Non-Arm’s Length Sale of Product Sample Clauses

Non-Arm’s Length Sale of Product. For the purposes of calculating the amount of Royalty payable if the sales of any Product are to a company or enterprise associated with the seller, and if the sale price is not negotiated on an arm’s length basis, the seller shall, for the purposes of calculating the Gross Royalty and notwithstanding the actual amount of such sale price, add to any moneys actually received with respect to such sale an amount which represents a reasonable net sale price for such sale as if negotiated at arm’s length and after taking into account all pertinent circumstances (including, without limitation, then current market conditions relating to products similar to such Product; terms of agreements between arm’s length parties for the purchase and sale of similar products in similar quantities for delivery over similar periods of time; and physical and/or chemical characteristics of such Products). The seller shall by notice inform the OWNER of the Royalty Interest of the quantum of such reasonable net sale price and if the OWNER of the Royalty Interest does not object thereto within 180 days after receipt of such notice, said quantum shall be final and binding upon the OWNER of the Royalty Interest. If the OWNER of the Royalty Interest objects to such quantum by notice delivered to the seller within said 180 days, then the quantum of such reasonable net sale price shall be decided by arbitration with a single arbitrator to be appointed in accordance with the provisions of the Agreement and the arbitrator shall have reference first to the Agreement, and then, if necessary, to practices used in mining operations that are of a similar nature. The arbitrator shall be entitled to retain such independent mining consultants as OWNER considers necessary. The decision of the arbitrator shall be final and binding on the parties and will not be subject to appeal.
Sample 1
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Non-Arm’s Length Sale of Product. For the purposes of calculating the amount of Royalty Interest payable to Vendor hereunder, if, after the date of commencement of Commercial Production, Wave Uranium sells any Product to a subsidiary or affiliate and if the sale price of such product is not negotiated on an arm’s length basis, Wave Uranium shall, for the purposes of calculating the NSR Royalty and notwithstanding the actual amount of such sale price, add to the proceeds from the sale of such Product an amount, if any, which would be sufficient to make such sale price represent a reasonable net sale price for such Product as if negotiated at arm’s length and after taking into account all pertinent circumstances (including, without limitation, the then current market conditions relating to ore, concentrates or other materials or products similar to the Product). Wave Uranium shall notify the Vendor of the quantum of such reasonable net sale price and if Vendor does not object thereto within sixty (60) days after receipt of such notice, such quantum shall be final and binding for the purposes of this Exhibit. If Vendor objects to such stated reasonable net sale price, the matter will be referred to arbitration pursuant to ARTICLE 8 of the Agreement. EXHIBIT C To an Agreement dated the 20th day of September, 2007 between Wave Uranium and Xxxxxxx Minerals, Inc. YELLOW CAKE ROYALTY All defined terms used in this Exhibit C which are not defined herein have the meanings ascribed thereto in the Agreement. Excepting and reserving unto the Vendor, a royalty (the “Yellow Cake Royalty”) equal to three percent (3%) of the proceeds from the sale or other disposition of all uranium oxide (commonly called “Yellow Cake”), received from any purchaser of any Yellow Cake derived from the ore mined from the Property after deducting therefrom all charges and penalties (imposed by the purchaser) and the cost of transportation to any processing facility after creation of Yellow Cake, insurance premiums, sampling and assaying charges incurred after the Yellow Cake concentrates have left the concentrator and all appropriate sales taxes. If minerals other than uranium oxide are mined and sold from the Property, the Yellow Cake Royalty provided herein shall likewise apply to such minerals and shall be calculated as set forth above based on payment received from a purchaser after the creation of a concentrate or otherwise marketable product. In no case shall the cost of mining, transportation or concentrating costs pri...
Sample 1
Non-Arm’s Length Sale of Product. For the purposes of calculating the amount of Royalty payable to Xxx. Xxxxxx, if, after the date of Commencement of Commercial Production, any Product is sold to a subsidiary or affiliate (as such terms are defined in the Companies Act (British Columbia) and if the sale price of such Product is not negotiated on an arm's length basis, the Joint Venturers shall be deemed to have received as proceeds on the day of such sale an amount based on a price which
Sample 1
Non-Arm’s Length Sale of Product. For the purposes of calculating the amount of Royalty Interest payable to Sr. Modesto Rivas Bxxxxxx xxxxxxxxx, xx, after the date of commencement of Commercial Production, CMI sells any Product to a subsidiary or affiliate and if the sale price of such product is not negotiated on an arm's length basis, CMI shall, for the purposes of calculating the Royalty Interest and notwithstanding the actual amount of such sale price, add to the proceeds from the sale of such Product an amount, if any, which would be sufficient to make such sale price represent a reasonable net sale price for such Product as if negotiated at arm's length and after taking into account all pertinent circumstances (including, without limitation, the then current market conditions relating to ore, concentrates or other materials or products similar to the Product). CMI shall notify Sr. Modesto Rivas Bxxxxxx xx xxx xxxxxxx xf such reasonable net sale price and if Sr. Modesto Rivas Belxxxx xxxx xxx xxxxxx thereto within sixty (60) days after receipt of such notice, such quantum shall be final and binding for the purposes of this Exhibit. If Sr. Modesto Rivas Bxxxxxx xxxxxxx xx xxxx stated reasonable net sale price, the matter will be referred to arbitration pursuant to ARTICLE 8 of the Agreement.
Sample 1

Related to Non-Arm’s Length Sale of Product

  • Sale of Products Performance of Services

  • Non-Arm’s Length Transactions Except in respect of transactions between or among the Borrower and/or one or more of its Wholly-Owned Subsidiaries, the Borrower shall not, nor shall it permit any Subsidiary to, enter into any contract, agreement or transaction whatsoever, including for the sale, purchase, lease or other dealing in any property or the provision of any services (other than office and administration services provided in the ordinary course of business), with any Related Party except upon fair and reasonable terms, which terms are not less favourable to the Borrower or its Subsidiaries than it would obtain in an arm’s length transaction and, if applicable, for consideration which equals the fair market value of such property or other than at a fair market rental as regards leased property.

  • Purchase and Sale of Products Xxxx agrees to purchase and receive from the Company, and the Company agrees to sell and deliver to Xxxx, the entire Products output of the Refinery from and including the Commencement Date through the end of the Term of this Agreement, at the prices determined pursuant to this Agreement and otherwise in accordance with the terms and conditions of this Agreement.

  • Arms’ Length Negotiations The price of the Offered Securities set forth in this Agreement was established by the Company following discussions and arms-length negotiations with the Representatives and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement;

  • Arm’s Length Transactions During the term of this Agreement, all transactions and dealings between the Trust Depositor and its Affiliates will be conducted on an arm’s-length basis.

  • Arm’s Length Transaction The Bank acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Bank with respect to the offering of Notes contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Bank or any other person. Additionally, neither the Representative nor any other Underwriter is advising the Bank or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Bank shall consult with its own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Bank with respect thereto. Any review by the Underwriters of the Bank, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Bank.

  • Arm’s Length Agreement Each of the parties to this Agreement agrees and acknowledges that this Agreement has been negotiated in good faith, at arm’s length, and not by any means prohibited by law.

  • Competing Transactions (a) The Company agrees that from the date of this Agreement until the Effective Time or, if earlier, the termination of this Agreement in accordance with Article IX, neither it nor any of its Subsidiaries nor any of their respective Representatives will, and that it will cause each of its Subsidiaries and each of its and its Subsidiaries’ Representatives (including without limitation any investment banker, attorney or account retained by the Company or any of its Subsidiaries, the Company Board or the Special Committee or any of the Company’s Subsidiaries) not to, directly or indirectly, (i) solicit, initiate or knowingly encourage (including by way of furnishing nonpublic information), or take any other action to knowingly facilitate, any inquiries or the making of any proposal or offer (including without limitation any proposal or offer to the Company’s shareholders) with respect to, or that may reasonably be expected to lead to, any Competing Transaction, (ii) enter into, maintain, continue or otherwise engage or participate in any discussions or negotiations with, or provide any non-public information or data concerning the Company or any Subsidiary to, any Person or entity in furtherance of such inquiries or to obtain a proposal or offer with respect to a Competing Transaction or any proposal or offer that may reasonably be expected to lead to a Competing Transaction, (iii) agree to, approve, endorse, recommend, execute, enter into or consummate any Competing Transaction or any proposal or offer that may reasonably be expected to lead to a Competing Transaction, or that requires the Company to abandon this Agreement or the Merger or enter into any letter of intent, Contract or commitment contemplating or otherwise relating to any Competing Transaction (other than any Acceptable Confidentiality Agreement), (iv) grant any waiver, amendment or release under any confidentiality, standstill or similar agreement or Takeover Statutes (and the Company shall promptly take all action reasonably necessary to terminate or cause to be terminated any such waiver previously granted with respect to any provision of any such confidentiality, standstill or similar agreement or Takeover Statute and to enforce each such confidentiality, standstill and similar agreement), or (v) resolve, propose or agree, or authorize or permit any Representative, to do any of the foregoing. The Company acknowledges and agrees that the doing of any of the foregoing by any of its Subsidiaries or any Representative of the Company or any of its Subsidiaries shall be deemed to be a breach by the Company of this Section 7.03(a). The Company shall, and shall cause its Subsidiaries and its Subsidiaries’ Representatives to, immediately cease and cause to be terminated all existing discussions or negotiations with any Persons conducted prior to the execution of this Agreement by the Company, any of its Subsidiaries or any of their Representatives with respect to a Competing Transaction. Except for any Acceptable Confidentiality Agreement executed in accordance with Section 7.03(c), the Company shall promptly request each Person that has heretofore executed a confidentiality agreement after September 4, 2013 in connection with such Person’s consideration of acquiring (whether by merger, acquisition of share or assets or otherwise) the Company or any of its Subsidiaries, to return (or if permitted by the applicable confidentiality agreement, destroy) all information required to be returned (or, if applicable, destroyed) by such Person under the terms of the applicable confidentiality agreement and, if requested by Parent, to use reasonable best efforts to enforce such Person’s obligation to do so.

  • Manufacture of Product Prior to commercialization of the Product, the Parties may, if appropriate for both parties, negotiate in good faith a manufacturing and supply agreement to provide for Licensor to fulfill the manufacturing requirements of Licensee for Product for sale in the European market. The cost of such manufacturing shall not be greater than * percent (*%) of the cost of any competitor cGMP contract manufacturing facility that proposes to manufacturer the Product for Licensee. * Confidential information has been omitted and filed confidentially with the Securities and Exchange Commission.

  • Purchase and Sale of Property Subject to and in accordance with the ----------------------------- terms and provisions of this Agreement, Seller hereby agrees to sell to Purchaser and Purchaser hereby agrees to purchase from Seller, the Property, which term "Property" shall mean and include the following:

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