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. 3.1 The total consideration (the "Transfer Consideration") to be paid to Transferors by New Operators or Landlords or Landlords' designee for the Tenants' Personal Property, the Inventory, the Intangible Property, the Pettx Xxxh, the Prepaid Expenses and leasehold improvements at the Facility located in Murfreesboro, Tennessee, with the agreed upon value of $62,500 (collectively, the "Transferred Assets") shall be an amount equal to: (A) the net book value of the Transferred Assets as of the dates set forth on the Closing Schedule attached hereto as Exhibit C (the "Closing Schedule") less (B) the amount of the accrued liabilities of Transferors as of December 31, 2000 (the "Payables") less (C) the aggregate amount of the Mechanics Liens as set forth on Schedule 3. The
3.2 From and after the Effective Date, Transferors shall allow New Operators and Landlords or Landlords' designee or their respective agents and representatives to have reasonable access to (upon reasonable prior notice and during normal business hours) the books and records and supporting material of the Facilities relating to the Transferred Assets and the Payables, to the extent reasonably necessary to enable New Operators and Landlords or Landlords' designee to verify the Transferred Assets and the Payables. The Closing Schedule shall be deemed to be accepted by New Operators and Landlords or Landlords' designee and shall be final and binding for all purposes of this Agreement unless New Operators and Landlords or Landlords' designee, within thirty (30) days following the Effective Date, give notice to Transferors stating the items as to which New Operators and Landlords or Landlords' designee take exception ("Objections"). If an Objection is disputed by
3.3 Within ten (10) days following resolution of all Objections, (i) if the Transfer Consideration is an amount greater than zero, then New Operators or Landlords or Landlords' designee shall pay the amount of the excess to Transferors, by wire transfer or certified check or (ii) if the Transfer Consideration is an amount less than zero, then Transferors or BCC on behalf of Transferors shall pay the amount of the deficiency to New Operators or Landlords or Landlords' designee, by wire transfer or certified check; provided, however, that if Transferors and BCC are unable to pay the amount of such deficiency, Transferors and New Operators or Landlords or Landlords' designee shall negotiate in good faith to agree upon the terms of a promisso...
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 remainder, if any, obtained by subtracting (x) the Allocated Minimum Rent, Allocated Additional Rent and Supplemental Rent payable by Lessee under this Lease with respect to such Facility from (y) the Fair Market Rental of such Facility, all determined on a monthly basis, prorating such Fair Market Rental and Allocated Minimum Rent, Allocated Additional Rent and Supplemental Rent, as appropriate, if less than all of such Facility is Master Subleased. Fifty Percent (50%) of such remainder shall be paid by Lessee to Lessor monthly when the Allocated Minimum Rent, Allocated Additional Rent and Supplemental Rent of such 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. 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, the terms of this Lease and the inherent risks of owning and leasing real property. 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.
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, Group 4 Facilities and Group 5 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 or Group 5 Facilities.
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”).
Transfer Consideration. The consideration of the exploration rights is RMB15,000,000
Transfer Consideration. If Sublessor consents to an Assignment or Sublease, as a condition thereto which the Parties hereby agree is reasonable, Sublessee shall pay to Sublessor fifty percent (50%) of any rent, additional rent or other consideration payable by the assignee or subtenant in connection with the Assignment or Sublease in excess of the Basic Rent and Additional Rent payable by Sublessee under this Sublease on a per rentable square foot basis if less than all of the Sublet Space is transferred, in either case without any deduction therefrom.
