Final Consideration Sample Clauses

Final Consideration. The consideration set forth in this Section 16 constitutes the total and final consideration due to Contractor in consideration for all deliverables, services Works, obligations, rights and license in respect of the Project and/or set forth in this Agreement and except for the said consideration, unless expressly agreed otherwise by the Parties in writing, Contractor hereby warrants that Company shall not be required to pay Contractor and\or any third party any additional payments, fees, royalties, expenses and/or costs, with respect to the Project and/or this Agreement. The foregoing shall not apply to a Change Request. Payment to Contractor of any amount for any reason shall not, relieve Contractor from any of its obligations or responsibilities hereunder.
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Final Consideration. The final Consideration for the Sale Shares shall be RMB20,700,000, determined by the fair market value of the Plant and its land use right as set out in the independent valuation report issued by Xxxxxxx & Xxxxxxxxx Valuation Advisory Services (HK) Limited.
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Final Consideration. 4.1.1. Upon the terms and subject to the conditions hereof, the Purchaser shall pay an aggregate purchase price to the Seller for the Shares equal to the Closing Net Equity (as defined in Section 4.1.2 hereof) from which shall be deducted (i) the goodwill, if any, (ii) Euros 900,000 and (iii) Euros 3,543,000 in relation to the investment plan described in SCHEDULE 4.1.1 such amount being reduced by the amount expended by the Seller on or before the Closing Date in relation to the investment plan described in SCHEDULE 4.1.1 and to the extent such expenditures have not been capitalized in the Final Closing Balance Sheet (the "Final Consideration").
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Final Consideration. This formal agreement of collaboration will start from 9 October 2020 until December 2021. Both societies will then discuss the renewal of this agreement.
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Final Consideration. The Adjustment Amount and Purchase Price shall become final and binding upon the parties upon the earliest of: (i) the failure by the Company Shareholder Representative to object thereto within the period permitted under, and otherwise in accordance with, the requirements of Section 2.3(c); (ii) the written agreement between the Company Shareholder Representative and Purchaser with respect thereto; or (iii) the decision by the Independent Accounting Firm with respect to disputes under Section 2.3(d).
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Final Consideration. This Agreement will start from October 1, 2021 until December 2021. It will then be automatically renewed, for a period of 12 months, every year until December 31, unless one of the two parties sends a notice against 6 months before.
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Final Consideration. (a) Upon the receipt by the Depositary of the Final Consideration from the Purchaser pursuant to the Plan of Arrangement, the Representative shall deliver a written instruction to the Depositary substantially in the form attached as Schedule "F" (the "FINAL CONSIDERATION PAYMENT DIRECTION") and the Purchaser shall deliver a written instruction to the Depositary specifying the amount of applicable withholding taxes payable in respect of each Company Securityholder (the "FINAL CONSIDERATION TAX DIRECTION"). (b) Unless otherwise specified in the Final Consideration Payment Direction, the Depositary shall upon receipt of the Final Consideration deliver: (i) to each Company Securityholder listed in Schedule "G", a percentage of the Final Consideration calculated in accordance with the percentage allocations set forth opposite such payee's name in Schedule "G" less any applicable withholding taxes specified in the Final Consideration Tax Direction; (ii) to an account specified by the Company, an amount equal to the aggregate amount of withholding taxes specified in the Final Consideration Tax Direction, (c) The Depositary will disburse such funds by forwarding a cheque by first class mail (postage paid) to each Company Securityholder listed in Schedule "G", in each case in accordance with the signed Final Consideration Payment Direction; provided, however, that the Depositary shall disburse funds to a Company Securityholder only if such Company Securityholder has deposited with the Depositary, in compliance with Section 11.3 above and Article 5 of the Plan of Arrangement, certificate(s) and/or agreement(s), as applicable, representing the Shares or Company Options held by such Company Securityholder or otherwise provided evidence satisfactory to the Depositary and the Purchaser of the loss, theft or destruction of such certificate(s) and/or agreement(s), accompanied by a signed and completed Letter of Transmittal and otherwise complied with Section 11.3 above and Article 5 of the Plan of Arrangement.
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Final Consideration. (a) Upon the final determination of the Actual Gross Profit Dollars, Final Consideration and the Final Per Share Consideration conclusively in accordance with Section 3.2(b), the amount payable pursuant to Sections 3.1(c)(B), 3.1(g)(ii) and 3.1(h)(iii) will be adjusted and reduced, if necessary, to equal the Final Per Share Consideration and the Purchaser shall deliver or cause to be delivered by wire transfer to the Depositary payment in the amount of the Final Consideration no later than 10 Business Days after the date of the final determination of such amount in full satisfaction of the amount payable pursuant to Sections 3.1(c)(B), 3.1(g)(ii) and 3.1(h)(iii), as the case may be. The Final Consideration shall be disbursed by the Depositary to each former holder of Shares and each former holder of Company Options in an amount per Share or Company Option, as the case may be, equal to the Final Per Share Consideration in accordance with the provisions of Section 5.1 of this Plan of Arrangement and the Indemnification and Escrow Agreement. (b) The Purchaser will use commercially reasonable efforts to determine and to deliver to the Representative copies of the Purchaser's computations of the Actual Gross Profit Dollars, Final Consideration and the Final Per Share Consideration within 30 days after the end of the Calculation Period. The Representative shall notify the Purchaser in writing within 30 days following receipt of such calculations (the "REVIEW PERIOD") of the Representative's acceptance of or disagreement with the Purchaser's calculations of the Actual Gross Profit Dollars, Final Consideration and the Final Per Share Consideration. Failure by the Representative to notify the Purchaser of either acceptance of or disagreement with the Purchaser's calculations of the Actual Gross Profit Dollars, Final Consideration and the Final Per Share Consideration shall be deemed acceptance thereof. If the Representative disagrees with the Purchaser's calculations of the Actual Gross Profit Dollars, Final Consideration and the Final Per Share Consideration, the Representative shall, prior to the expiration of the Review Period, notify the Purchaser in writing of such disagreement and deliver with such notice the Representative's proposed calculations of the Actual Gross Profit Dollars, Final Consideration and the Final Per Share Consideration. The Purchaser shall have a period of 20 days after delivery of the Representative's proposed calculations of the Actual ...
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Final Consideration. Both Parties shall have agreed on the Final Consideration as determined in accordance with Section 2.01(c) or (d).
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Related to Final Consideration

  • 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.

  • Total Consideration The aggregate consideration (the "Consideration") payable by the Surviving Partnership in connection with the merger of the Merged Partnership with and into the Surviving Partnership shall be $9,580,000., subject to adjustments at Closing pursuant to Section 3.9 and costs paid pursuant to Section 3.10(c) and Section 3.11, plus the amount of any tax or other reserves held by the Existing Lender (hereinafter defined).

  • 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.

  • No Additional Consideration For the avoidance of doubt, the transfer or assumption of any Assets or Liabilities under this Section 2.7 shall be effected without any additional consideration by either party.

  • Additional Considerations For each mediation or arbitration: (i) Any mediation or arbitration will be held in New York, New York, at the offices of the mediator or arbitrator or at another location selected by CNHICA or the Seller. Any party or witness may participate by teleconference or video conference. (ii) CNHICA, the Seller and the Requesting Party will have the right to seek provisional relief from a competent court of law, including a temporary restraining order, preliminary injunction or attachment order, if such relief is available by law. (iii) Neither the Servicer, CNHICA nor the Seller will be required to produce personally identifiable customer information for purposes of any mediation or arbitration. The existence and details of any unresolved Repurchase Request, any informal meetings, mediations or arbitration proceedings, the nature and amount of any relief sought or granted, any offers or statements made and any discovery taken in the proceeding will be confidential, privileged and inadmissible for any purpose in any other mediation, arbitration, litigation or other proceeding. The parties will keep this information confidential and will not disclose or discuss it with any third party (other than a party’s attorneys, experts, accountants and other advisors, as reasonably required in connection with the mediation or arbitration proceeding under this Section 3.3), except as required by law, regulatory requirement or court order. If a party to a mediation or arbitration proceeding receives a subpoena or other request for information of the other party to the mediation or arbitration proceeding, the recipient will promptly notify the other party and will provide the other party with the opportunity to object to the production of its confidential information.

  • Financial Consideration A. The College/University and the Facility shall each bear their own costs associated with this Agreement and no payment is required by either the College/University or the Facility to the other party, except that, where applicable, the Facility shall pay the tuition and other educational fees of students it places in the clinical experience program. B. The Facility is not required to reimburse the College/University faculty or students for any services rendered to the Facility or its patients pursuant to this Agreement.

  • Earn-Out Consideration 2.1 As additional consideration for the Sale Shares, the Buyer shall pay to the Sellers (Earn-out Payment) an amount equal to 42.5% of EBITDA in respect of the Financial Period ending on the Reference Date, such payment to be calculated and paid in accordance with the remaining provisions of this Schedule. 2.2 For the purpose of calculating the Earn-Out Payment the Reference Date shall, subject to paragraph 2.3, be 31 July 2018 unless Xxxxx Xxxxxxxxx shall elect for 31 July 2016 or 31 July 2017 to be the Reference Date and such election has been made by notice in writing to the Buyer within the 3 month period following either 31 July 2016 or 31 July 2017. For the avoidance of doubt there may only be one Reference Date and one Earn-Out Payment. 2.3 In the event that Xxxxx Xxxxxxxxx shall resign as chief executive officer of the Company during the Earn-Out Period then, unless a Reference Date has already been fixed pursuant to and in accordance with paragraph 2.2, the Reference Date shall be the 31 July next following the effective date of Xxxxx Xxxxxxxxx ceasing to be the chief executive officer of the Company. 2.4 Any Earn-out Payment that the Buyer is required to pay pursuant to this Schedule shall be paid to the Sellers in cash in £ sterling within 10 Business Days of the amount of the Earn-Out Payment being agreed or determined in accordance with the provisions of this Schedule. Payment of any Earn-Out Payment in accordance with this clause shall be a good and valid discharge of the Buyer’s obligation to pay the sum in question and the Buyer shall not be concerned to see the application of the monies so paid. 2.5 Except as permitted under paragraph 8 of this Schedule, the Earn-Out Payment shall be paid without deduction set off or counter claim and if not paid in full on the due date the Earn-Out Payment shall bear interest at the rate of 4% per annum above the base lending rate of Lloyds Bank for the time being from the due date until the date of actual payment of the Earn-Out Payment.

  • Closing Consideration (a) At the Closing, Buyer shall pay to Seller or its designee, and Seller or its designee shall receive on behalf of the Affiliate Sellers and Asset Sellers, in consideration for the purchase of the Shares and the Purchased Assets pursuant to Section 2.1, an amount of cash (the “Closing Consideration”) equal to $1,978,151,867 (the “Base Purchase Price”) plus any Adjusted Statutory Book Value Surplus, minus any Adjusted Statutory Book Value Deficit, plus any Other Acquired Companies Shareholders Equity Surplus, minus any Other Acquired Companies Shareholders Equity Deficit, minus the Adjustment for PRIAC IMR Tax Gross-up, in each case, determined by reference to the Estimated Closing Statement in accordance with Section 2.6 (such aggregate amount, as adjusted in accordance with Section 2.7, the “Purchase Price”). (b) At the Closing, in accordance with the PICA FSS Reinsurance Agreements: (i) Seller shall transfer for deposit into the applicable PICA FSS Trust Account Investment Assets (PICA) that are Authorized Investments selected and valued in accordance with the Valuation Methodologies with an aggregate fair market value equal to the Net Initial Reinsurance Settlement Amount for the applicable PICA FSS Reinsurance Agreement as reflected on the Estimated Reinsurance Settlement Statement (“Transferred Investment Assets”) in accordance with Section 2.3(d); provided, if (A) the amount of the Initial Reinsurance Premium is greater than the Required Balance (as defined in the PICA FSS Reinsurance Agreements) as of the Effective Time for the applicable PICA FSS Reinsurance Agreement as reflected on the Estimated Reinsurance Settlement Statement (such excess amount with respect to the applicable PICA FSS Reinsurance Agreement, the “Overfunding Amount”) and (B) the applicable Overfunding Amount is greater than the applicable portion of the Ceding Commission, then Seller shall transfer directly to the applicable Reinsurer Transferred Investment Assets with an aggregate fair market value, determined in accordance with the Valuation Methodologies, equal to the amount by which the applicable Overfunding Amount exceeds such portion of the Ceding Commission, and only the remainder of the Transferred Investment Assets shall be deposited into the applicable PICA FSS Trust Account; (ii) The applicable Reinsurer shall transfer to the applicable PICA FSS Trust Account Authorized Investments such that, after giving effect to the transfers contemplated by Section 2.3(b)(i), the aggregate Book Value (as defined in the PICA FSS Reinsurance Agreements) in each such PICA FSS Trust Account is equal to the Required Balance (as defined in the PICA FSS Reinsurance Agreements) as of the Effective Time for the applicable PICA FSS Reinsurance Agreement as reflected on the Estimated Reinsurance Settlement Statement; and (iii) Seller shall credit to the applicable Modco Account the applicable Separate Account Assets (as such terms are defined in the PICA FSS Reinsurance Agreements). (c) Buyer shall cause to be prepared and delivered to Seller at least five (5) Business Days prior to the anticipated Closing Date a statement setting forth an allocation of the full amount of the Ceding Commission between each of the PICA FSS Reinsurance Agreements. (d) Seller shall undertake its ordinary course process consistent with past practice for determining any credit-related impairments or credit-related losses in value as of the Closing Date for the Transferred Investment Assets and reflect any credit- related impairments or credit-related losses in value from such process in the Transferred Investment Assets. Following the Closing, Seller shall provide reasonable documentation reasonably requested by Buyer for purposes of Xxxxx’s assessment of any credit-related impairments or credit-related losses as of the Closing Date. Seller shall sell, convey, assign, transfer and deliver to the applicable Reinsurer free and clear of all Encumbrances (other than Permitted Encumbrances or Encumbrances imposed under the applicable PICA FSS Trust Agreements) good and marketable title to the Transferred Investment Assets in respect of the PICA FSS Reinsurance Agreements (for the avoidance of doubt, together with all of Seller’s rights, title and interest thereto, including with respect to the investment income due and accrued thereon) and deposit on their behalf to the applicable PICA FSS Trust Account pursuant to Section 2.3(b)(i). Any investment assets to be transferred to a PICA FSS Trust Account shall be transferred in the manner set forth in the applicable PICA FSS Trust Agreement. All third-party costs or expenses incurred (whether prior to, on or following the Closing Date), including reasonable attorneys’ fees, in connection with the transfers of assets to the PICA FSS Trust Accounts or the Reinsurers (including any re-registrations or re-titling thereof) as contemplated by Section 2.3(b)(i) and this Section 2.3(d) shall be borne fifty percent (50%) by Seller and fifty percent (50%) by Buyer.

  • Special Considerations The Provider position may be abolished at any time by the Collin County Commissioners Court.

  • Settlement Consideration In consideration of the full settlement, satisfaction, compromise and release of the Released Plaintiffs’ Claims, an aggregate $115 million in cash (the “Escrow Amount”) shall be paid on behalf of the Settling Defendants to Freeport by the D&O Carriers. The Settling Defendants shall cause the Escrow Amount to be deposited by the D&O Carriers into an interest-bearing escrow account controlled by an agreed upon representative of Plaintiffs and of the Settling Defendants (the “Escrow Account”) within fifteen (15) business days after the Stipulation is submitted to the Court. Upon the Effective Date, the Escrow Amount, together with any and all interest thereon, shall be paid to Freeport from the Escrow Account. For the avoidance of doubt, the Settling Defendants shall have no obligation to deposit any portion of the Escrow Amount into the Escrow Account but shall have an obligation to take all reasonably available steps to seek to cause the D&O Carriers to deposit the Escrow Amount into the Escrow Account.

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