The Consideration Clause Samples

The Consideration. 9.1. In consideration for the successful completion of the Works, the timely supply of the R350HT Rails and the fulfillment of all of Supplier's obligations pursuant to this Agreement including, without limitation, the Warranty and all accompanying services and equipment to ISR's full satisfaction as required in accordance with the terms and conditions of this Agreement, Supplier shall be entitled to receive payment in accordance with the Consideration Annex attached hereto as Annex B (the “Consideration”). 9.2. Consideration shall be the final, complete and inclusive price that shall be paid to Supplier for the design, manufacture, preservation treatment, supply, delivery, unloading and Warranty of the R350HT Rails and the execution of all the Works pursuant to this Agreement, exclusive only of VAT. Other than as set forth herein, the Supplier shall not be entitled to receive any additional payments in connection with the performance of its obligations hereunder. The Consideration is inclusive of all taxes (other than VAT), license fees, royalties, or any other costs or expenses of any kind related to the provision of the R350HT Rails and/or to the Works. ISR shall not be charged with any further payments in connection with the Supplier’s execution of any of its obligations and undertakings under this Agreement. 9.3. Value added tax, to the extent applicable, shall be added to any payment made by ISR to Supplier hereunder, subject to the issuance of a tax invoice on ISR’s name, in accordance with the law. All amounts payable to the Supplier under this Agreement shall be paid in Euros (€). 9.4. For the removal of any doubt, it is hereby clarified that all taxes, fees, duties, licenses, costs or other payments that are to be paid in connection with the exportation, supply and delivery of the R350HT Rails, including but not limited to all types of importation and custom duties and services, such as transportation costs, customs agents’ fees, purchase tax (in Hebrew "Mas Kniya" or "הינק סמ" ), wharf fees (in Hebrew "Dmei Ratzif" or "ףיצר ימד" ), cleaning of the containers and unloading at the Site, Israeli customs duties, port handling fees (in Hebrew "Dmei ▇▇▇▇▇" or "לוטינ ימד" ), port infrastructure fees (in Hebrew "Dmei Tashtit" or "תיתשת ימד"), cam locks for discharging the R350HT Rails at port, supervision while discharging at port, discharging terms at port, etc. shall be considered as part of the Consideration and shall be borne solely by Supplier.

The Consideration. 2.1 The Borrower agrees, as consideration for the Loan, to: (i) continue to provide the Guarantee as security for the Secured Obligations on the terms set forth in Clause 3 below; (ii) continue to provide the security set forth in the Security Documents for the Secured Obligations on the terms set forth in Clause 4 below; and (iii) compensate the Lender as per the principles set forth in Clause 5 below.

The Consideration. 3.1. In consideration for providing the Services the Company shall pay to the Service Provider consideration in the sum in shekels that equals 70$ (seventy US Dollars) for each hour of providing the Services (the “Hourly Consideration”) or any other consideration that shall be agreed upon between the parties. The monthly consideration shall be calculated by multiplying the hourly consideration by the number of hours of providing the Services and it shall be paid against a tax invoice that the Service Provider shall issue to the Company (the “Monthly Consideration”). Once per month (and after the development of the Model pertaining to section 2.10 above shall be completed) the Service Provider shall submit to the Company details regarding the monthly consideration that is due to it. In the framework of these details, details shall be given regarding the plan that was approved and what was actually performed (plans against performance), the extent of the work hours that were invested in the Project in the relevant month and the expenses required (adding written proof of these expenses). 3.2. Notwithstanding the provisions in section 3.1 above, it is agreed that in the beginning the consideration set forth in section 2.11 shall be paid to the Service Provider, and afterwards monthly consideration shall be paid to the Service Provider according to the Work Plan that shall be approved in advance by the Company. 3.3. In addition, the Service Provider shall be entitled to a refund of the expenses that it paid (and against a tax invoice) in addition to the monthly consideration, for traveling abroad for the Company, including for promoting and marketing the Project and/or the product, and other expenses that shall be approved in advance by the Company’s representative (the “Expenses”). 3.4. The Company shall pay the monthly consideration to the Service Provider with additional lawful VAT, and the expenses within 14 (fourteen) days after receiving the tax invoice. The Service Provider confirms that the Company shall deduct income tax and/or any other tax from the monthly consideration as required according to the provisions of any law, unless the Service Provider shall furnish to the Company an exemption from the tax authorities for deducting withholding tax. 3.5. It is agreed between the parties that the monthly consideration constitutes all the consideration to the Service Provider for providing the Services and the Service Provider shall not be entitled to any p...

The Consideration. 1.1 Subject to the conditions set forth herein, Sellers shall sell to Buyer and Buyer shall purchase an aggregate of 2,250,000 shares of common stock of VRI from Sellers. The purchase price for the shares to be paid by Buyer to Sellers is $62,500 (the "Consideration") for which $18,750 is herewith paid to Sellers, and is deemed non-refundable consideration for the Share Purchase Agreement. The balance of the purchase price of $43,750 shall be evidenced by a promissory note executed at closing by the Buyer and payable in two equal installments; one installment 60 days from date hereof and second installment 90 days from date hereof. The shares being purchased shall remain collateral, pledged to secure purchase price, to be released to Buyer upon payment of full purchase price.

The Consideration. 1.1 Subject to the conditions set forth herein on the "Effective Date" (as herein defined), Shareholders of AMI shall exchange all of their shares of AMI for 90,000,000 common shares of NELX common stock. The transactions contemplated by this Agreement shall be completed at a closing ("Closing") on a closing date ("Closing Date") which shall be as soon as possible after all regulatory approvals and shareholder approvals are obtained in accordance with law as set forth in this Agreement, but no later than 30 days after date hereof. On the Closing Date, all of the documents to be furnished to NELX and AMI, including the documents to be furnished pursuant to Article VII of this Agreement, shall be delivered to M.A. ▇▇▇▇▇▇▇, to be held in escrow until the Effective Date or the date of termination of this Agreement, whichever first occurs, and thereafter shall be promptly distributed to the parties as their interests may appear. 1.2 At the Effective Date, AMI shall become a wholly owned subsidiary of NELX. AMI's shareholders shall receive pro rata shares of $.0001 par value voting common stock as follows: NELX shall issue 90,000,000 of its shares of common stock for 100% of the outstanding common shares of AMI, pro rata to the shareholders of AMI. 1.3 If this Agreement is duly adopted by the holders of the requisite number of shares, in accordance with the applicable laws and subject to the other provisions hereof, such documents as may be required by law to accomplish the Agreement shall be filed as required by law to effectuate same, and it shall become effective. The time of filing the last document required by law shall be the Effective Date for the Agreement. For accounting purposes, the Agreement shall be effective as of 12:01 a.m., on the last day of the month preceding the Effective Date.

The Consideration. 1.1 Subject to the conditions set forth herein, on the "Closing Date" (as herein defined), SELLERS shall sell or cause to be delivered for sale and PURCHASER shall purchase 225,000 common shares of JNS common stock (post reverse split one for one hundred). The transactions contemplated by this Agreement shall be completed at a closing ("Closing") on a closing date ("Closing Date") on or before March 10, 1999. The purchase price for the JNS shares to be paid by PURCHASER to SELLERS is $125,000 which shall be delivered at closing. On the Closing Date, all of the documents to be furnished pursuant to this Agreement shall be delivered to M.A. ▇▇▇▇▇▇▇, to be held in escrow until all closing conditions hereunder have been met or the date of termination of this Agreement, but no longer than 3 days after closing date, whichever first occurs, and thereafter shall be promptly distributed to the parties as their interests may appear. 1.2 Concurrent with the execution hereof, PURCHASER shall deposit or cause to be deposited as consideration for this Agreement and the share purchase, the sum of $125,000 which shall be paid into escrow with M. A. ▇▇▇▇▇▇▇ for delivery to SELLERS upon receipt of the 225,000 shares (post reverse split one for one hundred) of JNS common stock and satisfaction of all other conditions of this Agreement.

The Consideration. In consideration for carrying out the Services and all the obligations of the Management Venture during the Services Period, in full and on time, pursuant to the provisions of the Agreement, the Company will pay to the Management Venture the Basic Services Consideration and the Additional Consideration (as applicable), in amounts and upon dates as set forth in Appendix C (The Consideration), (the “Consideration”), plus VAT pursuant to applicable Law.

The Consideration. 24.1. In consideration for the performance of the Project, and meeting all of its obligations pursuant to this Agreement, the Contractor shall be entitled to the consideration detailed in the Payment Schedule (hereinafter “the Consideration”), upon the payment terms detailed therein, all in accordance with, and subject to, the provisions in the Payment Schedule. 24.2. The Contractor shall be entitled to an advance payment, subject to provision of an autonomous bank guarantee in the amount of such advance, in accordance with and subject to, the Payment Schedule. 24.3. The Consideration shall be linked to the Basket Indicators, pursuant to Chapter 5 of the Payment Schedule. It is hereby clarified that, other than linkage as aforesaid, the Contractor shall not be entitled to additional payment increases (including interest, and/or linkage) with respect to the Consideration. 24.4. Each Consideration payment shall be paid to the Contractor in New Israel Shekels and/or foreign currency, in accordance with the provisions of the Payment Schedule. 24.5. With respect to each event that a date is set forth for payment pursuant to this Agreement, or stemming therefrom, which is not a Business Day, the date for such payment shall be postponed to the first Business Day following such date.

The Consideration. 2.1 The Borrower agrees, as consideration for the Loan, to: (i) continue to provide the Guarantee as security for the Secured Obligations on the terms set forth in Clause 3 below; (ii) continue to provide the security set forth in the Security Documents for the Secured Obligations on the terms set forth in Clause 4 below; and (iii) compensate the Lender as per the principles set forth in Clause 5 below. 2.2 Further, the Borrower agrees to become party to such further amendments to the Loan Agreement and the Security Documents as shall be required by the Lender to document the terms which shall apply to the amount outstanding thereunder following the completion of the Restructuring.