change of Control Transaction or Asset Sale Transaction thereafter for which payment may not be delayed under this Section 4.1(h)(i) (a “Triggering Transaction”). Prior to achievement of Milestone Event 1 for any Licensed Product [*]% $[*] After achievement of Milestone Event 1, but before achievement of Milestone Event 2 [*]% $[*] After achievement of Milestone Event 2, but before achievement of Milestone Event 3 [*]% $[*] After achievement of Milestone Event 3, but before achievement of Milestone Event 4 [*]% $[*] After achievement of Milestone Event 4 [*]% $[*]
(ii) upon the occurrence of any Excluded Transaction, Licensee shall promptly provide written notice to MD Xxxxxxxx setting forth the material terms of such transaction and the fair market value (at the time of such transaction) of any and all consideration, in whatever form, received by Licensee and solely allocable to this Agreement related to such transaction. For clarity, 1) the parties agree that a transaction where “Company X” merges Licensee out of existence at a point in time after an Excluded Transaction would be a Triggering Transaction; 2) the Assignment Fee owed for such Triggering Transaction will be based on the Table 4.1(h) percentage applicable at the Closing Date of the Triggering Transaction; and 3) the Assignment Fee owed for an Excluded Transaction will be based on the Table 4.1(h) percentage applicable at the Closing Date of the Excluded Transaction.
Assignment Consideration. As additional consideration for Assignor ------------------------ assigning the Lease to Assignee, Assignee in addition to performing the tenant's obligations under the Lease (such as the payment of Base Rent to Landlord) shall pay $331,372.16 payable in 23 monthly installments, consisting of: (a) 12 equal monthly payments of $14,106.40 commencing on July 1, 1999, and continuing on the 1st of each month thereafter for the next 11 months, (b) 10 equal monthly payments of $15,388.80 commencing on July 1, 2000, and continuing on the 1st of each month thereafter for the next 9 months and (c) 1 installment of $8,207.36 on May 1, 2001. Assignor shall pay Landlord its share of net assignment considerations as required by the lease.
Assignment Consideration. LLC shall pay Xxxxxxxx $229,771 in consideration of the assignment of Xxxxxxxx'x Option rights in the 4th Addition Property, which payment shall be in the form of LLC's promissory note, bearing interest at the rate of 1% over prime, secured by a fourth mortgage on the 4th Addition residential lots (subordinate to $425,000 first and $1,340,000 second mortgages in favor of the development loan lender and the $670,000 "Shared Costs" third mortgage in favor of BF Holding Company. At the closing LLC shall execute a Modification of the Shared Costs mortgage to include the 4th Addition residential lots as additional collateral for the Shared Costs loan.
Assignment Consideration. As consideration for the assignment of the Leases, on the first business day following the initial Closing Date (or such other date pursuant to Section 3 hereof), the REIT Parties shall deliver to the Lessees $5,250,000 (the “Aggregate Lease Assignment Payment”), as adjusted if required pursuant to Sections 3(a) or 10 hereof, if applicable, and as further adjusted as provided in Section 4(c)(ii) below, by wire transfer of immediately available funds to such bank account(s) as the Lessees shall specify (by written notice delivered to the REIT Parties not less than three (3) business days prior to the initial Closing Date). The Aggregate Lease Assignment Payment shall be allocated to the Leases for the applicable Hotels as described in Exhibit 4(c)(i) hereto (as so allocated to a particular Hotel, an “Individual Lease Assignment Payment”).
Assignment Consideration. In the case of an assignment other than to a Permitted Transferee, Tenant shall pay to Landlord one half of all sums or other economic consideration received by Tenant as compensation to Tenant for such assignment (excluding any amounts for equipment, services or other property provided by Tenant, except to the extent in excess of fair market value), after first deducting the actual, out-of-pocket cost of any real estate commissions, legal fees, tenant improvements, concessions, and other costs reasonably incurred to effect the assignment. If such consideration is received by Tenant in installments, the portion of each installment to be paid to Landlord shall be determined by subtracting from the installment an amount equal to the total amount of the foregoing permitted deductions divided by the total number of installments.
