Assignment Price. The Assignee shall, under this Assignment, pay to Assignee the amount of 75% of the face value of any Note under this Agreement within 12 months of the date of each assignment for the assignment, where the transfer of the Note(s) to Assignee shall occur no later than 5 business days after any relevant payment from Assignor to Borrower has been affected or on such other date as Assignee and Assignor shall agree and confirm in writing (the “Assignment Date”).
Assignment Price. 4.1 According to the Loan Agreement (hereinafter referred to as the “loan agreement-1”) signed by Xxx Xxxx, Xxxxxx Xxx (hereinafter collectively referred to as the “original shareholder”) and the WFOE on 9 November 2012, the Loan Agreement (hereinafter referred to as the “loan agreement-2” and jointly with loan agreement-1 as “Loan Agreement” in this paragraph) signed by the original shareholder Xxxxxx Xxx and the WFOE on 20 June 2014, and the Liability Assumption Agreement signed by the original shareholder Xxxxxx Xxx and the WFOE on 20 June 2014 , the original shareholder Xxxxxx Xxx owe a debt totaling RMB279,180 to the WFOE. Therefore, the parties hereby agree that the assignment price of the option equity of the original shareholder Xxxxxx Xxx shall be equivalent to the amount of the corresponding debt owed by the original shareholder Xxxxxx Xxx to the WFOE under the Loan Agreement at the material time; nevertheless, if the minimum assignment price permitted by the then PRC laws is higher than such debt amount, the minimum assignment price permitted by the PRC laws shall prevail. Notwithstanding the above provisions, the original shareholder Xxxxxx Xxx shall exempt the WFOE from the payment obligations for the portion of the minimum assignment price permitted by the PRC laws in excess of such debt amount in accordance with the PRC laws and regulations. When the WFOE exercises the Purchase Option granted by the original shareholder Xxxxxx Xxx, the WFOE shall have the right to pay the assignment price by directly canceling the debts owed by the original shareholder Xxxxxx Xxx to the WFOE at the material time. The ratio of the cancelled debt to the total debt owed by the original shareholder Xxxxxx Xxx at the material time shall be equivalent to the ratio of the equity assigned by the original shareholder Xxxxxx Xxx to the total equity held by them in the Company.
4.2 Except as otherwise provided in Article 4.1 above, each time the WFOE exercise its right, the entire assignment price that the WFOE and/or its designated entity or individual shall pay to each Existing Shareholder shall be RMB One (1); nevertheless, if there are any mandatory provisions on the assignment prices in the PRC laws then, the assignment price shall be the minimum price permitted by the PRC laws. Notwithstanding the above provisions, the Existing Shareholder shall jointly exempt the WFOE from the payment obligations for the portion of the minimum assignment price permitted by the P...
Assignment Price. 4.1 According to the Loan Agreement (hereinafter referred to as the “loan agreement”) signed by the Existing Shareholders and the WFOE on 18 July 2018, the Existing Shareholders owe a debt totaling RMB10 million to the WFOE. Therefore, the parties hereby agree that the assignment price of the option equity of each Existing Shareholder shall be equivalent to the amount of the corresponding debt owed by each Existing Shareholder to the WFOE under the Loan Agreement at the material time; nevertheless, if the minimum assignment price permitted by the then PRC laws is higher than such debt amount, the minimum assignment price permitted by the PRC laws shall prevail. Notwithstanding the above provisions, the Existing Shareholders shall jointly exempt the WFOE from the payment obligations for the portion of the minimum assignment price permitted by the PRC laws in excess of such debt amount in accordance with the PRC laws and regulations. When the WFOE exercises the purchase option granted to the Existing Shareholders, the WFOE shall have the right to pay the assignment price by directly canceling the debts owed by the Existing Shareholders to the WFOE at the material time. The ratio of the cancelled debt to the total debt owed by the Existing Shareholders at the material time shall be equivalent to the ratio of the equity assigned by the Existing Shareholders to the total equity held by them in the Company.
4.2 The parties hereby agree that the assignment price of the assets of the Company shall be RMB One (1); nevertheless, if the minimum assignment price permitted by the then PRC laws is higher than the said price, the minimum assignment price permitted by the PRC laws shall prevail. Notwithstanding the above provisions, the Company shall exempt the WFOE from the payment obligations for the portion of the minimum assignment price permitted by the PRC laws in excess of RMB One (1) in accordance with the PRC laws and regulations.
Assignment Price. 4.1 Vanguard shall pay for the assignment of the Option by issuing to COASTAL a total of 2,000,000 common shares (the “Vanguard Shares”) of Vanguard and by assuming all of the obligations of COASTAL under the Maxore Agreement, including the obligation to make payments to Maxore as operator of the Property.
Assignment Price. The assignment price for the Purchase Agreement ("Assignment Price") to be paid by Assignee is the sum of the following: (a) One Hundred Thousand Dollars ($100,000.00), paid to Assignor herewith reflecting the Deposit paid by Assignor under the Purchase Agreement which is hereby assigned to Assignee; (b) Two Hundred Thousand Dollars ($200,000.00), paid to the Escrow Agent herewith ("Assignment Deposit") and to be paid by the Escrow Agent as provided in Section 2.3; and (c) Nine Hundred and Sixty-One Thousand Dollars ($961,000.00) ("Purchase Deposit"), to be paid to the Escrow Agent five (5) Business Days prior to the Closing under the Purchase Agreement. At the Closing and payment in full of the Assignment Price to Assignor, Assignor shall be deemed to have assigned to Assignee all rights, if any, that Assignor has in any work product prepared by Assignor's surveyors, engineers, title companies and other consultants with respect to the Property. At or prior to the closing, the Assignor shall have paid all surveyors, engineers, title companies and other consultants for any and all work done with respect to the Property which was requested by the Assignor, even though the work was assigned to the Assignee. Assignor agrees to indemnify and hold harmless the Assignee from any and all claims by surveyors, engineers, title companies and other consultants hired by the Assignor to do work with respect to the Property.
Assignment Price. It is agreed that it will be wholly impractical to calculate a proportional remuneration for the Assignor based on income earned by PERNOD XXXXXX from the exploitation of the Works, the financial consideration payable for the assignment of the Intellectual Property Rights shall therefore be a fixed, all-inclusive remuneration, in accordance with Article L. 131-4 of the French Intellectual Property Code In consideration for the assignment of Intellectual Property Rights in and to the Works, PERNOD XXXXXX hereby agrees to pay to the Assignor an overall lump sum amount of 500 (five hundred) £ for each Works individually. The Assignor shall have no claim for any further payment whatsoever The Assignor warrants and confirms to PERNOD XXXXXX that: It is free to enter into this Assignment Agreement and to grant to PERNOD XXXXXX all rights and consents granted in it; To the extent that they are not already owned by PERNOD XXXXXX, it is the sole, absolute, unencumbered legal and beneficial owner of all Intellectual Property Rights in the Works; It has not assigned or purported to assign any of the Intellectual Property Rights in the Works to any third party nor given permission to any third party to use any of the Intellectual Property Rights in the Works; It has obtained all necessary consents, permissions and licences to enable PERNOD XXXXXX and any member of the Group to use and exploit the Works worldwide for the duration of protection of the Intellectual Property Rights in the Works; The Works were created independently and without any reference to any third party works; The use and exploitation in any way of the Works by PERNOD XXXXXX or any member of the Group will not infringe any intellectual property or similar rights of a third party; and At the time of signature of the present Assignment Agreement, the Intellectual Property Rights in the Works are not subject to any claim or dispute. To the extent that the warranties mentioned above are breached by the Assignor, the Assignor shall indemnify and keep indemnified PERNOD XXXXXX and any member of the Group, including their officers, directors and employees from and against all claims, damage, losses, costs (including, without limitation, all reasonable legal costs), expenses, demands or liabilities incurred as a result of such breach.
Assignment Price. 4.1 Entourage shall pay for the assignment of the Option by issuing a total of 15,000,000 common shares (the "Shares") of Entourage to a trustee (the "Trustee") appointed by CMKM.
4.2 CMKM agrees to make any and all reasonable efforts to distribute the Shares to its shareholders (the “CMKM Shareholders”) pro rata to the CMKM Shareholders in accordance with applicable securities laws, rules and regulations and shall, in furtherance of this distribution, forthwith appoint the Trustee of the Shares to distribute the Shares.
4.3 CMKM agrees that it will bear all of the costs of the distribution of the Shares to theCMKM Shareholders including, without limiting the generality of the foregoing, the appointment of the Trustee and the Trustee’s remuneration.
4.4 Entourage agrees that it will, subject to section 4.3 above, make any and all reasonable efforts to facilitate the Trustee’s distribution of the Shares to the CMKM Shareholders.
4.5 CMKM agrees that it will abstain from using the voting rights attaching to the Shares until such time as it has distributed the Shares to the CMKM Shareholders under section 4.2 above.
4.6 CMKM agrees that any Trustee it appoints will not be appointed unless the Trustee first agrees to the terms of section 4.5 above.
4.7 In the event that a court of competent jurisdiction appoints a trustee other than the Trustee, the rights to vote the Shares shall be exercised, for a period of five (5) years, by the President of Entourage and CMKM or its Trustee agree to appoint the President of Entourage as its or their proxy holder at any meeting of shareholders of Entourage.
Assignment Price. 6.1. In consideration of the performance of the Service Provider’s obligations under any Assignment, the Council shall pay the Assignment Price.
6.2. In addition to the Assignment Price, the Council shall pay to the Service Provider any value added tax chargeable on the Assignment Price subject to the provision to the Council of a proper value added tax invoice.
6.3. Unless otherwise agreed in the Finance Schedule or the Statement of Work payment will be made within 28 days of receipt and agreement of an invoice (or part thereof) submitted in accordance with all requirements of this Condition 6 and invoices are to be submitted weekly in arrears for Services provided.
6.4. Where an invoice is disputed, the parties shall seek to resolve the dispute promptly and, if necessary, the matter shall be dealt with in accordance with Condition 34. The Council shall be under no obligation to pay the disputed charge until the dispute has been resolved. For the avoidance of doubt, where an invoice is disputed in part, the Council shall pay such part of the invoice which is not in dispute in accordance with Condition 6.3.
6.5. Each invoice shall:
a) be submitted to the address of the Council specified in the Finance Schedule or Statement of Work (or if none is specified to the address set out in the Framework Form) or may be submitted electronically to xxxxxxxxxxxxxxx0@xxxxxxxxxxx.xxx.xx or such other address as may be specified by the Council from time to time;
b) contain a detailed breakdown of Services supplied;
c) be supported by any information required by the Council to substantiate such invoice; and
d) comply with any other provisions in the Finance Schedule or Statement of Work in respect of invoices.
6.6. Without prejudice to any other right or remedy of the Council, the Council may, acting reasonably, reduce payment in respect of any Services which the Service Provider has failed to provide or has provided inadequately.
6.7. Where the provisions of section 7 of Schedule 1 have not been complied with, the Council may withhold payment of the final invoice for such Assignment until the Service Provider has complied with such requirements.
6.8. Without prejudice to any other right or remedy of the Council, where any sum of money is recoverable from or payable by the Service Provider or any Associated Company under any Assignment or any other contract between the Service Provider or an Associated Company and the Council (including in all instances any sum which the ...
Assignment Price. We will pay to you for each Assigned Account a price (an "Assignment Price") equal to Eighty percent (80%) for EPC, Seventy-Five percent (75%) for TEI, and Eighty percent (80%) for All of the outstanding amount of such Account. We will not purchase All accounts until the existing security interest on accounts receivable is either released or fully subordinated.
Assignment Price. The term “ASSIGNMENT PRICE” means the sum of Five Million Dollars ($5,000,000.00), as adjusted in accordance with Section 4.5 of this AGREEMENT.
