Common use of Initial Consideration Clause in Contracts

Initial Consideration. (a) In consideration for the Xxxxx Entities entering into this Agreement, Comcast agrees that, on the date that the Xxxxx Entities pledge the Pledged Shares (as defined herein) pursuant to Section 9(e) hereof, it will deposit with International $50,000,000 in cash (the "Initial Consideration") by wire transfer of immediately available funds to a bank account designated by International. The parties acknowledge and agree that the Initial Consideration, together with interest thereon, shall be a credit against the aggregate Purchase Price (as such term is defined in the Option Agreements) required to be paid upon the closing of the purchase and sale of all of the Optioned Shares, as more fully described in the Option Agreements. (b) In the event that this Agreement is terminated for any reason other than pursuant to Section 16(c) hereof or the Closing fails to occur on the Closing Date for any reason other than as set forth in Section 16(c), the Xxxxx Entities agree to pay to Comcast, upon delivery by any Xxxxx Entity of any notice of termination or upon demand by Comcast, an amount equal to the Initial Consideration plus interest calculated at the Applicable Rate from the date the Initial Consideration is deposited with the Xxxxx Entities to and including the date the Xxxxx Entities repay such Initial Consideration. "Applicable Rate" means an interest rate per annum at which deposits in United States dollars appears on page 3750 (or any successor page thereto) of the Dow Xxxxx Telerate Screen for a ninety day period, plus 1/2%. The Applicable Rate for any period shall be determined as of the date the Initial Consideration is deposited with the Xxxxx Entities, and shall be adjusted quarterly on the first business day of each January, April, July and October through the date the Xxxxx Entities repay the Initial Consideration (or the Initial Consideration is credited against the Purchase Price payable in respect of the Optioned Shares pursuant to the Option Agreements).

Initial Consideration. (a) In consideration for the Xxxxx Entities entering into Upon execution of this Agreement, Comcast agrees that, on NILE will pay MAYO an up-front payment of [***] as consideration for entering into the date that the Xxxxx Entities pledge the Pledged Shares (as defined herein) pursuant to Section 9(e) hereof, it will deposit with International $50,000,000 in cash (the "Initial Consideration") by wire transfer of immediately available funds to a bank account designated by InternationalAgreement. The parties acknowledge This initial payment is nonrefundable and agree that the Initial Consideration, together with interest thereon, shall be a credit is not an advance or creditable against the aggregate Purchase Price (as such term is defined in the Option Agreements) required to be paid upon the closing of the purchase and sale of all of the Optioned Shares, as more fully described in the Option Agreementsany royalties otherwise due under this Agreement. (b) In Upon the event that this Agreement is terminated for any reason other than pursuant Effective Date, NILE shall issue to Section 16(c) hereof or the Closing fails to occur on the Closing Date for any reason other than as set forth in Section 16(c), the Xxxxx Entities agree to pay to Comcast, upon delivery by any Xxxxx Entity MAYO a number of any notice shares of termination or upon demand by Comcast, an amount equal to the Initial Consideration plus interest calculated at the Applicable Rate from the date the Initial Consideration is deposited with the Xxxxx Entities to and including the date the Xxxxx Entities repay such Initial Consideration. "Applicable Rate" means an interest rate per annum at which deposits in United States dollars appears on page 3750 (or any successor page thereto) of the Dow Xxxxx Telerate Screen for Common Stock having a ninety day period, plus 1/2%. The Applicable Rate for any period shall be determined fair market value as of the date Effective Date equal to TWO HUNDRED FIFTY THOUSAND DOLLARS (US $250,000) based on a 20-day VWAP. NILE shall deliver, or cause to be delivered, to MAYO a stock certificate, duly signed by appropriate officers of NILE and issued in MAYO’S name, representing all of the Initial Consideration shares of Common Stock required to be issued to MAYO under this Article 4. (c) By accepting the shares of Common Stock, MAYO hereby consents to the placement of a legend on any certificate or other document evidencing the shares of Common Stock that such shares of Common Stock have not been registered under the Securities Act of 1933 or any state securities or “blue sky” laws and setting forth or referring to the restrictions on transferability and sale thereof contained in this Agreement. MAYO is deposited aware that NILE will make a notation in its appropriate records with respect to the Xxxxx Entities, and restrictions on the transferability of such shares of Common Stock. The legend to be placed on each certificate shall be adjusted quarterly on the first business day of each January, April, July and October through the date the Xxxxx Entities repay the Initial Consideration (or the Initial Consideration is credited against the Purchase Price payable in respect of the Optioned Shares pursuant form substantially similar to the Option Agreements)following: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR ANY STATE SECURITIES OR “BLUE SKY LAWS”, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED ABSENT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR COMPLIANCE WITH RULE 144 PROMULGATED UNDER SUCH ACT, OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.”

Initial Consideration. 3.1 The Initial Consideration, which shall be apportioned between the Vendors as shown in Column 4 of Schedule 1, shall be satisfied: (a) In consideration for as to the Xxxxx Entities entering into this Agreement, Comcast agrees that, on the date that the Xxxxx Entities pledge the Pledged Shares sum of (as defined herein) pursuant to Section 9(e) hereof, it will deposit with International $50,000,000 pound)3,450,000 in cash (the "Initial Cash Consideration") by wire transfer of immediately available funds to a bank account designated by International. The parties acknowledge and agree that the Initial Consideration, together with interest thereon, which (pound)250,000 shall be a credit against paid into the aggregate Purchase Price (as such term is defined in the Option Agreements) required to be paid upon the closing of the purchase and sale of all of the Optioned Shares, as more fully described in the Option Agreements.Escrow Account; and (b) as to (pound)6,550,000 by the issue of 29,696,745 Consideration Shares (the "Initial Consideration Shares"), of which 3,400,390 Initial Consideration Shares, shall be placed in escrow on the terms of the Escrow Agreement (the "Escrow Shares"). 3.2 In the event that this Agreement the average Volume Weighted Average Price (the "Liquidity Price") of the Purchaser's common stock as measured over the 10 trading days immediately before the earlier of the date upon which the Vendors are first able to sell the Consideration Shares under Rule 144 of the U.S. Securities Act of 1933 as amended (the "Securities Act") and the date on which the U.S. Securities and Exchange Commission (the "SEC") declares the Vendors registration statement (as referred to in Clause 9) effective (such earlier date being referred to hereinafter as the "Liquidity Date") (provided, however, that if the Purchaser's common stock is terminated for any reason other than pursuant to Section 16(c) hereof or the Closing fails to occur not being quoted on the US OTC bulletin board or a US automated quotation system on the Liquidity Date, the Liquidity Date shall be the Business Day immediately following the 10th trading day after quotes for the Purchaser's common stock have recommenced) is less than $0.384 (the "Closing Date for any reason other than as set forth in Section 16(cPrice"), the Xxxxx Entities agree to Purchaser shall on the third calendar day following the Liquidity Date (or if such day is not a Business Day, the next Business Day thereafter, the "Top-Up Payment Day") pay to Comcastthe Vendors in cash, upon delivery by any Xxxxx Entity of any notice of termination or upon demand by Comcast, directly an amount (the "Top-Up Amount") equal to the Initial number of Consideration plus interest calculated at Shares multiplied by the Applicable Rate from amount by which the date Closing Price exceeds the Initial Consideration is deposited with the Xxxxx Entities to Liquidity Price (and including the date the Xxxxx Entities repay such Initial Consideration. "Applicable Rate" means an interest rate per annum at which deposits in United States dollars appears on page 3750 (or any successor page thereto) of the Dow Xxxxx Telerate Screen for a ninety day period, plus 1/2%. The Applicable Rate for any period payment shall be determined as of the date the Initial Consideration is deposited with the Xxxxx Entities, and shall be adjusted quarterly on the first business day of each January, April, July and October through the date the Xxxxx Entities repay the Initial Consideration (or the Initial Consideration is credited against the Purchase Price payable made in respect of the Optioned Shares pursuant to the Option AgreementsUS Dollars).

Initial Consideration. (a) In consideration for On the Xxxxx Entities entering into Effective Date of this Agreement, Comcast agrees thatthe Ceding Company will pay the Reinsurer an Initial Consideration equal to 100 percent of the Modified Coinsurance Reserve, on the date that the Xxxxx Entities pledge the Pledged Shares (as defined herein) pursuant in Article V, Paragraph 3, calculated as of the Effective Date of this Agreement with respect to Section 9(e) hereof, it will deposit the annuities assumed as of such date and described in Schedule A. Simultaneously with International $50,000,000 in cash (the "Initial Consideration") by wire transfer payment of immediately available funds to a bank account designated by International. The parties acknowledge and agree that the Initial Consideration, together with interest thereon, shall be a credit against the aggregate Purchase Price (as such term is defined in the Option Agreements) required to be paid upon the closing Ceding Company will withhold on behalf of the purchase and sale of all Reinsurer 3.2 percent of the Optioned Shares, as more fully described in the Option Agreements. (b) In the event that this Agreement is terminated for any reason other than pursuant to Section 16(c) hereof or the Closing fails to occur on the Closing Date for any reason other than as set forth in Section 16(c), the Xxxxx Entities agree to pay to Comcast, upon delivery by any Xxxxx Entity of any notice of termination or upon demand by Comcast, an amount equal to the Initial Consideration plus interest calculated at the Applicable Rate from the date the Initial Consideration is deposited with the Xxxxx Entities to and including the date the Xxxxx Entities repay such Initial Consideration. "Applicable Rate" means an interest rate per annum at which deposits in United States dollars appears on page 3750 (or any successor page thereto) of the Dow Xxxxx Telerate Screen for a ninety day period, plus 1/2%. The Applicable Rate for any period shall be determined calculated as of the date Effective Date of this Agreement, in accordance with Paragraph 3 below, but not to exceed $15 million. On December 31, 1994, the Ceding Company will pay the Reinsurer a Supplemental Consideration equal to 100 percent of the Modified Coinsurance Reserve, as defined in Article V, Paragraph 3, calculated as of December 31, 1994 with respect to the annuities assumed as of December 31, 1994 and described in Schedule A. 3. Funds Withheld. The Ceding Company and the Reinsurer have entered into the "Accounts Receivable Agreement" attached to this Agreement as Exhibit A. Pursuant to the terms of the Accounts Receivable Agreement, the Ceding Company will withhold on behalf of the Reinsurer the amounts described in Paragraphs 1 and 2 (i) equals the Funds Withheld at the end of the preceding Accounting Period; (ii) for the Accounting Period ending March 31, 1994 through September 30, 1994 only, equals the Funds Withheld Rate, as described in Schedule E, Paragraph 1, times the Reinsurance Premiums, determined in accordance with Paragraph 2 above, but not to exceed $6 million for the current calendar year; and (iii) equals any payment by the Ceding Company to the Reinsurer of any amount withheld, as described in items (i) and (ii) above, during the Accounting Period in accordance with the Accounts Receivable Agreement. With respect, however, to the Accounting Period during which the Effective Date of this Agreement occurs, the reference in (i) above to "the Funds Withheld at the end of the preceding Accounting Period" means 3.2 percent of the Initial Consideration is deposited Consideration, determined in accordance with the Xxxxx EntitiesParagraph 1 above, and shall be adjusted quarterly on the first business day of each January, April, July and October through the date the Xxxxx Entities repay the Initial Consideration (or the Initial Consideration is credited against the Purchase Price payable in respect of the Optioned Shares pursuant but not to the Option Agreements)exceed $15 million.