Other Additional Consideration Sample Clauses

Other Additional Consideration. Upon the Closing Date, subject to cancellation as to Acquiror if and when this Agreement may be terminated as provided herein, Acquiror shall acknowledge, and/or accept assignment of, and assume with Target and abide by the then current RJP attorney retainer, and Gallaro consultant contracts as recited in that certain Confidentiality Affidavit, Non Disclosure and Finders Fee Agreement with such persons as finders (the "Finders") dated 7/25/06 including the condition of issuance of the stock of Acquiror to such persons as therein provided, which stock shall be part and parcel all the 99.5% stock interest in Acquiror to be issued to and/or for the benefit of Target as provided in this Agreement, and in addition thereto assumption of such other services contracts as shall be sought assignment by Target and listed on a Schedule of Assumed Liabilities included with and made a part of this Agreement. Acquiror shall, upon closing of the transaction provided for in this Agreement, allow for securities conversion under rights given in all Target contracts as shall be specifically listed in the appropriate schedule to this Agreement or otherwise requested by Target in writing to be convertible into Acquiror restricted common stock (recognizing that issuance on such conversion may cause further dilution to outstanding stock in Acquiror) and allow for and facilitate registration of such securities as shall be the obligation of Target under the terms of such convertible instruments as well as allowing lien interest in all stock owned by Acquiror in Sub to current Target creditors having priority lien entitlement in the Target Transfer Assets as advised by and subject to decision solely in the discretion of Target as to the identity of to what creditors such provisions shall apply.
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Related to Other Additional Consideration

  • No Additional Consideration For the avoidance of doubt, the transfer of any Assets under this Section 2.8 shall be effected without any additional consideration by either party.

  • Additional Consideration Retrocessionaire agrees to pay under the Inuring Retrocessions all future premiums Retrocedant is obligated to pay pursuant to the terms of the Inuring Retrocessions to the extent that such premiums are allocable to Retrocessionaire in the manner set forth in Exhibit E hereto, and not otherwise paid by Retrocessionaire and to indemnify Retrocedant for all such premiums paid directly by Retrocedant, net of any ceding commissions and similar amounts paid by Third Party Retrocessionaires to Retrocedant.

  • Additional Considerations For each mediation or arbitration:

  • Initial Consideration On the Effective Date, Retrocessionaire shall reimburse Retrocedant for one hundred percent (100%) of any and all unearned premiums paid by Retrocedant under such Inuring Retrocessions net of any applicable unearned ceding commissions paid to Retrocedant thereunder.

  • Amendments; Waivers; No Additional Consideration No provision of this Agreement may be waived or amended except in a written instrument signed by the Company, Parent and the Shareholders. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of any Party to exercise any right hereunder in any manner impair the exercise of any such right.

  • Total Consideration The aggregate consideration (the "Consideration") payable by the Surviving Partnership in connection with the merger of the Merged Partnership with and into the Surviving Partnership shall be $8,275,000, subject to adjustments at Closing pursuant to Section 3.9 and costs paid pursuant to Section 3.10(c) and Section 3.11, plus the amount of any tax or other reserves held by the Existing Lender (hereinafter defined).

  • Additional Contributions The Member is not required to make any additional capital contribution to the Company. However, the Member may at any time make additional capital contributions to the Company in cash or other property.

  • Other Consideration As additional consideration, Purchaser shall also assume the Assumed Liabilities at the time of Closing.

  • Purchase Price; Consideration Purchaser shall, on the date hereof (the “Closing Date”), issue to Seller a promissory note, substantially in the form attached hereto as Exhibit B, in the sum of Fifteen Thousand Dollars ($15,000) (the “Promissory Note”) as the consideration for the Ownership Interests.

  • Acquisition Consideration (a) The consideration (the "ACQUISITION CONSIDERATION") to be received by each Grantor in respect of the contribution of the Grantor's Interests to the Operating Partnership shall be an amount equal to $100.00 (one hundred dollars). The Acquisition Consideration shall be paid in the form of a combination of (i) cash and/or (ii) units of limited partnership interest in the Operating Partnership ("OP UNITS"), in the percentages and allocations set forth on Schedule B attached hereto. To the extent a percentage of the Acquisition Consideration includes one or more OP Units, as set forth on Schedule B, the number of OP Units the Grantor shall be entitled to receive upon the exercise of the Option with respect to such percentage shall equal the quotient of

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