Consideration to Eur-Eca a. In consideration of the patents and rights granted to the JVC under this Agreement, Centric Partners shall pay Eur-Eca as follows:
Consideration to Eur-Eca Sample Clauses
Related to Consideration to Eur-Eca
Consideration to Company In consideration of the granting of this Option by the Company, the Optionee agrees to render faithful and efficient services to the Company or a Subsidiary, with such duties and responsibilities as the Company shall from time to time prescribe, until the next annual meeting of stockholders of the Company. Nothing in the Plan or this Agreement shall confer upon any Optionee any right to continue as a director of the Company, or shall interfere with or restrict in any way the rights of the Company and any Subsidiary, which are hereby expressly reserved, to discharge the Optionee at any time for any reason whatsoever, with or without good cause.
Consideration to the Company In consideration of the grant of the Option by the Company, the Participant agrees to render faithful and efficient services to the Company or any Subsidiary. Nothing in the Plan or this Agreement shall confer upon the Participant any right to continue in the employ or service of the Company or any Subsidiary or shall interfere with or restrict in any way the rights of the Company and its Subsidiaries, which rights are hereby expressly reserved, to discharge or terminate the services of the Participant at any time for any reason whatsoever, with or without Cause, except to the extent expressly provided otherwise in a written agreement between the Company or a Subsidiary and the Participant.
Adjustment to Consideration (a) Within forty-five (45) days following the Closing Date, Parent may, at its election, cause to be prepared and delivered to the Stockholder Representative unaudited balance sheets of the Surviving Corporation and its Subsidiaries as of the Closing Date (the “Adjusted Balance Sheets”). The Adjusted Balance Sheets will be prepared in accordance with GAAP consistently applied on a basis consistent with the Financials and shall include without limitation all Estimated Third Party Expenses that have been accrued but that have not been paid prior to the Effective Time, any payments to Terminating Employees for severance or similar payments and any other payments triggered or accelerated by or contingent upon the Closing or the Merger. In the event that, pursuant to the terms of this Section 9.6(a), it is determined that (i) the amount equal to (A) the absolute value of the Company’s and its Subsidiaries’ total liabilities (as defined by and as determined in accordance with GAAP and shall include without limitation all Estimated Third Party Expenses that have been accrued but that were not paid prior to the Effective Time and any other payments triggered or accelerated by or contingent upon the Closing or the Merger, but shall exclude deferred revenue and the Specified Liabilities) at the Closing Date as reflected on the Adjusted Balance Sheets minus (B) the absolute value of the Company’s and its Subsidiaries’ total assets (as defined by and as determined in accordance with GAAP) at the Closing Date (collectively, the “Net Liabilities at Closing”) minus (C) the Balance Sheet Adjustment Amount, is a number greater than the Balance Sheet Target, and/or (ii) the amount equal to (A) the absolute value of the total Specified Liabilities at the Closing Date as reflected on the Adjusted Balance Sheets (collectively, the “Specified Liabilities at Closing”) minus (B) the Specified Liabilities Adjustment Amount, is a number greater than $1,875,849, then an amount of Escrow Shares equal to the sum of the excess amount, if any, determined in accordance with clause (i) above plus the excess amount, if any, determined in accordance with clause (ii) above (collectively, the “Excess Liabilities”) shall be returned to Parent out of the Escrow Fund in accordance with the terms of the Escrow Agreement. Following delivery by Parent to the Stockholder Representative of the Adjusted Balance Sheets, Parent shall give the Stockholder Representative reasonable access during Parent’s regular business hours to those books and records of the Surviving Corporation in the possession or control of Parent and any personnel which relate to the preparation of the Adjusted Balance Sheets for purposes of resolving any disputes concerning the Adjusted Balance Sheets and the calculation of Net Liabilities at Closing.
Additional Consideration Retrocessionaire agrees to pay under the Inuring Retrocessions all future premiums Retrocedant is obligated to pay pursuant to the terms of the Inuring Retrocessions to the extent that such premiums are allocable to Retrocessionaire in the manner set forth in Exhibit E hereto, and not otherwise paid by Retrocessionaire and to indemnify Retrocedant for all such premiums paid directly by Retrocedant, net of any ceding commissions and similar amounts paid by Third Party Retrocessionaires to Retrocedant.
Additional Considerations For each mediation or arbitration:
Adjustments to Consideration The number of shares of the Company Series A Preferred Stock shall be adjusted to reflect fully the effect of any reclassification, combination, subdivision, stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into the Company Series A Preferred Stock), reorganization, recapitalization or other like change with respect to the Company Series A Preferred Stock occurring (or for which a record date is established) after the date hereof and prior to the Effective Time.
Compensation to Escrow Agent The Escrow Agent shall be entitled to receive from the Issuer reasonable compensation for its services as set forth in Exhibit B attached hereto. In the event that the Escrow Agent renders any additional services not provided for herein, or if any controversy arises hereunder, or if the Escrow Agent is made a party to, or intervenes in any action, suit or proceeding pertaining to this Agreement, the Issuer shall provide reasonable compensation for such additional services. Upon notice to the Security Holders, the Escrow Agent may deduct its compensation from any cash dividends or distributions held pursuant to paragraph 8 above.
Compensation to NCPS (a) Issuer Party shall pay or cause to be paid to NCPS for its services as the facilitator of escrow as outlined in Exhibit B, which may be updated from time to time by NCPS by providing written notice to Issuer Party. Issuer Party’s obligation to pay such fees to NCPS and reimburse NCPS for such expenses is not conditioned upon a successful closing. Upon Issuer Party’s request, NCPS will provide Issuer Party with copies of all relevant invoices, receipts or other evidence of such expenses. The obligations of Issuer Party under this Section 10 shall survive any termination of this Agreement and the resignation or removal of NCPS.
Initial Consideration On the Effective Date, Retrocessionaire shall reimburse Retrocedant for one hundred percent (100%) of any and all unearned premiums paid by Retrocedant under such Inuring Retrocessions net of any applicable unearned ceding commissions paid to Retrocedant thereunder.
Consideration and Payment The purchase price for the sale of the Purchased Assets sold to the Purchaser on the Closing Date shall equal the estimated fair market value of the Purchased Assets. Such purchase price shall be paid in cash to Santander Consumer in an amount agreed to between Santander Consumer and the Purchaser, and, to the extent not paid in cash by the Purchaser, shall be paid by a capital contribution by Santander Consumer of an undivided interest in such Purchased Assets that increases its equity interest in the Purchaser in an amount equal to the excess of the estimated fair market value of the Purchased Assets over the amount of cash paid by the Purchaser to Santander Consumer.
