In consideration of the Clause Samples
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In consideration of the. EXECUTION AND DELIVERY OF THIS AGREEMENT BY ADMINISTRATIVE AGENT AND LENDERS AND THE AGREEMENT TO EXTEND THE REVOLVING LOAN COMMITMENT PROVIDED HEREUNDER, EACH BORROWER HEREBY JOINTLY AND SEVERALLY AGREES TO AND SHALL INDEMNIFY, DEFEND, PROTECT, EXONERATE AND HOLD ADMINISTRATIVE AGENT, EACH LENDER, EACH ISSUING LENDER, AND EACH OF THE OFFICERS, DIRECTORS, EMPLOYEES, PARENT ENTITIES, AFFILIATES, ATTORNEYS AND AGENTS OF ADMINISTRATIVE AGENT AND EACH LENDER (EACH A “INDEMNIFIED PARTY”) FREE AND HARMLESS FROM AND AGAINST ANY AND ALL ACTIONS, CAUSES OF ACTION, SUITS, JUDGMENTS, CLAIMS, LOSSES, LIABILITIES, DAMAGES, PENALTIES, COSTS, AND EXPENSES, INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES AND COSTS (COLLECTIVELY, THE “INDEMNIFIED LIABILITIES”), INCURRED BY THE INDEMNIFIED PARTIES OR ANY OF THEM AS A RESULT OF, OR ARISING OUT OF, OR RELATING TO (a) ANY REFINANCING, TENDER OFFER, MERGER, PURCHASE OF STOCK, PURCHASE OF ASSETS OR OTHER SIMILAR TRANSACTION FINANCED OR PROPOSED TO BE FINANCED IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, WITH THE PROCEEDS OF ANY OF THE LOANS, (b) THE USE, HANDLING, RELEASE, EMISSION, DISCHARGE, TRANSPORTATION,
In consideration of the. Department making the payments to the Contractor in connection with the Services the Contractor hereby grants (and, where relevant, shall procure from any necessary third parties the grant) to the Department a non-exclusive, irrevocable, worldwide, royalty-free licence (with the right to license others) of any of the Contractor’s Foreground Intellectual Property that the Department may reasonably require to be able fully to exploit, develop and commercialise the results of the Services, including, without limitation, the Work.
In consideration of the rights which ALVOTECH grants to STADA and its Affiliates under this Agreement, STADA shall pay to ALVOTECH the consideration (“Consideration”) of up to [***], excluding VAT, payable as follows:
(a) [***];
(b) € [***] ([***] Euros) on the later of (i) [***];
(c) € [***] ([***] Euros) on the later of (i) [***] or (ii) [***];
(d) € [***] ([***] Euros) on the later of (i) [***] or (ii) [***];
(e) € [***] ([***] Euros) on [***];
(f) € [***] ([***] Euros) on [***];
(g) € [***] ([***] Euros) on [***]; and
(h) € [***] ([***] Euros) on [***].
(i) € [***] ([***] Euros) if and when [***].
8. Article 9.5 shall be deleted and replaced as follows:
In consideration of the sum of £1 paid by National Highways to the Supplier, National Highways and the Supplier agree to the terms of the agreement.
In consideration of the. Amendment No. 1 Delayed Draw Term Loan Commitment, the Borrower agrees to pay to the Administrative Agent for the ratable benefit of the Amendment No. 1 Delayed Draw Term Loan Lenders, on the last Business Day of each fiscal quarter (commencing on the last Business Day of the first full fiscal quarter after the Amendment No. 1 Effective Date) and on the Amendment No. 1 Delayed Draw Commitment Fee End Date (as defined below), a commitment fee (the “Amendment No. 1 Delayed Draw Commitment Fee”; together with the Revolving Commitment Fee, the “Commitment Fees”) in Dollars in an amount equal to the Applicable Commitment Fee per annum on the average daily unused amount of the Amendment No. 1 Delayed Draw Term Loan Committed Amount then in effect (other than that portion attributable to the Defaulting Lenders, if any), accruing from and including the Amendment No. 1 Effective Date to the earlier of (i) Amendment No. 1 Delayed Draw Termination Date or (ii) the termination of the Amendment No. 1 Delayed Draw Term Loan Commitments whether by funding of the Amendment No. 1 Delayed Draw Term Loans or otherwise (the earlier of clauses (i) and (ii), the “Amendment No. 1 Delayed Draw Commitment Fee End Date”). All Amendment No. 1 Delayed Draw Commitment Fees shall be computed on the basis of the actual number of days elapsed (including the first day but excluding the last) in a year of 360 days.
In consideration of the. Annual Premium and Concession Fee, this Agreement and the covenants and warranties on the part of the Concessionaire herein contained, the Authority, in accordance with the terms and conditions set forth herein, hereby grants to the Concessionaire, commencing from the Appointed Date, leave and licence rights in respect of the built up space comprising the Project Sites(the “Licensed Premises”), on “As Is Where Is” basis, free of any Encumbrances, to develop, operate and maintain the said Licensed Premises, together with all and singular rights, liberties, privileges, easements and appurtenances whatsoever to the said Licensed Premises, hereditaments or premises or any part thereof belonging to or in any way appurtenant thereto or enjoyed therewith, for the duration of the Concession Period and, for the purposes permitted under this Agreement, and for no other purpose whatsoever. The Concessionaire shall be responsible for developing the Project Sites as per the requirements of the applicable rules, regulations, laws, permits etc.
In consideration of the. Advance (the receipt whereof the Student and the Sureties hereby respectively acknowledge) the Student and the Sureties hereby jointly and severally covenant with the Committee to repay the Committee the Advance in the manner hereinafter mentioned.
In consideration of the. Purchase Price the Vendor (and each of them) give up the full right, interest and use of the name PERSONAL COMPUTER SYSTEMS (1993) LIMITED (or any part of that name as required by the Purchaser) from the Settlement Date and the Vendor (and each of them) shall execute all documents and do all things necessary to satisfy this provision including, if required by the Purchaser, execution of Transfer or assignment of Trade ▇▇▇▇ or otherwise in favour of the Purchaser and/or its nominee.
In consideration of the receipt by Affiliate of the Amwest Shares, and for other good and valuable consideration, Affiliate hereby represents and warrants as follows:
1.1 Affiliate is currently the owner of that number of shares of Condor capital stock set forth on the signature page hereto (the "Condor Shares") and has sole voting and investment power with respect to the Condor Shares and (a) Affiliate has held the Condor Shares at all times since _________, 19__ and (b) did not acquire any shares of Condor capital stock in contemplation of the Merger. These securities constitute Affiliate's entire interest in the outstanding capital stock of Condor.
1.2 Affiliate is a bona fide resident of the State of ____________ and files income tax returns as a resident of that State.
1.3 Affiliate has full power and authority to execute this Agreement, to make the representations, warranties and covenants herein contained and to perform Affiliate's obligations hereunder.
In consideration of the. Rights granted to the Publisher under this Agreement, the Publisher shall (subject to Clauses 7.12 and 7.13) pay the following Royalties to the Licensor:
(i) in respect of the Pay-Per-View Services at the rate of 10% (ten percent) of the Distributable Revenue received for the Digitised Licensed Material during the Account Period and which is accessed through the Pay-Per-View Service (irrespective of any payments paid on account by Users) calculated by multiplying the charge per individual Image View of the Digitised Licensed Material (less any Third Party Costs) by the number of Image Views of the Digitised Licensed Material.
(ii) In respect of the Subscription Services at the rate of 10% (ten percent) of the Distributable Revenue from the Subscription Service of which the Digitised Licensed Materials are part divided by Page Views received of the Digitised Licensed Material as a proportion of the total number of Page Views received by the Subscription Service of which the Digitised Licensed Material is part during the Account Period.
i. e. 10% (ten percent) of: Where:
A = the Distributable Revenue received during the Account Period by the Publisher in respect of the Subscription Service; B = the number of Page Views received during the Account Period under the Subscription Service by the Digitised Licensed Material; and C = the total number of Page Views received during the Account Period by the Subscription Service (for Digitised Licensed Material and other content).