Consideration Payments. (a) The aggregate cash consideration to be delivered to the Sellers at the Closing for the Purchased Units shall be an amount equal to the sum of the following (the “Closing Payment”): (i) eighty million dollars ($80,000,000) (the “Initial Cash Consideration”); plus or minus (ii) the Closing Working Capital Payment; minus (iii) six million, five hundred thousand dollars ($6,500,000) (the “General Escrow Amount”) to be deposited in the General Escrow Account; minus (iv) the Working Capital Escrow Amount to be deposited in the Working Capital Escrow Account; minus (v) the aggregate amount of any Indebtedness as of the Closing Date; minus (vi) the aggregate amount of any Transaction Expenses.
(b) In addition, at the Closing, each Seller shall be issued his Pro Rata Share of an aggregate of 259,814 shares of Parent’s common stock (the “Stock Consideration”), par value $.01 per share.
(c) Following the Closing and subject to the terms and conditions set forth in Section 2.06, Parent shall cause to be paid to Sellers, if and when earned, amounts due and owing to them pursuant to Section 2.06 (the “Earn-Out Payment”).
Consideration Payments. (a). In consideration of Xxxxxxxx’x execution and delivery of the Guaranty Agreement and upon the payment schedule set forth in Section 2(b) hereof, LNS will pay Xxxxxxxx:
(i) an initial payment of Sixty Thousand and No/100 Dollars ($60,000); and,
(ii) subsequent payments of Sixty Thousand and No/100 Dollars ($60,000) for each anniversary date of this Agreement on which LNS has outstanding Obligations (as defined in the Guaranty Agreement); provided, however, that if the maturity date of the Loan falls on an anniversary date of this Agreement, and all of LNS’ Obligations are satisfied on that date, then no additional payment will be due for that period.
(b). LNS will pay Xxxxxxxx amounts due under this Agreement in monthly installments of Five Thousand and No/100 Dollars ($5,000) beginning on February 1, 2011 and continuing until such time as all amounts due to Xxxxxxxx hereunder are paid in full.
Consideration Payments. 5.1 In consideration of the rights and licenses granted to Immunicon by Kreatech hereunder, Immunicon shall pay to Kreatech a non-refundable, lump-sum payment of five hundred thousand US dollars (US$500,000), due and payable within sixty (60) days following the receipt by Immunicon of a Regulatory Approval from the US Food and Drug Administration to market the first Immunicon Product under this Agreement. Such lump-sum payment shall not be creditable to other payments due Kreatech hereunder.
5.2 In further consideration of the rights and licenses granted to Immunicon by Kreatech hereunder, Immunicon shall pay to Kreatech an additional, non-refundable, lump-sum payment of five hundred thousand US dollars (US$500,000), due and payable within ninety (90) days following the achievement of cumulative Net Sales of Immunicon Products in the Immunicon Territory under this Agreement of ten million US dollars (US$10,000,000).
5.3 In consideration of the rights and licenses granted hereunder, during the Term of this Agreement Immunicon shall pay to Kreatech a royalty [**********] of Immunicon’s Net Sales of Immunicon Products in the Immunicon Territory, and Kreatech shall pay to Immunicon a royalty of [*********] of Kreatech’s Net Sales of Kreatech Products in the Kreatech Territory; provided, however, that in the event, as demonstrated by Kreatech’s books and records of accounts kept in accordance with generally accepted accounting principles (“GAAP) consistently applied, as may be reasonably verified by Immunicon, such royalty payments to Immunicon result in payments to Immunicon in excess of [*****************************], the parties will negotiate in good faith a payment plan (including but not limited to terms of payment and interest thereon) allowing Kreatech to defer certain portions of payments otherwise due Immunicon as may be mutually agreed; provided, however, that in no event shall such deferral of payments extend beyond [**************] following the Effective Date of this Agreement.
5.4 Subject to Section 5.6 hereof, any payment that may be due to be paid by Immunicon to any Third Party on account of the use, sales or other transfer of Immunicon Products, shall be accounted for and paid solely by Immunicon, and any payment that may be due to be paid by Kreatech to any Third Party on account of the use, sales or other transfer of Kreatech Products, shall be accounted for and paid solely by Kreatech, and each party hereby holds the other harmless from a...
Consideration Payments. 9.1. In consideration for the transfer of the Qualified Data to the Company’s Server as provided herein and the Access Rights, the Company shall pay Hadasit the fixed sum and royalties, as provided in this Section 9, and as provided in Section 2.9 above.
9.2. The Company shall pay Hadasit a non-refundable, non-creditable access fee of $100,000 (One Hundred Thousand US Dollars) less the External IT Service Costs actually reimbursed to Hadasit by the Company (the “Access Fee”) which shall be divided into [***] instalments, which shall be due and payable within 10 (ten) days of the Start Date and on the first and second anniversary of the Start Date. The Parties may agree in writing to switch to quarterly payments by the Company and quarterly transfers of Qualified Data by Hadasit, in case both are agreed: (a) the remaining Access Fee shall be divided into equal instalments, which shall be due and payable on a quarterly basis within 30 (thirty) days following the end of each Calendar Quarter, and (b) Hadasit shall transfer the Qualified Data collected in each Calendar Quarter using reasonable commercial efforts to do so within 10 (ten) business days of receipt of the applicable calendar payment, all unless the Agreement is terminated pursuant to Section 12 and subject to fulfillment of Company’s payment obligations hereunder.
9.3. The Company shall pay Hadasit amounts equivalent to 2% (two percent) of Revenues generated throughout the Revenue Sharing Period (the “Revenue Share”).
9.4. Within [***] days following the end of each Calendar Quarter, Company shall issue Hadasit a report setting out Revenues generated that quarter. Hadasit shall then issue an invoice accordingly. The Revenue Share payable to Hadasit pursuant to this Section 9 shall be paid to Hadasit on a quarterly basis within [***] days after the receipt of invoice from Hadasit, following the end of each Calendar Quarter.
9.5. All payments made hereunder to Hadasit shall be made by wire transfer to the following bank account or to any other bank account designated by Hadasit: [***].
9.6. Save for the payments pursuant to Section 2.9 above which shall be made in New Israeli Shekels and Euros respectively, all payments due under this Agreement shall be payable in US dollars, except in the event of Revenues which are invoiced, billed or received in New Israeli Shekels, Euro, or Pounds Sterling, with respect to which payments to Hadasit will be made in New Israeli Shekels, Euro, or Pounds Sterling re...
Consideration Payments. In consideration for the Acquired Assets, BUYER will pay to SELLER a total purchase price in the aggregate amount of One Million Five Hundred Twenty Thousand Dollars ($1,520,000) (the “Purchase Price”), payable as follows: (i) Seven Hundred Twenty Thousand ($720,000) will be payable in installments directly to the Landlord for arrearages of Seller under the Lease in the manner set forth in the Assignment of and Second Amendment; (ii) One Hundred Thousand Dollars ($100,000) will be paid in cash at the Effective Time by wire transfer to an account designated by SELLER, and (iii) the balance shall be payable in seven (7) consecutive installments of One Hundred Thousand Dollars ($100,000) each in accordance with the following payment schedule, time being of the essence (the “Payment Obligation”): Date of Payment Amount of Payment Effective Time $ 100,000 January 1, 2012 $ 100,000 April 1, 2012 $ 100,000 October 1, 2012 $ 100,000 January 1, 2013 $ 100,000 April 1, 2013 $ 100,000 July 1, 2013 $ 100,000 October 1, 2013 $ 100,000
Consideration Payments. In consideration of Your timely execution, non-revocation of, and compliance with Your Restrictive Covenants and other obligations in, this Agreement, and provided that You (i) timely deliver to Jabil Your signed Resignation Notice (Attachment A) within the time frame specified in Section 2(B) and Your Jabil-issued laptop computer and mobile phone in accordance with Section 2(C), and (ii) execute and provide an Affidavit in the form attached as Attachment B to this Agreement in accordance with Section 4(A), Jabil will pay to you a gross amount of $2,000,000.00 (less applicable taxes and withholdings) (“Consideration Payments”). The Consideration Payments will be paid in eight (8) equal quarterly installments of $250,000 each, beginning with the first regularly scheduled payroll date after both the Separation Date and the Effective Date have passed or as soon as administratively feasible after such dates, in all events subject to your ongoing compliance with Your Restrictive Covenants as set forth herein.
Consideration Payments. Purchaser shall pay to Sellers the Initial Consideration and Contingent Consideration in the following manner:
Consideration Payments. Subject to any adjustment required by Section 1.13, the aggregate “Purchase Price” payable by Purchasers in consideration for the Purchased Products and Related Assets and the assumption of the Assumed Liabilities shall consist of: (a) a cash payment made at Closing equal to the sum of (i) $270,000,000 (the “Cash Amount”); plus (ii) the amount, if any, by which the Positive Estimated Aggregate Amount, if any, exceeds $3,000,000 (the “Positive Estimated Surplus”; for the avoidance of doubt, if the Positive Estimated Aggregate Amount is $3,500,000, the Positive Estimated Surplus is $500,000); minus (iii) the amount, if any, by which the Negative Estimated Aggregate Amount, if any, exceeds $3,000,000 (the “Negative Estimated Shortfall”; for the avoidance of doubt, if the Negative Estimated Aggregate Amount is $3,500,000, the Negative Estimated Shortfall is $500,000); minus (iv) the amount of any Existing Indebtedness as of the close of business on the Closing Date, as set forth in the Payout Spreadsheet; minus (v) any Transaction Expenses payable at or after the Closing Date as set forth in the Payout Spreadsheet (such sum of (i) through and including (v), the “Aggregate Closing Date Cash Payment”, which shall be payable in accordance with Section 1.7 and Section 1.13); plus (b) the Equity Consideration, which shall be payable in accordance with Section 1.8, plus (c) the Earn-Out Amount, if any, which shall be payable in accordance with Section 1.14, plus (d) the Deferred Payment Amount, which shall be payable in accordance with Section 1.15.
Consideration Payments. The Base Consideration, Operating and Maintenance Fee, Management Fee, payments to the Funded Maintenance Account and revised Schedule of Base Consideration shall be as follows:
Consideration Payments. 0.0. Xx consideration for the transfer of the Qualified Data to the Company as provided herein, including the Access Rights, the Company shall pay Hadasit the fees specified Schedule B (“Access Fee”), according to the terms provided in this Section 9. Company will pay to Hadasit all undisputed amounts set forth on each invoice provided to Company in accordance with this Section 9 within thirty (30) days of Company’s receipt of such invoice.
9.3. Unless otherwise required the Company shall pay Hadasit for the application to the Committee by check (made to the order of “Hadassah Medical Organization”) according to the following tariffs: NIS 7,500 for a new application NIS 1,000 for extension of an existing protocol NIS 1,000 for an amendment to a protocol All payments made hereunder to Xxxxxxx shall be made by wire transfer to the following bank account or to any other bank account designated by Hadasit: Leumi Le’Israel, Leumi Tech No. 864, Branch Address: 00 Xxxxxxxxx, Xxxxxxxx 0000000, Interbank Swift Code (TID): XXXXXXXXXXX, IBAN: XX000000000000000000000. All payments due under this Agreement shall be payable in US dollars, unless otherwise agreed by the parties. Conversion of foreign currency to U.S. dollars shall be made at the conversion rate existing in the US (as reported in the Wall Street Journal) last published prior to the actual date of payment. Any amount payable hereunder, which has not been made upon its due date of payment, shall bear interest from the date such payment is due until the date of its actual payment at an interest rate charged by Leumi Bank of Israel Ltd. for a loan of the said amount in the said currency plus an annual compounded interest at a rate of 3% (three percent). All amounts referred to in this Agreement are exclusive of Value Added Tax. The Company shall pay to Hadasit all amounts of Value Added Tax imposed on Hadasit in connection with the transactions under this Agreement, in accordance with applicable law, to the extent listed separately by Hadasit as a separate line item on the applicable invoice. Save for the deduction of withholding tax as required by law unless Hadasit provides the Company with an exemption from deduction of withholding tax, all payments to be made to Hadasit hereunder shall be made free and clear of, and without any deduction for or on account of, any set-off, counterclaim or tax. If the Company or its Affiliates is incorporated outside of Israel elect to make payments net of any withholding t...
