Exclusive Consideration Sample Clauses

Exclusive Consideration. 20.4.1 The Service Charges for the relevant Statement of Work collectively constitute the total and exclusive consideration for the provision of all Services, Deliverables and all other obligations, warranties, promises and undertakings of the Supplier under or relating to such Statement of Work, and the Supplier agrees no further sums, fees, payments, charges, royalties, compensation or other charges shall be payable by any Company in respect of the provision of Services and Deliverables under or relating to such Statement of Work.
Sample 1
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Exclusive Consideration. In consideration of the rights granted by Customer to ABC under the provisions of this contract, ABC agrees to make a one time payment to Customer of $15,000 for improvements at said facilities. Payment shall be made to Customer by October 15, 2012. Improvements will be determined at the Customer’s discretion and shall be sole property of Customer. ABC agrees to provide an annual cash lump sum of two thousand five hundred dollars ($2,500) for the remaining nine years (years 2-10) of the contract for sponsorship of special events to be used at the Customer’s discretion. ABC agrees to pay the above described to the Customer by October 15 of each year beginning in 2013 during the term of this contract. Additionally, a minimum of twenty (20) banners will be provided annually to the Customer by ABC for use at special events. ABC shall provide special event serving trailers upon Customer’s request. ABC agrees to provide twenty-five cases (25) of twelve (12) ounce Product per year each year of the contract to be used at the Customer’s discrection.
Sample 1
Exclusive Consideration. Employee agrees that there are no amounts due and owing to Employee arising out of or in any way related to Employee’s employment and that Employee has received all leaves (paid and unpaid) and all wages, bonuses, and other compensation owed to Employee by any Releasee (other than the consideration referenced in Paragraphs 2 and 3 of this Agreement and, to the extent not already paid as of the date Employee signs this Agreement, the Accrued Benefits (as defined in the Employment Agreement)). Employee agrees that the consideration provided for in Paragraphs 2 and 3 of this Agreement is separate and apart from any wages, earnings, bonuses, or other compensation and is provided solely and exclusively under the terms of the Employment Agreement, Employer’s Equity and Incentive Award Plan (the “EIAP”), Employee’s award agreements under the EIAP and this Agreement.
Sample 1
Exclusive Consideration. Until the earlier of Closing or July 10, 2001 (or such shorter period if both parties agree not to pursue the transaction), Seller will not enter into an agreement, understanding or arrangement, or engage in any discussions or negotiations, relating to any Acquisition Proposal; (ii) solicit or encourage the submission of an Acquisition Proposal; (iii) transmit any documents relating to this transaction to any third party other than Seller and its advisers; or (iv) permit any of Seller’s representatives or Affiliates to do any of foregoing.
Sample 1
Exclusive Consideration. The holders of Company Options shall not be entitled to receive any further consideration in respect of Company Options except as set forth in this Section 1.8(f).
Sample 1

Related to Exclusive Consideration

  • Sole Consideration Employee and the Company agree and acknowledge that the sole and exclusive consideration for the Incentive Payments is Employee’s forbearance as described in subsection 7(h)(iii) above. In the event that subsection 7(h)(iii) is deemed unenforceable or invalid for any reason, then the Company will have no obligation to make Incentive Payments for the period of time during which it has been deemed unenforceable or invalid. The obligations and duties of this subsection 7(h) shall be separate and distinct from the other obligations and duties set forth in this Agreement, and any finding of invalidity or unenforceability of this subsection 7(h) shall have no effect upon the validity or invalidity of the other provisions of this Agreement.

  • The Consideration 2.1 The Borrower agrees, as consideration for the Loan, to:

  • Sublicense Consideration Company shall pay to JHU a percentage of consideration received for sublicenses under this Agreement as set forth in Exhibit A. This sublicense consideration shall be due, without the need for invoice from JHU, within forty-five (45) days of Company’s receipt. Such consideration shall mean consideration of any kind received by the Company or AFFILIATED COMPANIES from a SUBLICENSEE(S) for the grant of a sublicense under this Agreement, such as upfront fees or milestone fees, running royalties and including any premium paid by the SUBLICENSEE(S) over Fair Market Value for stock of the Company or an AFFILIATED COMPANY in consideration for such sublicense. However, not included in such sublicense consideration are amounts paid to the Company or an AFFILIATED COMPANY by the SUBLICENSEE(S) for product development, research work, clinical studies and regulatory approvals performed by or for the Company or AFFILIATED COMPANIES (including third parties on their behalf), each pursuant to a specific agreement including a performance plan and commensurate budget. The term “Fair Market Value” shall mean the average price that the stock in question is publicly trading at for twenty (20) days prior to the announcement of its purchase by the SUBLICENSEE(S) or if the stock is not publicly traded, the greater of (a) the value of such stock as determined by the most recent private financing through a financial investor (an entity whose sole interest in the Company or AFFILIATED COMPANY is financial) of the Company or AFFILIATED COMPANY that issued the shares, or (b) the value of such stock as determined by the most recent appraisal conducted by an independent appraiser regularly engaged in the business of valuing businesses of the nature of Company or AFFILIATED COMPANY, as applicable. In the event of a sublicense under both this Agreement and any other license agreement between Company and JHU, the sublicensing consideration payable to JHU under this Agreement and such other license agreement(s) shall be capped such that the aggregate amount payable to JHU shall not exceed the percentage set forth in Exhibit A of all sublicensing consideration.

  • Purchase Consideration The consideration payable in connection with a purchase transaction shall be debited from the appropriate deposit account of the Portfolio as of the time and date that funds would ordinarily be required to settle the transaction in the applicable market. The Custodian shall promptly recredit the amount at the time that the Portfolio or the Fund notifies the Custodian by Proper Instruction that the transaction has been canceled.

  • Purchase Price; Consideration Purchaser shall, on the date hereof (the “Closing Date”), issue to Seller a promissory note, substantially in the form attached hereto as Exhibit B, in the sum of Fifteen Thousand Dollars ($15,000) (the “Promissory Note”) as the consideration for the Ownership Interests.

  • FOR GOOD AND VALUABLE CONSIDERATION Borrower hereby forever relieves, releases, and discharges Bank and its present or former employees, officers, directors, agents, representatives, attorneys, and each of them, from any and all claims, debts, liabilities, demands, obligations, promises, acts, agreements, costs and expenses, actions and causes of action, of every type, kind, nature, description or character whatsoever, whether known or unknown, suspected or unsuspected, absolute or contingent, arising out of or in any manner whatsoever connected with or related to facts, circumstances, issues, controversies or claims existing or arising from the beginning of time through and including the date of execution of this Amendment (collectively “Released Claims”). Without limiting the foregoing, the Released Claims shall include any and all liabilities or claims arising out of or in any manner whatsoever connected with or related to the Loan Documents, the Recitals hereto, any instruments, agreements or documents executed in connection with any of the foregoing or the origination, negotiation, administration, servicing and/or enforcement of any of the foregoing.

  • Payment of Consideration The Consideration shall be paid to the Contributor in the following manner:

  • Other Consideration As additional consideration, Purchaser shall also assume the Assumed Liabilities at the time of Closing.

  • Aggregate Consideration 9 Agreement......................................................................7

  • Share Consideration (a) At the Closing, the Limited Partners other than those Limited Partners who vote against the Merger and affirmatively elect to receive notes (the "Note Option") will be allocated American Spectrum Common Shares (the "Share Consideration") in accordance with the final Prospectus/Consent Solicitation Statement included in the Registration Statement.

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