Consideration and Terms Sample Clauses

Consideration and Terms. In exchange for ▇▇▇▇▇’▇ transfer to City of the fee simple interest in the approximately 0.6 acres of real property described on Exhibit D by the deed the form of which is attached as Exhibit E (the “▇▇▇▇▇ Deed”), and in exchange for District’s transfer to ▇▇▇▇▇ of the 0.86 acres of real property described on Exhibit C by the deed the form of which is attached as Exhibit F (the “District Deed”), each such exhibit expressly incorporated as though fully set forth at length in this Agreement, the Parties agree to the following terms: a) Construction of the new/realigned Farm Road 107 may commence upon recordation of the District Deed, or, alternatively, upon recordation of the of the ▇▇▇▇▇ Deed. b) The Parties agree that the current access to U.S. Highway 60 from the ▇▇▇▇▇ Property I will remain intact and unencumbered until such time as the alternate access points outlined in this Agreement are constructed. Further, access to the improvements currently located at the ▇▇▇▇▇ Property I, including the building and parking spaces/areas, will remain intact and unencumbered until such time as the alternate access points are provided. Until that time, access to the building located at the ▇▇▇▇▇ Property I will be unimpeded, as will all parking spaces, including those existing parking areas to the south and east of the building. c) To the extent fencing on the Property must be removed or altered in connection with construction of the new/realigned Farm Road ▇▇▇, ▇▇▇▇▇, at the cost and expense of City, shall be entitled to replacement/repair of such fencing in an agreeable configuration, for the purpose of securing the business that currently operates from the building on the ▇▇▇▇▇ Property I. d) The Parties recognize that ▇▇▇▇▇ shall have the right to immediate use of the property deeded to ▇▇▇▇▇ by District, upon completion of such transfer.

Consideration and Terms. (a) The initial Transfer shall be ----------------------- made on at least two Business Days' notice from the Transferor to the Agent in an amount equal to the Transfer Limit. On each Settlement Date thereafter occurring prior to the Facility Termination Date, unless the Transferor has given written notice to the contrary not less than two Business Days prior to such Settlement Date, the Transferor shall be deemed to have requested a Transfer in an amount equal to the excess of the Transfer Limit over the Capital as of such Settlement Date (after giving effect to all payments to be made on such date). The amount to be paid by the Issuer in respect of each Transfer shall be equal to the Aggregate Adjusted Outstanding Balance of the Related Contracts for the Receivables included in such Transfer (the "Consideration" for ------------- such Receivables); provided that with respect to each Transfer other than the -------- Initial Transfer, such amount shall not exceed the amount of the Transfer requested in the preceding sentence. Not less than two Business Days prior to the date of each Transfer (each, a "Transfer Date"), the Transferor shall ------------- deliver to the Agent a written notice specifying (i) the date and duration of the initial Fixed Periods for the Receivables to be transferred, and (ii) detailed information regarding such Receivables. (b) Promptly upon receipt of such notice, the Agent shall deliver a copy thereof to the Issuer. The Issuer shall promptly notify the Agent whether the Issuer has determined to direct the Agent to accept such Transfer. The Agent shall promptly thereafter notify the Transferor (i) whether the Issuer has determined to direct the Agent to accept such Transfer, and (ii) whether the desired duration of the initial Fixed Periods for the Receivables to be accepted is acceptable. Each Transfer other than the initial Transfer shall be made only on a Settlement Date or as otherwise mutually agreed by the Transferor and the Agent. On each Transfer Date, upon satisfaction of the applicable conditions set forth in Exhibit II hereto, (x) the Issuer shall make available to the Agent the Consideration in respect of such Transfer by deposit of such amount in same day funds to the Agent's Account and, after the receipt by the Agent of such funds, the Agent will cause such Consideration to be paid to the Transferor in immediately available funds prior to 2:00 P.M. (New York City time) to the Transferor's account no. 56000209038 at...

Consideration and Terms. As consideration for the license granted by Payzer in this Agreement, Licensee authorizes Payzer to debit the bank account associated with Licensee’s Payzer Account for the license fees (“License Fees”) according to the table below: No. of Users Monthly License Fee Up to 10 Users $399 Up to 20 Users $699 Unlimited $999 License shall include 1,000 messages per month (text or voice) to external users or customers. Each voice or text message in a calendar month above 1,000 will be assessed $.02 per message. There is no charge for email messages, or in-­‐app messages to other payzerware users. Licensee may opt-­‐in to the use of the load calculator software at an additional cost of $5 per user per month. The Monthly License Fees will not change during the Initial Term. Notification of any change to the Monthly License Fee will be provided at least ninety (90) days prior to the end of term. Except as set forth in this Agreement, all payments are non-­‐ refundable and, except as set forth in the Statement of Work, shall be made in U.S. dollars within fifteen (15) days from the date of Payzer’s invoice. Licensee will be responsible for all taxes, withholdings, duties and levies (excluding taxes based on the net income of Payzer). Any late payments shall be subject to a service charge equal to 1.5% per month of the amount due, plus any actual costs of collection, or the maximum amount allowed by law, whichever is less.

Consideration and Terms. Floridino's Cafe agrees to provide all food services to Barnes and Noble pursuant to its Agreement. Floridino's Cafe hereby ▇▇▇▇▇▇cts w▇▇▇ ▇ockets to provide all food services to Barnes and Noble including preparation, packaging and delivery.

Consideration and Terms. Article III is hereby amended and restated to revise the Purchase Price and the adjustment to the Purchase Price and shall read in its entirety as follows:

Consideration and Terms. 4 3.1 Consideration for Purchased Assets..................... 4 3.2

Consideration and Terms. ▇. ▇▇▇▇▇▇▇ agrees to directly pay the sum of $20,000 (the “Settlement Sum”) to the Board within seven (7) days after execution of this Settlement Agreement by the Parties. ▇. ▇▇▇▇▇▇▇ further agrees to assign to PSD all rights, claims, and causes of action which ▇▇▇▇▇▇▇ has, or may come to have, against ▇▇▇▇▇▇ arising out of or related in any material way to ▇▇▇▇▇▇’▇ work on the Project including but not limited to any indemnification rights Gilbane has against Kiefer with respect to the Settlement Sum paid pursuant to this Settlement Agreement. To memorialize this assignment of claims, ▇▇▇▇▇▇▇ agrees to execute the Assignment of Claims Agreement, which is Exhibit 1 to this Settlement Agreement, and shall be fully incorporated as part of this Settlement Agreement. This Settlement Agreement shall not be binding or effective unless and until this Settlement Agreement and the Assignment of Claims Agreement has been fully executed by the Parties. c. PSD, for and in consideration of receipt of the executed Assignment of Claims Agreement and Settlement Sum hereby releases and forever discharges Gilbane, its predecessor, successor, parent, subsidiary, affiliate, and member corporations and companies, and all of their past, present, and future owners, partners, officers, directors, stockholders, shareholders, insurers, coinsurers, reinsurers, representatives, servants, employees, subsidiaries, affiliates and partners—except for ▇▇▇▇▇▇ and any of its related affiliates, partners, agents, employees, and predecessor, successor, parent, subsidiary, and member corporations and companies, and their past, present, and future owners, partners, officers, directors, stockholders, shareholders, insurers, coinsurers, reinsurers, representatives, servants, employees, subsidiaries, affiliates and partners (the “▇▇▇▇▇▇ Exclusion to the Release”)—from all claims and demands, actions and causes of action, attorney fees and costs, which have arisen or which may arise from the gymnasium floor blistering and de-bonding Issue identified at the Project. This release specifically includes any alleged defect or future failure of any adjacent or physically proximate systems which are or come to be alleged to have caused or contributed to the Issue. ▇. ▇▇▇▇▇▇▇ mutually agrees to release the Board, its individual Board members, employees and agents from all claims and demands, actions and causes of action, attorney fees and costs, which have arisen or which may arise from the gymnasium floor...

Consideration and Terms then such reduction shall be effected by the cancellation by Parent of that number of Parent Shares issued on the Closing Date to Seller having an aggregate value (determined by valuing each such Parent Share at $10.75 per share (the "Original Issue Price") equal to the amount of such reduction (shares so canceled are referred to herein collectively as the "Canceled Parent Shares"). In order to facilitate the reduction of the Purchase Price, if any, that may occur on the Final Determination Date, each of Seller and Shareholder agrees that Parent may cancel the Canceled Parent Shares regardless of whether certificates evidencing such Canceled Parent Shares are then in the possession of Parent or Buyer.

Consideration and Terms. 1. ▇▇▇▇▇▇▇, for valuable consideration, including the execution and performance by PSD of all obligations under a separate, confidential, settlement agreement, (the “Gilbane Settlement”), hereby assigns all rights, claims, and causes of action (the “Claims”) which ▇▇▇▇▇▇▇ has, or may come to have, against its trade contractor ▇▇▇▇▇▇ Specialty Flooring, Inc. (“Kiefer”), and any of ▇▇▇▇▇▇’▇ predecessor, successor, parent, subsidiary, affiliate, and member corporations and companies, and all of their past, present, and future owners, partners, officers, directors, stockholders, shareholders, insurers, coinsurers, reinsurers, sureties, representatives, servants, employees, subsidiaries, affiliates and partners, arising out of or related in any material way to ▇▇▇▇▇▇’▇ work on the gymnasium floor at Pleasantdale Middle School in or around the calendar year of 2007 pursuant to Gilbane’s contract with ▇▇▇▇▇▇, Agreement # 43137-000, made as of February 22, 2007, inclusive of any applicable Change Orders (the “Project” or “▇▇▇▇▇▇ Contract,” attached hereto as Exhibit A). The parties agree that the Claims specifically include any claims arising in law and equity, including any claims based on contract, including but not limited to the ▇▇▇▇▇▇ Contract, warranty, tort, or statutory causes of action. The parties further agree that the Claims also include without limitation any rights to indemnification or contribution from ▇▇▇▇▇▇ related to any amounts Gilbane paid to PSD related to the Project. 2. Gilbane warrants that there is no contractual provision or any other written or oral agreement prohibiting or limiting in any way Gilbane from assigning these Claims to PSD. Gilbane further warrants that it is not aware of any law that would nullify or void in whole or in part this Assignment. 3. This Assignment is effective as of the date the Parties have fully executed the Gilbane Settlement. 4. ▇▇▇▇▇▇▇ further agrees to (a) provide all documents and information reasonably related to the Claims, and to (b) cooperate, including providing reasonable access to its witnesses and information, at its own costs, with any litigation related activity which PSD may initiate, and which is reasonably necessary to the prosecution of the claims. 5. PSD, for valuable consideration, agrees to accept this Assignment, and further agrees that it will take sole responsibility for prosecuting any Claims, and bear all legal fees, expenses, and costs associated therewith except for those respons...