The Consideration. 9.1. In consideration for the successful completion of the Works, the timely supply of the R350HT Rails and the fulfillment of all of Supplier's obligations pursuant to this Agreement including, without limitation, the Warranty and all accompanying services and equipment to ISR's full satisfaction as required in accordance with the terms and conditions of this Agreement, Supplier shall be entitled to receive payment in accordance with the Consideration Annex attached hereto as Annex B (the “Consideration”).
9.2. Consideration shall be the final, complete and inclusive price that shall be paid to Supplier for the design, manufacture, preservation treatment, supply, delivery, unloading and Warranty of the R350HT Rails and the execution of all the Works pursuant to this Agreement, exclusive only of VAT. Other than as set forth herein, the Supplier shall not be entitled to receive any additional payments in connection with the performance of its obligations hereunder. The Consideration is inclusive of all taxes (other than VAT), license fees, royalties, or any other costs or expenses of any kind related to the provision of the R350HT Rails and/or to the Works. ISR shall not be charged with any further payments in connection with the Supplier’s execution of any of its obligations and undertakings under this Agreement.
9.3. Value added tax, to the extent applicable, shall be added to any payment made by ISR to Supplier hereunder, subject to the issuance of a tax invoice on ISR’s name, in accordance with the law. All amounts payable to the Supplier under this Agreement shall be paid in Euros (€).
9.4. For the removal of any doubt, it is hereby clarified that all taxes, fees, duties, licenses, costs or other payments that are to be paid in connection with the exportation, supply and delivery of the R350HT Rails, including but not limited to all types of importation and custom duties and services, such as transportation costs, customs agents’ fees, purchase tax (in Hebrew "Mas Kniya" or "הינק סמ" ), wharf fees (in Hebrew "Dmei Ratzif" or "ףיצר ימד" ), cleaning of the containers and unloading at the Site, Israeli customs duties, port handling fees (in Hebrew "Dmei Xxxxx" or "לוטינ ימד" ), port infrastructure fees (in Hebrew "Dmei Tashtit" or "תיתשת ימד"), cam locks for discharging the R350HT Rails at port, supervision while discharging at port, discharging terms at port, etc. shall be considered as part of the Consideration and shall be borne solely by Supplier.
The Consideration. 2.1 The Borrower agrees, as consideration for the Loan, to:
(i) continue to provide the Guarantee as security for the Secured Obligations on the terms set forth in Clause 3 below;
(ii) continue to provide the security set forth in the Security Documents for the Secured Obligations on the terms set forth in Clause 4 below; and
(iii) compensate the Lender as per the principles set forth in Clause 5 below.
The Consideration. Subject to the conditions set forth herein on the "Effective Date" (as herein defined), (i) the STC Shareholders shall exchange all of their common shares of STC on a one for one basis for common stock of VBL (after giving effect to the one for 16 reverse split consummated prior to the date hereof and discussed in Section 5.9 herein) and (ii) all of the options and warrants to purchase common shares of STC, a schedule of which is attached hereto as Schedule B, which are issued and outstanding shall be exchanged for options and warrants to purchase an equal number of common shares of VBL subject to equivalent terms and conditions as set forth in each of the respective option agreements and warrant agreements to purchase common shares of STC. The transactions contemplated by this Agreement shall be completed at a closing ("Closing") on a closing date ("Closing Date") which shall be as soon as practicable after approval of this exchange by the STC Shareholders and compliance with Section 14(f) of the Securities and Exchange Act of 1934, except that such transaction must be completed on or before June 30, 2002, or this Agreement shall expire unless extended in writing. On the Closing Date, all of the documents to be furnished to VBL and STC, including the documents to be furnished pursuant to Articles VII and VIII of this Agreement, shall be delivered to M.A. Littman, to be held in escrow until the Effective Date or the date of xxxxxxation of this Agreement, whichever first occurs, and thereafter shall be promptly distributed to the parties as their interests may appear.
The Consideration. 1.1 Subject to the conditions set forth herein, Sellers shall sell to Buyer and Buyer shall purchase an aggregate of 2,250,000 shares of common stock of VRI from Sellers. The purchase price for the shares to be paid by Buyer to Sellers is $62,500 (the "Consideration") for which $18,750 is herewith paid to Sellers, and is deemed non-refundable consideration for the Share Purchase Agreement. The balance of the purchase price of $43,750 shall be evidenced by a promissory note executed at closing by the Buyer and payable in two equal installments; one installment 60 days from date hereof and second installment 90 days from date hereof. The shares being purchased shall remain collateral, pledged to secure purchase price, to be released to Buyer upon payment of full purchase price.
The Consideration. In consideration for carrying out the Services and all the obligations of the Management Venture during the Services Period, in full and on time, pursuant to the provisions of the Agreement, the Company will pay to the Management Venture the Basic Services Consideration and the Additional Consideration (as applicable), in amounts and upon dates as set forth in Appendix C (The Consideration), (the “Consideration”), plus VAT pursuant to applicable Law.
The Consideration. 1.1 Subject to the conditions set forth herein on the "Closing Date" (as herein defined), Shareholders of MASSTECH shall exchange 100% of the outstanding common shares of MASSTECH for 50,000,000 (Fifty Million) common shares of GST stock and the Notes redeemable to cash under the terms as contained, in the form of Notes attached as Exhibit "C". The transactions contemplated by this Agreement shall be completed at a closing ("Closing") on a closing date ("Closing Date") which shall be as soon as possible after all shareholder approvals are obtained in accordance with law as set forth in this Agreement, and subject to negotiation of Employment Agreements with the Shareholders of MASSTECH who are joining the Board of GST, but no later than 30 days after date hereof (the "Closing Date"). On the Closing Date, all of the documents, shares and notes to be furnished to GST and MASSTECH shareholders, including the documents to be furnished pursuant to Article VII of this Agreement, shall be delivered to M.A. Xxxxxxx, to be promptly distributed to the parties as specified in this Agreement.
1.2 At the Closing Date, MASSTECH shall become a wholly owned subsidiary of GST. MASSTECH's shareholders shall receive pro rata shares of no par value voting common stock as follows: GST shall issue 50,000,000 (Fifty Million ) of its shares of common stock for 100% of the outstanding common shares of MASSTECH, pro rata to the shareholders of MASSTECH; b) GST shall issue the Notes in the form attached as Exhibit "C", subject to the written instructions of MASSTECH.
1.3 If this Agreement is duly adopted by the holders of the requisite number of shares, in accordance with the applicable laws and subject to the other provisions hereof, such documents as may be required by law to accomplish the Agreement shall be delivered and filed as required by law to effectuate same, and it shall become effective. The time of filing the last document required by law and delivery of shares and notes shall be the Closing Date for the Agreement. For accounting purposes, the Agreement shall be effective as of 12:01 a.m., on the last day of the month preceding the Closing Date.
The Consideration. 1.1 Subject to the conditions set forth herein on the "Closing Date" (as herein defined), SELLERS shall sell and BUYER shall purchase 672,000 common shares of MM common stock. The transactions contemplated by this Agreement shall be completed at a closing ("Closing") on a closing date ("Closing Date") on or before April 14, 2000. The purchase price for the MM shares to be paid by BUYER to SELLERS is $150,000, $25,000 of which is paid herewith and $125,000 in the form of a promissory note secured by a pledge of the stock, which shall be paid three days after closing hereunder. On the Closing Date, all of the documents to be furnished pursuant to this Agreement, including the documents to be furnished pursuant to Article VI of this Agreement, shall be delivered to M.A. Xxxxxxx, to be held in escrow until all closing conditions hereunder have been met or the date of termination of this Agreement, but no longer than 1 day after closing date, whichever first occurs, and thereafter shall be promptly distributed to the parties as their interests may appear.
1.2 a. Concurrent with the execution hereof, BUYER shall deposit or cause to be deposited with M.A. Xxxxxxx as a non-refundable consideration for this agreement, the sum of $25,000. Further, the sum of $125,000 shall be paid via a promissory note delivered at closing for delivery to SELLERS for which the shares (672,000) of MM common stock, constituting all of the outstanding common stock of MM shall be pledged as collateral until the note is paid. The note shall be due in three days or upon any merger which ever is earlier.
The Consideration. 12.1. In consideration for full compliance with the Supplier’s obligations, including the provision of the services pursuant to the Agreement to the Company’s satisfaction, the Company will pay the Supplier the amount specified in the Supplier’s price quote for the RFQ, pursuant to the quantities and units as actually ordered and approved by the Company (hereinafter: "the Consideration").
12.2. For the avoidance of doubt, it is clarified that the data detailed in the price quote does not constitute a presentation and/or commitment regarding the scope of the services and/or works actually ordered from the Supplier. The Company reserves the right to increase or decrease the quantities as aforementioned.
12.3. The Consideration will be paid to the Supplier, subject and upon receipt of the Company’s written approval.
12.4. The Supplier’s proposal includes all the preparation and necessary works for the supply, installation, operation and maintenance of the services subject to the Tender and the Specific Invitation and pursuant to the details in the technical specifications, to the Company’s full satisfaction. It is hereby expressly clarified that all the aforementioned services are included in the Supplier’s price proposal and the Supplier will not be paid any additional consideration in respect of the aforementioned.
12.5. For the avoidance of doubt, it is clarified that the Consideration is final and includes all the service components (including additional and/or indirect services) that are the subject of this Agreement, as detailed in the Tender Documents and Specific Invitation and this includes: overhead expenses, price increased, office and/or general expenses, equipment costs, wages of employees and/or those employed by the Supplier, including staff members (including full social expenses), and any additional and/or other expense of any kind and type. For the avoidance of doubt, it is clarified that the Supplier shall not be entitled to any consideration and/or additional payment for/or regarding its work beyond the aforementioned.
12.6. It is clarified that the Supplier shall not be entitled to any consideration and/or additional payment for its services beyond the Consideration, unless otherwise stipulated expressly in the Agreement or if the parties have agreed upon this expressly in writing.
12.7. The Company’s liability in matters regarding Consideration and/or the scope of the Agreement, is subject to prior written document signed by the Company’...
The Consideration. 24.1. In consideration for the performance of the Project, and meeting all of its obligations pursuant to this Agreement, the Contractor shall be entitled to the consideration detailed in the Payment Schedule (hereinafter “the Consideration”), upon the payment terms detailed therein, all in accordance with, and subject to, the provisions in the Payment Schedule.
24.2. The Contractor shall be entitled to an advance payment, subject to provision of an autonomous bank guarantee in the amount of such advance, in accordance with and subject to, the Payment Schedule.
24.3. The Consideration shall be linked to the Basket Indicators, pursuant to Chapter 5 of the Payment Schedule. It is hereby clarified that, other than linkage as aforesaid, the Contractor shall not be entitled to additional payment increases (including interest, and/or linkage) with respect to the Consideration.
24.4. Each Consideration payment shall be paid to the Contractor in New Israel Shekels and/or foreign currency, in accordance with the provisions of the Payment Schedule.
24.5. With respect to each event that a date is set forth for payment pursuant to this Agreement, or stemming therefrom, which is not a Business Day, the date for such payment shall be postponed to the first Business Day following such date.
The Consideration. 1.1 Subject to the conditions set forth herein, Seller shall sell and Buyer shall purchase 18,675,000 shares of common stock of CCI. The transactions contemplated by this Agreement shall be completed simultaneously herewith. The purchase price for the shares to be paid by Buyer to Seller is $150,000 in cash (the "Consideration") for which $150,000 is herewith paid into escrow with M.A. Xxxxxxx.
