Transfer Consideration Sample Clauses

Transfer Consideration. The total consideration (the "TRANSFER CONSIDERATION") to be paid to Transferor by New Operator for the Prepaid Expenses (collectively, the "TRANSFERRED ASSETS") shall be an amount equal to the Prepaid Expenses set forth in the Prepaid Expense Schedule and any Approved Additional Prepaid Expenses set forth in the Updated Prepaid Expense Schedule.

Transfer Consideration. 4.1. Transfer Consideration paid to Party B by Assignee each time executing share purchase right should be the lesser of 1) actual total amount paid by Party B to Party C as for the shares purchased, and 2) the lowest price permitted by law. 4.2. Transfer Consideration paid to Party B by Assignee each time executing asset purchase right should be the lesser of 1) net book value of the assets purchased and 2) the lowest price permitted by law.

Transfer Consideration. Lessor and Lessee acknowledge that (a) the Transfer Consideration Facilities currently consist of the Group 1 Facilities and the Group 2 Facilities only, (b) the Group 3 Facilities, the Group 4 Facilities, the Group 5 Facilities, the Chestnut Hill Facility, the Xxxxxxx Lake Facility, the Group 8 Facilities, the Fox Run Facility and the Group 10 Facilities are not deemed Transfer Consideration Facilities, and (c) Lessee shall have no obligation to pay Transfer Consideration in connection with any Transfer relating to such Group 3 Facilities, Group 4 Facilities, Group 5 Facilities, Chestnut Hill Facility, Xxxxxxx Lake Facility, Group 8 Facilities, Fox Run Facility or Group 10 Facilities.

Transfer Consideration. 3.1.1 It is agreed that, subject to the terms and conditions agreed herein, the transfer price for the Shares will be RMB31,887,415 (“Transfer Consideration”). The Purchaser shall pay the Transfer Consideration to the Transferor in accordance with Article 3.2 hereof. 3.1.2 For the avoidance of doubt, the Transfer Consideration shall be a Tax-inclusive price (inclusive of the income Tax, stamp duty, etc. payable by the Transferor for the Transaction), that is, except the stamp duty payable by the Purchaser for the Transaction, the Purchaser will not bear any additional Taxes for the Transaction. 3.1.3 The Parties acknowledge that, where the Target Company converts capital reserves of the Target Company to increase its registered capital before the Closing, the Purchaser will still acquire the equity of the same proportion in the Target Company after the Closing, with the capital contribution amount corresponding thereto increasing to the same extent, provided that the amount of the Transfer Consideration due to the Transferor shall remain the same.

Transfer Consideration. Lessor and Lessee acknowledge that (a) the Transfer Consideration Facilities currently consist of the Group 1 Facilities and the Group 2 Facilities only, (b) the Group 3 Facilities and the Group 4 Facilities are not deemed Transfer Consideration Facilities, and (c) Lessee shall have no obligation to pay Transfer Consideration in connection with any Transfer relating to such Group 3 Facilities or Group 4 Facilities.

Transfer Consideration. With respect to any Transfer constituting a Master Sublease (other than a Master Sublease entered into in connection with a Sale of Business), “Transfer Consideration” shall mean Fifty Percent (50%) of the positive difference, if any, between the total rent payable by the Sublessee under the Master Sublease and the Minimum Rent payable by Lessee under this Lease determined on a monthly basis, prorating such Minimum Rent, as appropriate, if less than all of the Facility is Master Subleased. Fifty Percent (50%) of the difference shall be paid by Lessee to Lessor monthly when the Minimum Rent of the Facility is due; provided, however, that in no event shall the total Transfer Consideration to which Lessor is entitled in connection with any such Master Sublease exceed the total consideration given directly or indirectly (including through one or more intermediaries) to Lessee, to any Controlling Person(s) or to any other Person in exchange for, in connection with, related to or arising out of the transaction(s) as to which such Master Sublease is a part. With respect to any other Transfer (i.e., a Transfer other than pursuant to a Master Sublease, but including a Master Sublease which is part of a Sale of Business), “Transfer Consideration” shall mean Fifty Percent (50%) of the Leasehold FMV of the Facility. As used herein, the term “consideration” shall mean and include money, services, property and other things of value, including payment of costs, cancellation or forgiveness of indebtedness, discounts, rebates, barter and the like. For purposes of the payment of Transfer Consideration to Lessor as provided in this Lease, if any such consideration given in exchange for, in connection with, related to or arising out of such Transfer is in a form other than cash (such as in kind, equity interests, indebtedness, earn-outs or other deferred payments, consulting or management fees, etc.), Lessor shall be entitled to receive the applicable Transfer Consideration on account thereof in cash based upon the present fair market value of such consideration at the time of the Transfer. Lessee acknowledges and agrees that the terms under which Lessor is entitled to the payment of Transfer Consideration pursuant to this Lease and the amount thereof has been freely negotiated and represents a fair and equitable division with Lessor of the consideration payable in connection with a Transfer taking into account, among other things, Lessor’s investment in the Leased Property, ...

Transfer Consideration. 3.1 The total consideration (the "Transfer Consideration") to be paid to Transferor by New Operator for the Inventory and the Prepaid Expenses (collectively, the "Transferred Assets") shall be an amount equal to: (A) the net book value of the Transferred Assets as of the Effective Date as set forth on the Closing Schedule attached hereto as Exhibit A (the "Closing Schedule") less (B) the amount of certain accrued and unpaid liabilities of Transferor through and including the Effective Date (the "Liabilities"). The unpaid trade accounts payable as of the Effective Date will be paid by Transferor to the extent they do not represent prepayment of expenses. The Closing Schedule sets forth in reasonable detail Transferor's best estimate of the amount of the Liabilities and the net book value of the Transferred Assets. 3.2 From and after the Effective Date, Transferor shall allow New Operator to have reasonable access to (upon reasonable prior notice and during normal business hours) and/or copies of (at New Operator's own cost and expense) the books and records and supporting material of the Facility relating to the Transferred Assets and the Liabilities, to the extent reasonably necessary to enable New Operator to verify the Transferred Assets and the Liabilities. The Closing Schedule shall be deemed to be accepted by New Operator and shall be final and binding for all purposes of this Agreement unless New Operator, within thirty (30) days following the Effective Date, gives notice to Transferor stating the items as to which New Operator takes exception ("Objections"). If an Objection is disputed by Transferor, then the parties shall negotiate in good faith to resolve such dispute. If after a period of thirty (30) days following the date on which New Operator delivered the Objections, any Objection still remains disputed, then Transferor or New Operator shall together choose an independent, impartial firm of public accountants of nationally recognized standing to resolve such remaining Objections. The accounting firm shall act as an arbitrator and shall have the power and authority to determine those issues still in dispute. The accounting firm shall use the following standards in the evaluation of any Objection regarding a Transferred Asset: (i) existence, and presence at or proper attribution to the Facility, of the Transferred Asset, (ii) proper recording on the books of the appropriate entity of the Transferred Asset, (iii) appropriate method and useful li...

Transfer Consideration. In consideration for the Transferred Assets and the early termination of the License Agreement, BioMarin shall pay Merck Serono the following non-refundable, non-creditable amounts: (a) on January 4, 2016, €340,000,000 in cash, by wire transfer of immediately available funds to the account listed on Schedule 3.03 or such other account designated by Merck Serono by notice to BioMarin at least three Business Days prior to January 4, 2016, (b) if and when due, any milestone payments in accordance with Section 3.04, and (c) as it is delivered on a country per country basis, the Inventory Payment in accordance with Section 3.05 (the payments described in clauses (a), (b) and (c) shall be referred to herein collectively as the “Transfer Consideration”).

Transfer Consideration. In consideration for the early termination of the License Agreement and the corresponding transfer of the Transferred Assets to BioMarin, after the License Termination Date, Merck Serono shall be entitled to receive, and BioMarin shall pay, the applicable milestone payments, if any, in accordance with the terms of this Section 3.03. Any payment paid to Merck Serono pursuant to this Section 3.03, shall be by wire transfer of immediately available funds to the bank account listed on Schedule 3.03, or such other account designated by Merck Serono at least three Business Days prior to the date on which such payment is required to be paid.

Transfer Consideration. In consideration for the Transferred Assets and the early termination of the License Agreement, BioMarin shall pay Merck Serono the following non-refundable, non-creditable amounts: (a) on the later of January 4, 2016 or the Business Day immediately following the License Termination Date, €340,000,000 in cash, by wire transfer of immediately available funds to the account listed on Schedule 3.04 or such other account designated by Merck Serono by notice to BioMarin at least three Business Days prior to the License Termination Date, (b) if and when due, any milestone payments in accordance with Section 3.04, and (c) the Inventory Payment in accordance with Section 3.05 (the payments described in clauses (a), (b) and (c) shall be referred to herein collectively as the “Transfer Consideration”).