Common use of The Consideration Clause in Contracts

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. 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 To preclude 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 design, manufacture, assemble, 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 custom agents’ ' fees, purchase tax (in Hebrew "'Mas Kniya" or "הינק סמ" ), wharf ") wharfage fees (in Hebrew "Dmei Ratzif" or "ףיצר ימד" ), cleaning of the containers containers, unloading and unloading unstiffing at the Sitesite, 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 Proposed Price for the R350HT Rails and shall be borne solely by Supplier. 9.5. Notwithstanding the above, ISR shall be required to pay, if applicable the VAT (and only the VAT) imposed by the Israeli Tax Authorities on the R350HT Rails.

The Consideration. 9.1. 9.1 In consideration for the successful completion of the Works, the timely supply of the R350HT Rails Wooden Sleepers 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. 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 delivery and unstuffing and/or unpacking and Warranty of the R350HT Rails Wooden Sleepers and the execution of all the Works and all ancillary services 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 Wooden Sleepers 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. 9.3 It is hereby clarified that unstuffing shall not be performed at ISR's Site or premises. 9.4 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. 9.5 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 RailsWooden Sleepers, 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 containers, unstuffing 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 Wooden Sleepers 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. 9.6 ISR shall be entitled to deduct from any and all sums payable pursuant to this Agreement the amounts ISR is legally required to withhold at source.

The Consideration. 9.18.1. In consideration Consideration for the successful completion of the Works, the timely supply of the R350HT Rails and the fulfillment of all the Service Provider's Services obligations, including the provision of Supplier's obligations pursuant the Services according to this Agreement includingto the satisfaction of the Company, without limitation, will be considered under the Warranty and all accompanying services and equipment to ISR's full satisfaction as required specifications listed in accordance with the terms and conditions Appendix III of this Agreement, Supplier shall be entitled to receive payment in accordance with the Consideration Annex attached hereto as Annex B Agreement (the “hereinafter: "The Consideration”"). 9.28.2. Consideration shall be It is clarified that 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 Service Provider will not be entitled to receive eligible for any additional payments payment without exception because of or in connection with the performance provision of its obligations hereunder. The the Services that are the subject of this Agreement beyond Consideration, and that the said Consideration is will constitute a final and inclusive of all taxes (other than VAT), license fees, royalties, or any other costs or expenses of any kind related to Consideration for the provision of the R350HT Rails Services that are the subject of the Tender in their entirety, and this includes: Travel time to/from the worksite, set-up at the worksite, transport, work, insurance, loading and unloading, and installation costs, as well as overhead expenses, price increases, office and/or to the Works. ISR shall not be charged with general expenses, equipment supply cost, software and/or software licensing costs, worker salary and/or service provider contractor costs (including all pertinent social security payments), as well as any further payments in connection with the Supplier’s execution additional and/or other expense, direct and/or indirect, of any type whatsoever. 8.3. It is clarified and agreed that all expenses that the Service Provider will require to execute its services, for the supply of its obligations goods and undertakings under work executed will be incurred and paid by it and that such expenses have been taken into account and included in the Consideration for which the parties have agreed to this Agreement. 9.38.4. Value added taxVAT, to the extent applicableas required by law, shall will be added to any payment made by ISR to Supplier hereunderthe Consideration. 8.5. At the end of each calendar month, subject the Service Provider must submit to the issuance Company a detailed report concerning the services rendered by personnel and their actual work hours for the previous calendar month for which payment is requested. The report will detail the account, and the requested payment as per the Service Provider's Proposal, divided by the various Individual Referrals conveyed for execution and the ordering party in the Company. The Company will be entitled to instruct the Service Provider to list in the framework of a tax invoice on ISR’s namethe report additional data at its sole discretion. Insofar that the provisions of the Individual Referral have determined that the payment of the Consideration is to be done as per milestones for payment, in accordance with the law. All amounts payable Service Provider will relate to the Supplier under this Agreement shall Individual Referral in a report issued on the milestone completion date for which Consideration is requested. 8.6. The Company will pay the Service Provider the invoiced amount according to that stated in the Payment Ethics Law 5777-2017, as will be updated from time to time. 8.7. The effective date for invoice submission is the date of receipt of the invoice as stamped by the Company representative and the presentation of the pertinent documentation at the request of the Company. 8.8. Consideration will be paid in Euros following the lawful deduction at the source (€unless the Service Provider provides the Company with a lawful confirmation concerning its exemption from deduction at the source). 9.48.9. A condition for the payment of the final invoice requested by the Service Provider will be the transfer of the Absence of Claims Form to the Company, as attached to this Agreement as Appendix IV when signed by the Service Provider. 8.10. For the removal avoidance of any doubt, it is hereby clarified emphasized that all taxesthe Company is entitled to offset against any amount due the Service Provider thereof, feesany amount due it by the Service Provider under this Agreement and/or under any law, dutiesincluding advances and/or arrears, licenses, costs as well as any amount transferred to the Service Provider or other payments that are to be has been paid in connection with error, or any amount the exportationService Provider owes the Company contrary to what is stated in the Agreement, supply and delivery the Service Provider's signing of the R350HT Rails, including but not limited Agreement constitutes Agreement on his behalf without any further notice of deduction or delay or offset by the Company. 8.11. The Company will be entitled to all types of importation and custom duties and services, such as transportation costs, customs agents’ fees, purchase tax (in Hebrew "Mas Kniya" reduce 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 offset payment of the Consideration and shall as provided in this Agreement, should it be borne found that the execution of the Services was defective. The Company's right is not limited solely by Supplierto the Consideration as stated in the Agreement, but to any Consideration due and/or is liable to be due the Service Provider from the Company.

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. 9.5. ISR shall be entitled to deduct from any and all sums payable pursuant to this Agreement the amounts ISR is legally required to withhold at source.

The Consideration. 9.13.1. In consideration for providing the successful completion Services the Company shall pay to the Service Provider consideration in the sum in shekels that equals 70$ (seventy US Dollars) for each hour of providing the Services (the “Hourly Consideration”) or any other consideration that shall be agreed upon between the parties. The monthly consideration shall be calculated by multiplying the hourly consideration by the number of hours of providing the Services and it shall be paid against a tax invoice that the Service Provider shall issue to the Company (the “Monthly Consideration”). Once per month (and after the development of the WorksModel pertaining to section 2.10 above shall be completed) the Service Provider shall submit to the Company details regarding the monthly consideration that is due to it. In the framework of these details, details shall be given regarding the plan that was approved and what was actually performed (plans against performance), the timely supply extent of the R350HT Rails work hours that were invested in the Project in the relevant month and the fulfillment expenses required (adding written proof of all of Supplier's obligations pursuant these expenses). 3.2. Notwithstanding the provisions in section 3.1 above, it is agreed that in the beginning the consideration set forth in section 2.11 shall be paid to this Agreement includingthe Service Provider, without limitationand afterwards monthly consideration shall be paid to the Service Provider according to the Work Plan that shall be approved in advance by the Company. 3.3. In addition, 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 Service Provider shall be entitled to receive payment a refund of the expenses that it paid (and against a tax invoice) in accordance with addition to the Consideration Annex attached hereto as Annex B monthly consideration, for traveling abroad for the Company, including for promoting and marketing the Project and/or the product, and other expenses that shall be approved in advance by the Company’s representative (the “ConsiderationExpenses”). 9.23.4. Consideration The Company shall be pay the finalmonthly consideration to the Service Provider with additional lawful VAT, 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 expenses within 14 (fourteen) days after receiving the tax invoice. The Service Provider confirms that the Company shall deduct income tax and/or any other tax from the monthly consideration as required according to the provisions of any law, unless the Service Provider shall furnish to the Company an exemption from the tax authorities for deducting withholding tax. 3.5. It is agreed between the parties that the monthly consideration constitutes all the Works pursuant consideration to this Agreement, exclusive only of VAT. Other than as set forth herein, the Supplier Service Provider for providing the Services and the Service Provider 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)payment, license feesterms, royaltiesbenefits, or any other costs or expenses of any kind related to rights, except for the provision payment of the R350HT Rails and/or to the Works. ISR shall not be charged with any further payments expenses as set forth in connection with the Supplier’s execution of any of its obligations and undertakings under this Agreement. 9.3. Value added taxagreement, to the extent applicable, unless it shall be added to any payment made by ISR to Supplier hereunder, subject to otherwise agreed in advance and in writing between 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 (€)parties. 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. 9.1. In consideration for the successful completion of the Works, the timely supply of the R350HT Rails Brushes 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 Brushes 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 Brushes 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 USD (€$). 9.4. For the removal of To preclude 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 design, manufacture, assemble, exportation, supply and delivery of the R350HT RailsBrushes, including but not limited to all types of importation and custom duties and services, such as transportation costs, customs custom agents’ ' fees, purchase tax (in Hebrew "'Mas Kniya" or "הינק סמ" ), wharf ") wharfage fees (in Hebrew "Dmei Ratzif" or "ףיצר ימד" ), cleaning of the containers containers, unloading and unloading unstiffing at the Sitesite, Israeli customs duties, port handling fees (in Hebrew "Dmei Xxxxx" or " ימד לוטינ"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 Proposed Price for the Brushes and shall be borne solely by SupplierSupplier (Winning Bidder). 9.5. Notwithstanding the above, ISR shall be required to pay, if applicable the VAT (and only the VAT) imposed by the Israeli Tax Authorities on the Brushes.