Transfer Consideration Sample Clauses

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. 3.1 The total consideration (the "Transfer Consideration") to be paid to Transferor by New Operator for the Inventory and the Prepaid Expenses (collectively, the "Transferred Assets") shall be an amount equal to: (A) the net book value of the Transferred Assets as of the Effective Date as set forth on the Closing Schedule attached hereto as Exhibit A (the "Closing Schedule") less (B) the amount of certain accrued and unpaid liabilities of Transferor through and including the Effective Date (the "Liabilities"). The unpaid trade accounts payable as of the Effective Date will be paid by Transferor to the extent they do not represent prepayment of expenses. The Closing Schedule sets forth in reasonable detail Transferor's best estimate of the amount of the Liabilities and the net book value of the Transferred Assets. 3.2 From and after the Effective Date, Transferor shall allow New Operator to have reasonable access to (upon reasonable prior notice and during normal business hours) and/or copies of (at New Operator's own cost and expense) the books and records and supporting material of the Facility relating to the Transferred Assets and the Liabilities, to the extent reasonably necessary to enable New Operator to verify the Transferred Assets and the Liabilities. The Closing Schedule shall be deemed to be accepted by New Operator and shall be final and binding for all purposes of this Agreement unless New Operator, within thirty (30) days following the Effective Date, gives notice to Transferor stating the items as to which New Operator takes exception ("Objections"). If an Objection is disputed by Transferor, then the parties shall negotiate in good faith to resolve such dispute. If after a period of thirty (30) days following the date on which New Operator delivered the Objections, any Objection still remains disputed, then Transferor or New Operator shall together choose an independent, impartial firm of public accountants of nationally recognized standing to resolve such remaining Objections. The accounting firm shall act as an arbitrator and shall have the power and authority to determine those issues still in dispute. The accounting firm shall use the following standards in the evaluation of any Objection regarding a Transferred Asset: (i) existence, and presence at or proper attribution to the Facility, of the Transferred Asset, (ii) proper recording on the books of the appropriate entity of the Transferred Asset, (iii) appropriate method and useful li...

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 RMB33,590,923 (“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. 3.1.1 Each party agrees that, subject to the terms and conditions stipulated in this Agreement, as consideration for the Transferee’s acquisition of the Target Equity held by the Transferor, the Transferee shall pay to the Transferor and/or to the entity(ies) designated by the Transferor (collectively referred to as the “Transferor’s Designated Entity”) a total amount of US$ Fifty-seven Million Four Hundred Fifty Thousand (57,450,000) (the “Transfer Consideration”) . 3.1.2 The Parties agree that, as stated in the Company’s financial statements as of December 31, 2024, the book value of Nanjing Lucun’s net assets is approximately US$ Fifty-seven Million Four Hundred Twelve Thousand (57,412,000). 3.1.3 The parties hereby further confirm, recognize and agree that the payment of US$ Fifty-seven Million Four Hundred Fifty Thousand (57,450,000) by the transferee to the designated entity of the transferor after the above-mentioned offset shall be deemed as the total consideration received by the transferor for the sale and transfer of the target equity to the transferee, and shall constitute the full and complete performance of the transferee’s obligation to pay any consideration for the purchase of the target equity. 3.1.4 Within forty-five (45) business days from the effective date of this Agreement (the “Signing Date”), the Transferee shall make an advance payment of 20% of the total equity Transfer Consideration, amounting to US$ Eleven Million Four Hundred Ninety Thousand (11,490,000) (the “Transfer Consideration I”), to the entity designated by the Transferor. Moreover, the transferor and the target company shall cooperate with the transferee to complete the industrial and commercial change registration in the corresponding market supervision and management departments. The Transfer Consideration I shall be paid by the transferee after all the preconditions listed in Article 7.1 of this Agreement (“Delivery Preconditions”) are met (or exempted by the transferee in writing). The delivery date (“delivery date”) shall be the day when both of the following two conditions are met: (i) the Transfer Consideration I is paid, and (ii) the industrial and commercial change registration of the target company is completed. 3.1.5 Within three hundred and sixty (360) natural days from the delivery date, the transferee shall pay the Transfer Consideration (“Transfer Consideration II”, together with the Transfer Consideration I, collectively referred to as “Transfer Conside...

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. 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 ▇▇▇▇▇▇▇ 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, ▇▇▇▇▇▇▇ Lake Facility, Group 8 Facilities, Fox Run Facility or Group 10 Facilities.

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.

Transfer Consideration. If Landlord consents to a Transfer, then Tenant (and any assignee or first, second or third tier sublessee, provided that Landlord consents to such further Transfer) shall pay to Landlord, as Additional Rent, within ten days after receipt by Tenant (or any assignee or first, second or third tier sublessee), fifty percent (50%) of all “Transfer Consideration,” which shall mean any and all consideration, however described or denominated (including, without limitation, “key money” and other non-rent consideration), paid or payable by the Transferee in connection with the Transfer to the extent relating or attributable to (A) the value of this Lease or Tenant’s tenancy (including, without limitation, the amount of Base Rent payable by Tenant) or (B) the Premises, the Building or the Project. In the case of subleases, Tenant shall be entitled to deduct from Transfer Consideration the direct, out-of-pocket expenses and costs (including, without limitation, the costs for necessary Alterations, brokerage commission and legal fees) paid by Tenant (or any assignee or first, second or third tier sublessee, if applicable) to procure the subtenant, which expenses and costs shall be amortized on a straight-line basis over the term of the sublease.