IN FURTHER CONSIDERATION Sample Clauses

The "In Further Consideration" clause serves to acknowledge additional value or benefits exchanged between the parties beyond the primary consideration stated in the agreement. This clause typically outlines any supplementary payments, services, or obligations that one party agrees to provide in return for the other party's performance or concessions. By explicitly stating these extra elements, the clause ensures that all aspects of the parties' agreement are documented, thereby reducing the risk of disputes over what was promised or expected.
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IN FURTHER CONSIDERATION. FOR THE PAYMENTS SET FORTH ABOVE, THE EMPLOYEE agrees not to disclose to persons or entities not employed by, or affiliated with Suburban, nor use for his own benefit, any information or data which was developed or obtained by the Employee during his/her employment by Suburban, either before or after his execution of this Release, or which in any manner relates to Suburban or the manner in which its business is conducted. The restrictions of this section shall not apply to any information which is, or becomes, generally available to the public other than as a result of Employee’s actions not expressly authorized by Suburban.
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IN FURTHER CONSIDERATION. FOR THE PAYMENTS SET FORTH ABOVE, Employee hereby, on behalf of himself/herself, his/her descendants, ancestors, dependents, heirs, executors, administrators, assigns and successors, covenants not to ▇▇▇, and fully and forever releases and unequivocally discharges Suburban, its subsidiaries, affiliates, divisions, successors, predecessors and assigns, together with its past and present trustees, directors, officers, agents, attorneys, insurers, employees, unit holders, and representatives, and all persons acting by, through, under or in concert with any of them (collectively “Releasees”) from any and all claims, wages demands, rights, liens, agreements, contracts, covenants, actions, suits, causes of action, obligations, debts, costs, expenses, attorneys’ fees, damages, judgments, orders or liabilities of whatsoever kind or nature in law, equity or otherwise, whether now known or unknown, suspected or unsuspected which the Employee now owns, holds, or claims to have, own, or hold or that Employee at any time heretofore had, owned, held or claimed to have, own, or hold, against each or any of the Releasees.
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IN FURTHER CONSIDERATION. FOR THE PAYMENTS SET FORTH ABOVE, Executive hereby, on behalf of himself/herself, his/her descendants, ancestors, dependents, heirs, executors, administrators, assigns and successors, covenants not to ▇▇▇, and fully and forever releases and unequivocally discharges Suburban, its subsidiaries, affiliates, divisions, successors, predecessors and assigns, together with its past and pre­sent trustees, directors, officers, agents, attorneys, insurers, employees, unit holders, and representatives, and all persons acting by, through, under or in concert with any of them (collectively "Releasees") from any and all claims, wages demands, rights, liens, agree­ments, contracts, covenants, actions, suits, causes of action, obligations, debts, costs, expenses, attorneys' fees, damages, judgments, orders or liabilities of whatsoever kind or nature in law, equity or otherwise, whether now known or unknown, suspected or unsus­pected which the Executive now owns, holds, or claims to have, own, or held or that Executive at any time heretofore had, owned, held or claimed to have, own, or hold, against each or any of the Releasees. THE EXECUTIVE covenants and agrees that he/she will not, either individually or in concert with others, file or voluntarily participate or assist in the prosecution of any court proceedings against the Releasees, provided that nothing in this Agreement shall prevent (a) Executive's participation in any such proceeding where such participation is required by summons or subpoena or is otherwise compelled by law, or (b) Executive's challenge to the validity of this Release. THE EXECUTIVE understands and agrees that he/she has no right to further employ­ment with Suburban and that Suburban will have no obligation to reemploy him/her at any time in the future. THE EXECUTIVE hereby agrees and acknowledges that this Release and its contents shall not constitute or be deemed an admission of liability or wrongdoing on behalf of Suburban or the Executive, the same being expressly denied by each party. THE EXECUTIVE covenants and agrees that he/she will treat this Release and its con­tents in a confidential manner and not disclose any of its terms, including the amount of money referred to or the terms of the non-compete provision contained in this Release, with any party other than his/her attorney(s), accountant(s) or other professional advisors. Suburban likewise agrees to keep this Release and its contents confidential. THE EXECUTIVE warrants and agrees t...
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IN FURTHER CONSIDERATION for the transfer of the Assigned Patents and the licenses granted under this Agreement, CENTREXION shall pay to BII royalties on Net Sales of the Products as follows (“Royalties”): (a) Annual Net Sales up to [***]: CCR2: [***] CB2: [***] SSTR4: [***] STRICTLY CONFIDENTIAL AND ATTORNEY-CLIENT-PRIVILEGED DRAFT - BII - CENTREXION - PATENT ASSIGNMENT AND LICENSING AGREEMENT (b) Annual Net Sales [***]-[***]: CCR2: [***] CB2: [***] SSTR4: [***] (c) Annual Net Sales >[***]: CCR2: [***] CB2: [***] SSTR4: [***]
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IN FURTHER CONSIDERATION. OF BEING TESTED FOR THE PRESENCE OF COVID-19 THE UNDERSIGNED ▇▇▇▇▇▇ AGREES TO THE FOLLOWING: THE UNDERSIGNED, ON HIS OR HER BEHALF HEREBY RELEASES, WAIVES, DISCHARGES AND COVENANTS NOT TO SUE MDT, its owner(s), employees, volunteers and agents from all liability, claims, actions, damages, costs or expenses of any kind arising out of or relating to COVID-19 testing to the undersigned and all personal representatives, assigns, heirs, and next of kin of the undersigned or such participating children for any loss or damage, and any claim or demands on account of any injury to, or an illness or the death of, the undersigned (or any person who may contract COVID-19, directly or indirectly, from the undersigned) whether caused by actions, omissions, or negligence of MDT or otherwise while the undersigned undergoes COVID-19 testing, this includes testing accuracy and reliability in testing included but not limited to false positive or false negative or otherwise inaccurate, un-interpreted, misinterpreted or results not received. THE UNDERSIGNED ▇▇▇▇▇▇ ASSUMES FULL RESPONSIBILITY FOR, AND RISK OF ILLNESS, BODILY INJURY, OR DEATH in connection with accuracy and reliability in testing included but not limited to false positive or false negative or otherwise inaccurate, un-interpreted, misinterpreted or results not received. YOU ARE AWARE THAT BY SIGNING THIS AGREEMENT YOU ARE GIVING UP VALUABLE LEGAL RIGHTS, INCLUDING THE RIGHT TO RECOVER DAMAGES FROM MDT IN CASE OF ILLNESS, INJURY and/or DEATH. YOU UNDERSTAND THAT THIS DOCUMENT IS A PROMISE NOT TO SUE AND A RELEASE OF AND INDEMNIFICATION FOR ALL CLAIMS.
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IN FURTHER CONSIDERATION of the covenants and agreements of the Purchaser herein contained and for other good and valuable consideration (the receipt and sufficiency of which are acknowledged by each Vendor):
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Related to IN FURTHER CONSIDERATION

  • Other Consideration As additional consideration, Purchaser shall also assume the Assumed Liabilities at the time of Closing.

  • Other Considerations A. Changes to an Approved Scope of Work: The Recipient shall notify FEMA and shall require a sub-recipient to notify it immediately when a sub-recipient proposes changes to an approved scope of work for an Undertaking. 1. If FEMA determines the change meets a Programmatic Allowance or has no effect on the property, FEMA shall approve the change. 2. If the change can be modified to meet a Programmatic Allowance, or conform to any applicable SOI Standards, FEMA shall conclude its Section 106 review responsibilities. 3. If FEMA determines that the change does not meet an Allowance, FEMA shall initiate consultation pursuant to Stipulation II.C, Standard Project Review. B. Unexpected Discoveries, Previously Unidentified Properties, or Unexpected Effects: 1. Upon notification by a sub-recipient of an unexpected discovery, or if it appears that a Undertaking has affected a previously unidentified property or affected a known historic property in an unanticipated manner, in accordance with Stipulation I.B.3(e), Recipient Roles and Responsibilities, the Recipient shall immediately notify FEMA and require the sub-recipient to: a. Stop construction activities in the vicinity of the discovery. b. Take all reasonable measures to avoid or minimize harm to the property until FEMA has completed consultation with the SHPO, and any other consulting parties. Upon notification by the Recipient of a discovery, FEMA shall immediately notify the SHPO, and other consulting parties that may have an interest in the discovery, previously unidentified property or unexpected effects, and consult to evaluate the discovery for National Register eligibility and/or the effects of the Undertaking on historic properties. c. If human remains are discovered, notify the local law enforcement office and coroner/medical examiner in accordance with applicable Commonwealth statute(s), and protect the remains from any harm. Notify the SHPO within twenty- four (24) hours of identifying human remains. d. Assist FEMA in completing the following actions, as required: i. FEMA shall consult with the SHPO and other consulting parties in accordance with the consultation process outlined in Stipulation II, Project Review, to develop a mutually agreeable action plan with timeframes to identify the discovery or previously unidentified property, take into account the effect(s) of the Undertaking, resolve adverse effect(s) if necessary, and ensure compliance with applicable Federal, State, and local statutes. ii. FEMA shall coordinate with the Recipient and the sub-recipient regarding any needed modification to the scope of work for the Undertaking necessary to implement recommendations of the consultation and facilitate proceeding with the Undertaking. iii. In cases where discovered human remains are determined to be native to Puerto Rico, FEMA shall follow the guidelines outlined in the ACHP’s Policy Statement Regarding the Treatment of Burial Sites, Human Remains, and Funerary Objects (2007) and any state-specific policies that may be in force. C. Curation 1. FEMA and the Recipient shall ensure that recovered artifacts and related documentation are curated in a suitable repository as agreed to by FEMA and SHPO, following applicable federal guidelines (36 CFR Part 79). 2. When an Undertaking will adversely affect a National Register listed or eligible archaeological site, FEMA may treat the adverse effect by providing for the recovery of significant information through archaeological data recovery. FEMA shall consult with the SHPO and other consulting parties to prepare a research design (data recovery plan), including a specific plan for curation. This plan will incorporate any relevant curation provisions contained in ACHP’s “Recommended Approach for Consultation on Recovery of Significant Information from Archaeological Sites” published in the Federal Register (64 Federal Register 27085-27087 (May 18, 1999)), or other provisions agreed to by the consulting parties. No excavation should be initiated before FEMA acceptance and approval of the curation plan. a. As stipulated in the curation plan, artifacts, as well as field and laboratory records sufficient to document the collection, shall be curated at a facility that meets the standards of, and in accordance with the provisions of 36 CFR Part 79, “Curation of Federally Owned and Administered Archaeological Collections,” and applicable State requirements. D. Review of Undertakings Initiated Before Initiation or Completion of Section 106 Review 1. In accordance with Section 110(k) of the NHPA, FEMA shall not grant assistance to a sub-recipient who, with intent to avoid the requirements of this Agreement or Section 106 of the NHPA, has intentionally significantly and adversely affected a historic property to which the assistance would relate, or having legal power to prevent it, allowed an adverse effect to occur. However, if after consultation with the SHPO and ACHP, FEMA determines that extraordinary circumstances justify granting assistance despite the adverse effect created or permitted by the sub-recipient, FEMA shall complete consultation for the Undertaking pursuant to the terms of this Agreement. 2. FEMA shall specifically advise the Recipient and shall require that the Recipient advise its sub-recipient in writing that they may jeopardize Federal funding if work is performed without all required local, State, and Federal licenses, permits, and/or approvals, including the completion of the Section 106 process. FEMA also shall document this requirement in its Record of Environmental Consideration, as applicable, as well as all project approval documents specifying the project scope and limits, and containing all conditions and caveats. 3. In circumstances where FEMA determines a sub-recipient has initiated an Undertaking without willful intent to avoid the requirements of this Agreement or Section 106 of NHPA, FEMA shall proceed as follows: a. Determine if the Undertaking is of a type for which FEMA has no further Section 106 responsibilities, namely: i. An Undertaking listed in Stipulation I.A.7; or ii. An immediate rescue and salvage operation in accordance with 36 CFR § 800.12(d); or iii. A Programmatic Allowance as described under Stipulation II.A. b. In any such cases listed in Stipulation III.D.3.a., above, FEMA shall document this determination in the project files, and consider the Undertaking Section 106 compliant. c. If FEMA determines the Undertaking would have required Section 106 review, FEMA shall coordinate with the SHPO to determine if consultation is feasible. i. If after coordination with the SHPO, FEMA determines that consultation is feasible, FEMA shall review the Undertaking in accordance with Stipulation II.C, Standard Project Review. ii. If after coordination with the SHPO, FEMA determines that review is infeasible, FEMA shall document the outcome to the Section 106 review process, and the applicable FEMA program shall take the outcome into account before making a decision whether to fund the Undertaking. FEMA shall provide written notification of its funding decision to the Recipient, SHPO and ACHP. 4. FEMA shall ensure that all Undertakings considered for after the fact review in accordance with this stipulation are included in the annual report.

  • General Considerations a. All reports, drawings, designs, specifications, notebooks, computations, details, and calculation documents prepared by Vendor and presented to the Board pursuant to this Agreement are and remain the property of the Board as instruments of service. b. All analyses, data, documents, models, modeling, reports and tests performed or utilized by Vendor shall be made available to the Board upon request and shall be considered public records. c. Vendor is required to: (i) keep and maintain public records required by Board; (ii) upon request from Board’ s custodian of public records, provide Board with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a reasonable or as otherwise provided by law; (iii) ensure that public records that are exempt or, confidential and exempt, from public records disclosure requirements are not disclosed except as authorized by law for the duration of this Agreement and following completion of this Agreement if Vendor does not transfer the records to Board; (iv) upon completion of this Agreement, transfer, at no cost, to Board all public records in possession of Vendor or keep and maintain public records required by Board. d. If Vendor transfers all public records to Board upon completion of this Agreement, Vendor shall destroy any duplicate public records that are exempt or, confidential and exempt, from public records disclosure requirements. If Vendor keeps and maintains public records upon completion of this Agreement, Vendor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to Board, upon request from Board’s custodian of public records, in a format that is compatible with the information technology systems of Board. e. Vendor shall keep all books, records, files, drawings, plans and other documentation, including all electronically stored items, which concern or relate to the services required hereunder (the “Records”), for a minimum of five (5) years from the date of expiration or suspension of this Agreement, or as otherwise required by any applicable law, whichever date is later. The Board shall have the right to order, inspect, and copy all the Records as often as it deems necessary during any such period-of-time. The right to audit, inspect, and copy Records shall include all of the records of sub-Vendors (if any). f. Vendor shall, at all times, comply with the Florida Public Records Law, the Florida Open Meeting Law and all other applicable laws, rules and regulations of the State of Florida. g. IF THE VENDOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE VENDORS’ DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT ▇▇▇-▇▇▇-▇▇▇▇, Sumter County Board of County Commissioners, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, Wildwood, Florida 34785 or via email at ▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. h. Vendor shall, at all times, carry General Liability, and Worker’s Compensation Insurance pursuant to the insurance requirements in RFP ▇▇▇-▇-▇▇▇▇/JV, naming Board as both a certificate holder and an additional insured in each such policy. i. Upon Vendor’s written request, the Board will furnish, or cause to be furnished, such reports, studies, instruments, documents, and other information as Vendor and Board mutually deem necessary, and Vendor may rely upon same in performing the services required under this Agreement. j. Vendor is obligated by this agreement to comply with Section 20.055(5), Florida Statutes. k. Any entity or affiliate who has had its Certificate of Qualification suspended, revoked, denied or have further been determined by the Department to be a non-responsive contractor may not submit a bid.

  • Time to Consider Executive acknowledges that he has been advised that he has twenty-one (21) days from the date of receipt of this Release to consider all the provisions of this Release and he does hereby knowingly and voluntarily waive said given twenty-one (21) day period. EXECUTIVE FURTHER ACKNOWLEDGES THAT HE HAS READ THIS RELEASE CAREFULLY, HAS BEEN ADVISED BY THE COMPANY TO, AND HAS IN FACT, CONSULTED AN ATTORNEY, AND FULLY UNDERSTANDS THAT BY SIGNING BELOW HE IS GIVING UP CERTAIN RIGHTS WHICH HE MAY HAVE TO ▇▇▇ OR ASSERT A CLAIM AGAINST ANY OF THE RELEASEES, AS DESCRIBED IN SECTION 1 OF THIS RELEASE AND THE OTHER PROVISIONS HEREOF. EXECUTIVE ACKNOWLEDGES THAT HE HAS NOT BEEN FORCED OR PRESSURED IN ANY MANNER WHATSOEVER TO SIGN THIS RELEASE, AND EXECUTIVE AGREES TO ALL OF ITS TERMS VOLUNTARILY.

  • OPTION CONSIDERATION As consideration for this Option to Purchase Agreement, the Buyer/ Tenant shall pay the Seller/Landlord a non-refundable fee of Dollars ($ ), receipt of which is hereby acknowledged by the Seller/Landlord. This amount shall be credited to the purchase price at closing if the Buyer/Tenant timely exercises the option to purchase, provided that the Buyer/Tenant: (a) is not in default of the Lease Agreement, and (b) closes the conveyance of the Property. The Seller/Landlord shall not refund the fee if the Buyer/Tenant defaults in the Lease Agreement, fails to close the conveyance, or otherwise does not exercise the option to purchase.