GUARANTEED CONSIDERATION Sample Clauses

GUARANTEED CONSIDERATION. The guaranteed consideration option has a deadline of November 1, of the student’s senior year. To be recommended to the MSAT program during the senior year, students must inform the Program Advisor, Xx. Xxx Xxxxxxxxxx of their intentions to apply no later than October 1, of the student’s senior year. Washington College can have up to four students apply each academic year. The students who apply will be rank ordered and the top two applicants will be interviewed by the Bridgewater College Admissions Committee. If the interviewed applicants do not have successful interviews those ranked three and then four will have an opportunity for consideration.
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GUARANTEED CONSIDERATION. For the rights herein granted the sum of $[*] payable as follows: <TABLE> <CAPTION> DATE AMOUNT ---- ----------- <S> <C> Upon execution of this Agreement $[*] On or before August 1, 2000 $[*] On or before December 1, 2000 $[*] On or before March 1, 2001 $[*] </TABLE> All Guaranteed Consideration paid by Licensee pursuant to this Subparagraph (a) shall be applied against such royalties as are or have become due Licensor under Subparagraph (b). No part of the Guaranteed Consideration shall be repayable to Licensee.
Sample 1
GUARANTEED CONSIDERATION. For the rights herein granted the sum of $[*] payable as follows: DATE AMOUNT ---- ----------- Upon execution of this Agreement $[*] On or before August 1, 2000 $[*] On or before December 1, 2000 $[*] On or before March 1, 2001 $[*] All Guaranteed Consideration paid by Licensee pursuant to this Subparagraph (a) shall be applied against such royalties as are or have become due Licensor under Subparagraph (b). No part of the Guaranteed Consideration shall be repayable to Licensee.
Sample 1
GUARANTEED CONSIDERATION. For the rights herein granted, within the five day period following the receipt by the Licensee of a fully executed Agreement, Licensee shall cause to be paid to Licensor the sum of TEN THOUSAND DOLLARS ($10,000.00), by United States draft, guaranteed by Licensee's bank (the "Advance"). The Advance paid by Licensee pursuant to this Section 4(a) shall be applied against such royalties that become due
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GUARANTEED CONSIDERATION. Conditioned upon full performance by Director and Lender, and subject to Producer's rights of suspension and/or termination as set forth herein in the event of Director's material breach or incapacity or the occurrence of an event of force majeure, Producer shall pay Lender the aggregate sum of Seventy-Five Thousand Dollars ($75,000), pursuant to the following schedule:
Sample 1
GUARANTEED CONSIDERATION. Parent will pay to each Stockholder entitled to Merger Consideration additional cash equal to the number of shares of Stock Consideration held by such Stockholder as of the Guarantee Date (as hereinafter defined) multiplied by the amount by which the Guaranteed Price1 exceeds the Floor Price per share of Parent common stock, if any (the “Guaranteed Consideration”), subject to the following terms and conditions:
Sample 1
GUARANTEED CONSIDERATION. For the rights herein granted the sum of [*] payable as follows: ------------------ * Terms represented by this symbol are considered confidential. These confidential terms have been omitted pursuant to a Confidential Treatment Request filed with the Securities and Exchange Commission ("SEC") pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and have been filed separately with the SEC. DATE AMOUNT ---- ------ Upon execution of this Agreement [*] On or before [*] [*] On or before [*] [*] On or before [*] [*] All Guaranteed Consideration paid by Licensee pursuant to this subparagraph 4(a) shall be applied against such royalties as are or have become due Licensor under subparagraph 4(d). [*].
Sample 1
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GUARANTEED CONSIDERATION. For the term as provided in subparagraph 3(a) hereof, the sum of $125,000.00 payable as follows: $12,500.00 Upon Execution of Contract $112,500.00 by August 31,1998 All guaranteed Consideration paid by Licensee pursuant to subparagraph 4(a) above shall be applied against such royalties as are or have become due Licensor for such period(s). No part of such Guaranteed Consideration shall be repayable to Licensee, except as is expressly provided for herein.
Sample 1
GUARANTEED CONSIDERATION. For the rights herein granted the sum of $275,000.00 payable as follows: DATE AMOUNT ---- ------ Upon execution of this Agreement $[*] On or before December 1, 2000 $[*] On or before April 1, 2001 $[*] On or before August 1, 2001 $[*] On or before December 1, 2001 $[*] All Guaranteed Consideration paid by Licensee pursuant to this Subparagraph (a) shall be applied against such royalties as are or have become due Licensor under Subparagraph (b). No part of the Guaranteed Consideration shall be repayable to Licensee. *Confidential Portions Omitted and Filed Separately with the Commission.
Sample 1

Related to GUARANTEED CONSIDERATION

  • Prior Payment of Guaranteed Obligations In any proceeding under any Bankruptcy Law relating to any other Loan Party, each Guarantor agrees that the Secured Parties shall be entitled to receive payment in full in cash of all Guaranteed Obligations (including all interest and expenses accruing after the commencement of a proceeding under any Bankruptcy Law, whether or not constituting an allowed claim in such proceeding (“Post Petition Interest”)) before such Guarantor receives payment of any Subordinated Obligations.

  • Guaranteed Payments To the extent any compensation paid to any Member by the Company, including any fees payable to any Member pursuant to Section 5.3 hereof, is determined by the Internal Revenue Service not to be a guaranteed payment under Code Section 707(c) or is not paid to the Member other than in the Person’s capacity as a Member within the meaning of Code Section 707(a), the Member shall be specially allocated gross income of the Company in an amount equal to the amount of that compensation, and the Member’s Capital Account shall be adjusted to reflect the payment of that compensation.

  • Guaranteed Indebtedness No Credit Party shall create, incur, assume or permit to exist any Guaranteed Indebtedness except (a) by endorsement of instruments or items of payment for deposit to the general account of any Credit Party, and (b) for Guaranteed Indebtedness incurred for the benefit of any other Credit Party if the primary obligation is expressly permitted by this Agreement.

  • Guaranteed Obligations Not Reduced by Offset The Guaranteed Obligations and the liabilities and obligations of Guarantor to Lender hereunder, shall not be reduced, discharged or released because or by reason of any existing or future offset, claim or defense of Borrower, or any other party, against Lender or against payment of the Guaranteed Obligations, whether such offset, claim or defense arises in connection with the Guaranteed Obligations (or the transactions creating the Guaranteed Obligations) or otherwise.

  • ADDITIONAL PAYMENT OBLIGATIONS 15. Tax gross-up and indemnities

  • Obligation Absolute; Partial Liquidated Damages The Company’s obligations to issue and deliver the Conversion Shares upon conversion of this Debenture in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to the Company or any violation or alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of the Company to the Holder in connection with the issuance of such Conversion Shares; provided, however, that such delivery shall not operate as a waiver by the Company of any such action the Company may have against the Holder. In the event the Holder of this Debenture shall elect to convert any or all of the outstanding principal amount hereof, the Company may not refuse conversion based on any claim that the Holder or anyone associated or affiliated with the Holder has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice to Holder, restraining and or enjoining conversion of all or part of this Debenture shall have been sought and obtained, and the Company posts a surety bond for the benefit of the Holder in the amount of 150% of the outstanding principal amount of this Debenture, which is subject to the injunction, which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to the Holder to the extent it obtains judgment. In the absence of such injunction, the Company shall issue Conversion Shares or, if applicable, cash, upon a properly noticed conversion. If the Company fails for any reason to deliver to the Holder such Conversion Shares pursuant to Section 4(c)(ii) by the Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of principal amount being converted, $10 per Trading Day (increasing to $20 per Trading Day on the fifth (5th) Trading Day after such liquidated damages begin to accrue) for each Trading Day after such Share Delivery Date until such Conversion Shares are delivered or Holder rescinds such conversion. Nothing herein shall limit a Hxxxxx’s right to pursue actual damages or declare an Event of Default pursuant to Section 8 hereof for the Company’s failure to deliver Conversion Shares within the period specified herein and the Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.

  • Reinstatement of Guarantied Obligations If claim is ever made on the Administrative Agent or any other Guarantied Party for repayment or recovery of any amount or amounts received in payment or on account of any of the Guarantied Obligations, and the Administrative Agent or such other Guarantied Party repays all or part of said amount by reason of (a) any judgment, decree or order of any court or administrative body of competent jurisdiction, or (b) any settlement or compromise of any such claim effected by the Administrative Agent or such other Guarantied Party with any such claimant (including the Borrower or a trustee in bankruptcy for the Borrower), then and in such event each Guarantor agrees that any such judgment, decree, order, settlement or compromise shall be binding on it, notwithstanding any revocation hereof or the cancellation of the Credit Agreement, any of the other Loan Documents, or any other instrument evidencing any liability of the Borrower, and such Guarantor shall be and remain liable to the Administrative Agent or such other Guarantied Party for the amounts so repaid or recovered to the same extent as if such amount had never originally been paid to the Administrative Agent or such other Guarantied Party.

  • Indefeasible Payment The Guaranteed Obligations shall not be considered indefeasibly paid for purposes of this Guaranty unless and until all payments to Lender are no longer subject to any right on the part of any person, including Borrower, Borrower as a debtor in possession, or any trustee (whether appointed under the Bankruptcy Code or otherwise) of any of Borrower’s assets to invalidate or set aside such payments or to seek to recoup the amount of such payments or any portion thereof, or to declare same to be fraudulent or preferential. Upon such full and final performance and indefeasible payment of the Guaranteed Obligations whether by Guarantor or Borrower, Lender shall have no obligation whatsoever to transfer or assign its interest in the Loan Documents to Guarantor. In the event that, for any reason, any portion of such payments to Lender is set aside or restored, whether voluntarily or involuntarily, after the making thereof, then the obligation intended to be satisfied thereby shall be revived and continued in full force and effect as if said payment or payments had not been made, and Guarantor shall be liable to the maximum amount of the Guaranteed Obligations, for the amount Lender is required to repay plus any and all costs and expenses (including attorneys’ fees and expenses and attorneys’ fees and expenses incurred pursuant to proceedings arising under the Bankruptcy Code) paid by Lender in connection therewith.

  • Guaranteed Obligations The Company, jointly and severally with any other guarantors, hereby absolutely, unconditionally and irrevocably guarantees to the Agent and the Lenders on a continuing basis the full, complete and punctual payment when due, whether at stated maturity, by acceleration or otherwise, of any and all sums due from, and any and all Obligations of the Borrower to the Agent and the Lenders now or hereafter existing under the Notes, the Letters of Credit, the Secured Hedging Obligations and the Amended and Restated Credit Agreement, without regard to the Borrower's use of the proceeds of the Loans, the Letters of Credit or the Secured Hedging Obligations, whether for principal, premium, interest, fees, costs, expenses or otherwise, including, without prejudice to the generality of the foregoing, the prompt payment of the Notes and payment of interest and premium thereon at the times and in the manner specified in the Notes and the Amended and Restated Credit Agreement, prompt payment of amounts owing pursuant to the issuance of the Letters of Credit, prompt payment of the Secured Hedging Obligations at the times and in the manner specified in the documentation therefor and the payment of any and all expenses (including reasonable counsel fees and expenses) incurred by the Agent and the Lenders in enforcing any rights under the Notes, the Letters of Credit, the Secured Hedging Obligations, the Amended and Restated Credit Agreement and this Agreement. Without limiting the generality of the foregoing, the Company's liability shall extend to all amounts that would be owed by the Borrower to the Agent and the Lenders under the Amended and Restated Credit Agreement but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Borrower. Each of the obligations guaranteed as set forth in this Section 2.1 is hereinafter referred to severally as a "Guaranteed Obligation" and collectively as the "Guaranteed Obligations".

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