Consideration Contract Clauses (1,394)

Consideration. Clause 3.1.6 of the Original Agreement is amended by replacing the term "Patent Expiry Date" with the term "Patent Expiry Date (U.S.)." 10 4.2. Clause 3.1.7 of the Original Agreement is amended by replacing the term "Patent Expiry Date" with the term "Patent Expiry Date (U.S.)." 4.3. Clause 3 of the Original Agreement is amended by adding a new Clause 3.3 at the end thereof, such new Clause 3.3 to read in its entirety as follows: 3.3 When Salix enters into arrangements with one or more Sublicens...ees relating to the Canada Territory, Salix shall pay Falk the following amounts (collectively, the "Shared Sublicense Revenues"): (a) *** of any payment received by Salix from Lupin Atlantis pursuant to Section 6.1 of the Lupin Canada Distribution Agreement; (b) *** of any payment received by Salix from Lupin Atlantis pursuant to Section 6.4(d) of the Lupin Canada Distribution Agreement; and (c) *** of all other Sublicense Revenues (for clarity, such other Sublicense Revenues not to include any amounts received by Salix from Lupin Atlantis pursuant to Sections 6.1 or 6.4(d) of the Lupin Canada Distribution Agreement, provision for the sharing of which is made in clauses (a) and (b) of this Section 3.3) received by Salix pursuant to any such arrangements. In respect of the Lupin Canada Distribution Agreement, the obligation of Salix to pay to Falk the amounts contemplated by this Clause 3.3 shall survive the termination of the Canada Term (including as a result of the occurrence of the Patent Expiry Date (Canada)) in respect of any product that was at any time prior to the expiration of the Canada Term a "Product" as defined herein and was marketed, distributed or sold by Lupin Atlantis pursuant to the Lupin Canada Distribution Agreement and continue thereafter for so long as the Lupin Canada Distribution Agreement, or any similar or follow-on arrangement between Salix and Lupin Ltd. and its Affiliates for the marketing, distribution or sale of such product in Canada, remains in effect. *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. 11 Falk and Salix acknowledge and agree that this continued consideration payable by Salix is fair and reasonable in light of Salix's continued use of the Falk IP (other than any expired Falk Patents) in continuing to perform the Lupin Canada Distribution Agreement. Notwithstanding any provision herein to the contrary, failure by Salix to make the payments due hereunder following expiration of the Canada Term shall entitle Falk to terminate this Agreement pursuant to Clause 18.6, including the licenses granted pursuant to Clause 19.4. Should a court of competent jurisdiction rule, in a final, unappealable or unappealed ruling, that Falk's right to such continued consideration is not enforceable, the parties will promptly commence negotiations to establish appropriate consideration payable to Falk. View More

Consideration. As the entire consideration for the Stock, Buyer will: 2.1 pay in cash on or before October 23, 2015 to Seller the amount of Six Hundred Thousand Dollars ($600,000) (the "Nonrefundable Deposit"), which such sum shall be deemed completely earned by Seller on such date and not subject to recovery by Buyer. 2.2 pay in cash to Seller at the closing of the purchase and sale of the Stock (the "Closing") the amount of Four Million Four Hundred Thousand Dollars ($4,400,000) (the "Closing Payment") 1 The... sum of the payments shall be defined as the "Consideration." 3. Closing. The closing of the purchase and sale of the Stock (the "Closing") shall take place at the offices of Bulova Technologies Group, Inc. located at 12645 49th Street N, Clearwater, FL 33762 (or at such other place as the parties may mutually agree) at 10:00 o'clock in the forenoon, local time, on such date that is no sooner than three (3) days following the Buyer's written notice to Seller of its intent to close, but in no event later than January 30, 2016 (the "Closing Date"). In the event that the Closing Date does not occur on or before January 30, 2016, then the terms of this Agreement shall be null and void and Seller shall not be obligated to sell the Stock to Buyer but Seller shall be entitled to retain the Nonrefundable Deposit with no claims made against it. 3.1 Documents to be Delivered by Seller to Buyer. At the Closing, Seller shall deliver to Buyer: (A) stock certificates for the Stock, free and clear of all liens, claims, charges, restrictions, equities or encumbrances of any kind, which certificates shall be duly endorsed to Buyer or accompanied by duly executed stock powers in form satisfactory to Buyer; (B) a certificate of Seller in the form of Exhibit A certifying as to the accuracy of Seller's representations and warranties at and as of the Closing and that Seller has performed and complied with all of the terms, provisions and conditions to be performed and complied with by Seller at or before the Closing: (C) a certificate of Seller in the form of Exhibit B, certifying as to certain corporate matters, together with all of the attachments referred to therein; and (D) such other certificates and documents as Buyer or its counsel may reasonably request. 3.2 Documents to be Delivered by Buyer to Seller. At the Closing, Buyer shall deliver to Seller: (A) a wire transfer of immediately available funds to Seller or Seller's representative in the amount of the Closing Payment; (B) a certificate of Buyer in the form of Exhibit C certifying as to the accuracy of Buyer's representations and warranties at and as of the Closing and that Buyer has performed and complied with all of the terms, provisions and conditions to be performed and complied with by Buyer at or before the Closing; (C) a certificate of Buyer in the form of Exhibit D certifying as to certain corporate matters, together with all of the attachments referred to therein; and 2 (D) such other certificates and documents as Seller or his counsel may reasonably request. 3.3 Form and Substance of Documents. The documents and instruments referred to in Sections 3.1 and 3.2 shall be in form and substance satisfactory to counsel for the party to whom they are delivered. View More

Consideration. ERG agrees to use its best efforts to fulfill the obligations of this Employment/Consulting Agreement. Client agrees to payor transfer to ERG or MBC: a) Six Thousand dollars ($6,000.00) due upon the execution of this agreement and Six Thousand dollars ($6,000.00) on the first of the following month for the term of this agreement. In addition, the Six Thousand dollars ($6,000.00) will continue to be paid on the first day of each month for the duration of this agreement. b) In addition, 10,000,000... shares of non-dilutive issued and outstanding Common stock of FCGI issued immediately upon the execution of this agreement. c) N/A 4. Expenses. Client agrees to pay all expenses of ERG, which relate to its activity on behalf of FCGI beginning on the date of this Employment/Consulting Agreement. This includes, by way of example only, first class airfare, hotel, meals, travel costs, telephone, copy charges, cost of experts, such as attorneys and accountants, whose services are related to the business of Client, and other direct expenses. However, Client may review and approve budgeted expenses and also retains the right to review and approve expenditures that exceed Five Thousand Dollars ($5,000), which are above budgeted, normal and ordinary expenses. View More

Consideration. Employee acknowledges that the benefits described in this Agreement are benefits to which he/she would not be entitled but for this Agreement.

Consideration. After your employment ends on June 30, 2015 (hereinafter "Separation Date"), and you comply with the conditions set forth below, you will receive; a.$822,198 of pay, minus federal and state withholdings as severance pay;b.Payment for accrued and unused vacation and sick leave; c.Long Term Incentives including (i) the vested and unvested Executive Deferred Compensation Plan balance as of Separation Date, (ii) the vested and unvested Restricted Stock Unit grants issued pursuant to the Company's 20...13 Long Term Incentive Plan, and (iii) the vested balance of the Frank's International, Inc. Employees' 401K Plan, in each case per the applicable plan documents (collectively, the "Incentive Plans"); andd.Up to 18 months of COBRA subsidy for group health plans. View More

Consideration. Provided that Executive signs this Agreement and does not revoke it, the Company agrees to make the following payments to Executive pursuant to the terms and conditions set forth below, and Executive will be entitled to no other payments or benefits: a. Executive shall receive the Accrued Salary (as defined in the Employment Agreement) on the next regular payroll date during which the Accrued Salary would otherwise be payable, net of required tax and other withholdings. Executive shall be entitl...ed to the amount set forth in the preceding sentence whether or not he revokes this Agreement. b. Executive shall receive post-termination compensation in the amount and in accordance with the terms set forth in Section 4(b)(iii)(C) of the Employment Agreement, net of applicable tax withholdings and other required withholdings (with the Termination Date herein being deemed to be the "Termination Date" for purposes of said Section 4(b)(iii)(C)). c. Executive shall be entitled to an additional payment equal to $453,750 in lieu of accrued bonus, such payment to be made within fifteen (15) days of the Effective Date, net of applicable tax withholdings and other required withholdings. View More

Consideration. As consideration for the above assignment, TRIPBORN will pay to ARNA $956,000.00 (nine hundred fifty-six thousand).

Consideration. In consideration of the release of all claims by Employee as provided for in this Agreement, and for the other agreements by Employee herein, Employer will provide Employee with the following consideration (the "Release Consideration"): a. Payment of the gross amount of $642,250.00 (less any withholdings required by law or deductions authorized by the parties' previous agreement or as otherwise agreed to in this Agreement) (the "Severance Payment"), which amount represents fifteen (15) months of... Employee's base salary. b. Payment of the net amount of $37,036.00 (with the gross amount paid being subject to withholdings required by law or deductions authorized by the parties' previous agreement or as otherwise agreed to in this Agreement), with the after-tax amount representing the cost to Employee for health insurance continuation under the Consolidated Omnibus Budget Reconciliation Act (COBRA) (the "COBRA Payment") for fifteen (15) months. c. Payment of an amount equal to the annual bonus for fiscal year 2016 that would have been earned by Employee for fiscal year 2016 if he had remained employed on the normal payment date for such bonus under Employer's Management Incentive Plan, based on actual performance under applicable financial metrics (the "Bonus Payment"). Employee agrees that this Release Consideration is in addition to anything of value to which Employee already is entitled. The Severance Payment is payable in approximately equal installments, consistent with Employer's normal payroll practices, over a fifteen (15) month period starting on the first regular payroll date that occurs after the sixtieth (60th) day following the Separation Date. The COBRA Payment is payable in a lump sum on the first regular payroll date that occurs after the sixtieth (60th) day following the Separation Date. The Fiscal Year 2016 Bonus Payment will be paid at the same time that the fiscal year 2016 annual bonuses are paid under Employer's Annual Incentive Plan to active participants. View More

Consideration. Executive acknowledges and agrees that the provision of employment under this Agreement and the execution by the Employer of this Agreement constitute full, adequate and sufficient consideration to Executive for the Executive's duties, obligations and covenants under this Agreement and under the Confidentiality, Non-Solicitation and Non-Compete Agreement incorporated into this Agreement. 10 9. Acknowledgement of Post Termination Obligations. Upon the effective date of termination of Executive's ...employment (unless due to Executive's death), if requested by the Employer, Executive shall participate in an exit interview with the Employer and certify in writing that Executive has complied with his contractual obligations and intends to comply with his continuing obligations under this Agreement, including, but not limited to, the terms of the Confidentiality, Non-Solicitation and Non-Compete Agreement. To the extent it is known or applicable at the time of such exit interview, Executive shall also provide the Employer with information concerning Executive's subsequent employer and the capacity in which Executive will be employed. Executive's failure to comply shall be a material breach of this Agreement, for which the Employer, in addition to any other civil remedy, may seek equitable relief. View More

Consideration. In exchange for the promises made herein, the Parties agree that: a. As for Executive's Final Compensation pursuant to the Employment Agreement, the following items described in clauses I (a)(i) through 1(a)(vii) shall be paid or provided by the COMPANY to EXECUTIVE: (i) On the effective date of this Agreement, which is the eighth (8) day after the EXECUTIVE signs this Agreement ("Effective Date"), the COMPANY shall pay EXECUTIVE the amount of Base Salary as of such date that has been earned thr...ough the Separation Date but has not been paid. However, EXECUTIVE shall not be entitled to nor shall she receive any 2016 Retention Bonus, (ii) On the Effective Date of this Agreement, the COMPANY shall pay EXECUTIVE all PTO accrued but unused through the Separation Date according to State requirements, with all PTO to cease to accrue as of the Separation Date; (iii) EXECUTIVE shall not be entitled to nor shall she receive any 2015 Executive Management Bonus under Section 4(b) of the Employment Agreement; (iv) EXECUTIVE shall not be entitled to nor shall she receive any 2016 Executive Management Bonus under Section 4(b) of the Employment Agreement; (v) The COMPANY shall reimburse EXECUTIVE, no later than October 15, 2016 for the EXECUTIVE's business expenses which have been incurred but not reimbursed by the Separation Date, subject to substantiation prior to such date by the EXECUTIVE in accordance with the COMPANY's expense reimbursement policies. (vi) The COMPANY agrees to reduce the Restrictive Covenant period from one (1) year to six (6) months after the Separation Date. b. On the Effective Date of this Agreement, the COMPANY agrees to pay EXECUTIVE cash severance benefits, subject to all applicable federal, state and local income and payroll taxes, deductions and 1 withholdings, totaling six (6) months of Base Salary provided EXECUTIVE complies with Sections 7, 8, 10, and 22 of the Employment Agreement, as well as other provisions of the Employment Agreement which survive termination. Payments are to begin on the COMPANY's next regular payroll period after the Effective Date, and shall continue to be paid on the COMPANY's regular payroll periods during the severance period and as specified in the Employment Agreement. c. Notwithstanding any contrary provisions of the applicable Stock Option Award Agreements governing stock options granted to EXECUTIVE pursuant the Employment Agreement, on and following the Effective Date, any outstanding stock options with respect to the COMPANY's stock held by EXECUTIVE on the Separation Date may be exercised until the earlier of (i) the expiration date of the original "Option Period" as defined under such Stock Option Award Agreements (or such comparable defined term relating to the period of exercisability of the stock options), or (ii) the tenth (10th) anniversary of the date of grant of the respective stock option. The COMPANY and EXECUTIVE agree to executive such other documents in connection with the foregoing, including an amendment to the applicable Stock Option Award Agreements, as the COMPANY may determine should be executed to effectuate the foregoing provisions. d. EXECUTIVE acknowledges and agrees that she shall not be entitled any severance payment provided under this Agreement if she fails to return all assets and equipment provided to him for the performance of her duties as requested by the COMPANY. e. EXECUTIVE acknowledges that the foregoing is adequate consideration for this Agreement. View More