Key Terms and Conditions Sample Clauses

Key Terms and Conditions. Definition Description

Key Terms and Conditions. The terms and conditions of the Transfer of Shares shall include the following: For each Share the purchase price shall be the same. All considerations for the Shares shall be paid on the same date and in cash. Each other Shareholder's liability for representations and warranties shall, to the extent legally permissible, be limited to [the same percentage of its purchase price as applicable for the Relevant Selling Shareholder[s]' liability/a maximum of ……….. percent of its purchase price], and be subject to the same time limitations as the Relevant Selling Shareholder[s]' liability. Each other Shareholder shall, upon request by the Relevant Selling Shareholder[s], be obliged to pay the same percentage of its purchase price for the same time periods into an escrow account in favor of the acquirer as the Relevant Selling Shareholder[s]. Disclosures shall only limit the other Shareholders' liability if expressly agreed with the acquirer. Each other Shareholder shall be [severally, and not jointly/jointly and severally with each of the other Shareholders] liable for the representations and warranties. Each other Shareholder shall give the representations and warranties which the acquirer or the Relevant Selling Shareholder[s] may reasonably request[, reflecting such Shareholder's stake in and position with respect to the Company (i.e. founder, senior manager, employee, passive investor, [other]]). Such representations and warranties shall include, but not be limited to, the following: ………………………………………………………………………………………….Representations and warranties regarding the future shall be excluded. Except as otherwise provided for herein and unless the Relevant Shareholders may reasonably request otherwise (in particular because they agreed to such term or condition with respect of their Shares), the terms and conditions of ……………………………………………… regarding representations and warranties, indemnification and remedies shall apply, mutatis mutandis. Each Other Shareholder shall bear its own costs and taxes imposed on it.

Key Terms and Conditions. The terms and conditions of the Transfer of Shares shall include the following: (a) For each Share, the purchase price shall be the same pro rata of the par value of such Share. All considerations for the Shares shall be paid on the same date and in cash. (b) Each Shareholder shall bear its own costs and taxes imposed on it.

Key Terms and Conditions. 1.1 For a list of membership benefits relevant to each category of member, please see the Annex to this agreement. 1.2 The membership year runs from 1 April to 31 March (membership year). 1.3 Any membership benefit which is unused in a particular membership year cannot be carried forward to the following or any other membership year. 1.4 Any training or consultancy provided outside the membership benefits listed in the Annex is charged at a rate of £590 for each full day and £350 for each half day session plus travel (Member rate). Terms 4.1, 4.2, 4.3 and 4.4 will apply to any chargeable services provided to Members. Additional charges may apply if training or consultancy is provided by a Tai Pawb Associate. As these costs can vary, they will be estimated before the Training and Consultancy Services Agreement is signed. 1.5 Travel will be charged at 45p per mile for the first 100 miles and 15p per mile thereafter. An estimated quote for this cost will be provided in advance. No membership discounts will apply to travel expenses. 1.6 For the purposes of these terms and conditions, “full day” equates to between 4 and 7 hours and “half day” equates to 3.5 hours or less. 1.7 Where Tai Pawb services are provided by one of our Associates, the organisation contracting the service agrees not to directly commission the Associate for any further work without going through Tai Pawb, during the time the Associate is contracted by Tai Pawb and for at least 6 months following any termination of contract between Tai Pawb and the Associate. Organisations may contact Tai Pawb to request an exemption from this rule if they feel it is appropriate, for example if the service being contracted is not a service which Tai Pawb could otherwise provide.

Key Terms and Conditions. An agreement (the "Tax Matters Agreement") was entered into on September 22, 2016 between Valvoline and Ashland, that generally provides that Valvoline is required to indemnify Ashland for the following items:

Key Terms and Conditions. I understand that if I choose to access the Free Childcare and Education for 2 year olds or the Free Entitlement at a setting offering fewer than 570 hours of Free Childcare and Education or Free Entitlement per year, Northamptonshire County Council has no obligation to make arrangements to provide additional hours to ensure my child receives the maximum entitlement over a year. Yes/No

Key Terms and Conditions. It is now agreed that Licensor grants Licensee the following Rights: 1. Program(s)/Event(s) Hereinafter individually referred to as the “P rogram /Event”and collectively referred to as the “P rogram s/Events ”.

Key Terms and Conditions. The terms and conditions of the Transfer of Shares shall include the following: (a) Each other Shareholder’s liability for representations and warranties shall, to the extent legally permissible, be limited to a maximum of 50% percent of its purchase price, and be subject to the same time limitations as the Relevant Selling Shareholder[s]’ liability. Each other Shareholder shall, upon request by the Relevant Selling Shareholder[s], be obliged to pay the same percentage of its purchase price for the same time periods into an escrow account in favor of the acquirer as the Relevant Selling Shareholder[s]. Each other Shareholder shall be severally, and not jointly liable for the representations and warranties. (b) Each other Shareholder shall give the representations and warranties which the acquirer or the Relevant Selling Shareholder[s] may reasonably request, reflecting such Shareholder’s stake in and position with respect to the Company (i.e. founder, senior manager, employee, passive investor). Except as otherwise provided for herein and unless the Relevant Selling Shareholders may reasonably request otherwise (in particular because they agreed to such term or condition regarding their Shares), the terms and conditions of the Investment Agreement regarding representations and warranties, indemnification and remedies shall apply, mutatis mutandis. (c) Each other Shareholder shall bear its own costs and taxes imposed on it.

Key Terms and Conditions. The Locker keys given to you is the Bank’s property, and you undertake to safeguard, not to copy, and acknowledge and agree that you will be personally liable in case of any misuse of the keys and shall bear the cost of a procuring a new keys if required and any other costs or expenses for repairing and opening the Locker.

Key Terms and Conditions. For good and valuable consideration, the receipt and sufficiently of which is hereby acknowledged, the parties hereto, intent to be legally bound, agree as follows: