Material Terms and Conditions. XIth Issue Stipulated as under :- XIIth Issue Stipulated as under :-
Material Terms and Conditions. You specifically agree that each of the terms and conditions of this Section 2 are material and that failure of you to comply with these terms and conditions shall constitute sufficient cause for AUTHOR to immediately terminate this Agreement and the License granted under this Agreement. The presence of this Section 2.8 shall not be relevant in determining the materiality of any other provision or breach of this Agreement by either party hereto.
Material Terms and Conditions. Licensee specifically agrees that each of the terms and conditions of this Section 1, including timely payment of all invoices, are material and that failure of Licensee to comply with these terms and conditions shall constitute a breach of this Agreement and shall be sufficient cause for Licensor to terminate this Agreement without further notice. The presence of this Subsection 1.f shall not be relevant in determining the materiality of any other provision or breach of this Agreement by either Party.
Material Terms and Conditions. The Licensee specifically agrees that, without affecting the materiality of any other provision of this XXXX, each of the terms and conditions of this section are material and that failure of the Licensee to comply with these terms and conditions will constitute sufficient cause for Xxxxxx to immediately terminate this XXXX and the license granted under this XXXX.
Material Terms and Conditions. Licensee specifically agrees that each of the terms and conditions of this Section 2 are material and that failure of Licensee to comply with these terms and conditions shall constitute sufficient cause for Licensor to immediately terminate this Agreement and the License granted under this Agreement. The presence of this Section 2f shall not be relevant in determining the materiality of any other provision or breach of this Agreement by either party.
Material Terms and Conditions. Purchase Price The aggregate purchase price for the Transaction shall be approximately $365,000,000 (the “Purchase Price”), payable as follows: $350,000,000 of the Purchase Price will be paid to the Stockholders in immediately available funds on the Closing Date (as such term is defined below), net of the following amounts: - The Purchase Price shall be adjusted up or down for the difference between the working capital of the Included Subsidiaries at the Closing Date and the working capital of VECO as of March 31, 2007 of $59,836,009(1);
(1) Current Assets less Current Liabilities of VECO Corporation as of March 31, 2007, excluding cash and debt as reflected on the financial statements provided to CH2M HILL as part of the Letter of Intent ($218,770,000 - $158,944,000 = $59,836,000). - The Purchase Price will be adjusted downward for the outstanding principal amount of outstanding indebtedness owed by the Included Subsidiaries as of the Closing Date, together with interest accrued there on to the Closing Date, except for up to $16,000,000 of indebtedness secured by the VECO Alaska Building and owed to Wxxxx Fargo Bank NA (which will be assumed by CH2M HILL at Closing). For these purposes, debt related to the defeseance of the VAB building mortgage shall be disregarded (subject to appropriate adjustment to the extent of any undefeased portions of such debt); - $70,000,000 of the Purchase Price (the “Holdback Amount”) will be held back by CH2M HILL (with appropriate interest) or held with an independent escrow agent (as shall be agreed upon by the parties in connection with the definitive agreements) as security for reasonable and actual out-of-pocket costs and expenses and liability that CH2M HILL may suffer in respect of certain Retained Liabilities or breaches of representations, warranties, indemnifications or agreements as set forth in the definitive agreements. Earnings and interest on the holdback/escrow shall be for the benefit of the Stockholders and shall be released periodically. Whether the Holdback Amount shall serve as sole and exclusive remedy for breaches of representations and warranties and indemnification shall be determined in connection with negotiation of the definitive agreements. -The disposition or handling of the unfinished building on Sakhalin shall be determined in connection with negotiation of the definitive agreements. -The Purchase Price shall be decreased by $5,000,000 in respect of the Norcon Property and an additional amount...
Material Terms and Conditions. The provisions of Sections 4,5,6,8,9,10,11,13,15,16,17,20,24,25, with the exception of Subsections 15.15-15.19, shall be deemed as material terms and conditions of this letter of undertaking.
Material Terms and Conditions. Licensee specifically agrees that each of the terms and conditions of this Section 2 are material and that the breach of any term or condition of this Section 2 in any material respect shall constitute an Event of Default to which the provisions of Section 12 of this Agreement apply.
Material Terms and Conditions. 11.1 The parties hereby determine that a breach of this Agreement shall confer upon the injured party the right to any and all remedies and redress fixed for this purpose in the Contracts Law (Remedies for Breach of Contract), 5731-1970, including the right to an order of [ stamps and signatures of Mathew Bronfman, Alon Israel Oil Company Ltd., anx Bronfman-Alon Ltd. ] injunction and enforcement, without derogating from the special remedies set forth in this Agreement.
Material Terms and Conditions. Licensee specifically agrees that each of the terms and conditions of this Section, 2. License, are material and that any use inconsistent with the terms and conditions of this Section 2 may cause irreparable injury to Licensor and that an adequate remedy at law would not be available to Licensor. Accordingly, Licensee acknowledges the right of Licensor to seek injunctive relief to cause the improper and inconsistent use of the software to cease. Prior to seeking such relief, Licensor agrees to provide Licensee a cure notice for any improper use of the Software. Licensee shall have sixty (60) days thereafter within which to cease and desist the improper use. If Licensee fails to cease such improper use in this cure period, Licensor may pursue any legal or equitable relief available to remedy such improper use, including but not limited to the relief acknowledged above.
