CONSIDERATION PAID. For the purpose of this Agreement, Consideration Paid is defined as:
CONSIDERATION PAID. MTS shall reimburse the Contractor for actual costs (including labor costs, employee benefits, overhead, and other direct costs) incurred by the Contractor in performance of the work, in an amount not to exceed $ exclusive of any fixed fee. Actual costs shall not exceed the estimated wage rates and other costs set forth in the Contractor’s proposal. In addition, MTS shall pay the Contractor a fixed fee of $0.00. Said fixed fee shall not be altered unless there is a significant alteration in scope, complexity, or character of the work to be performed. Fees and all other charges will be billed monthly as the work progresses, and the net amount shall be due at the time of billing. Total expenditures made under this contract, including the fixed fee, shall not exceed the sum of $. Payment will be made as set forth in this Agreement; however, payments may be withheld or portions thereof may be deducted or setoffs may be made against Contractor if Contractor is not performing work in accordance with the applicable provisions of this Agreement. The time for payment of invoices or for accepting any discounts offered shall run only from the date of receipt of correct invoices with required certification documents by MTS. Reimbursement for transportation and subsistence costs shall be in accordance with MTS Board Policy No. 44-C.
CONSIDERATION PAID. On April 1, 2002, Buyer shall pay to Seller the sum of Ten Million Dollars ($10,000,000.00).
CONSIDERATION PAID. The consideration for such disposition (or series of related dispositions) shall not be less than the fair market value of the assets sold, leased, transferred or otherwise disposed and, if the aggregate consideration for such disposition (or series of related dispositions) exceeds the Dollar Equivalent of $10,000,000 in the aggregate, the Borrower shall have provided to the Administrative Agent and the Lenders a certificate of the Board of Directors of the Borrower as to the good faith determination of the fair market value of the assets so disposed;
CONSIDERATION PAID. It is understood that the covenants given in this Section 14 are given to ensure that Umpqua acquires the goodwill of the business of the Company and are an integral part of this Agreement. The parties agree that a total of $200,000 of the Initial Purchase Price is allocated to these covenants which shall be allocated for tax purposes to the Shareholders in proportion to their stock holdings set forth on Schedule 2.1.


Consideration Payment 5.1 In consideration of the Company’s Services, the Client shall pay to the Company the Consideration to be stipulated in the Termsheet and all reasonable out of pocket expenses (if any) in accordance with the commercial terms and payment terms as detailed in the Separate Agreement.
Settlement Consideration Post agrees to establish a non-reversionary common fund of $15,000,000 (the “Settlement Fund”), which shall be used to pay all Settlement expenses, including Notice and Other Administrative Costs; Fee Award; Service Awards; and Class Members’ Claims. Post will pay nothing apart from the Settlement Fund.
Cash Consideration In case of the issuance or sale of additional Shares for cash, the consideration received by the Company therefor shall be deemed to be the amount of cash received by the Company for such Shares (or, if such Shares are offered by the Company for subscription, the subscription price, or, if such Shares are sold to underwriters or dealers for public offering without a subscription offering, the public offering price), without deducting therefrom any compensation or discount paid or allowed to underwriters or dealers or others performing similar services or for any expenses incurred in connection therewith.
Earn-Out Consideration (a) If the consolidated earnings before taxes (the "EBT") of the Company for the twelve months ending December 31, 1998, increased by amounts in respect of those items set forth on Schedule 2.5 that affected net income during the period beginning on January 1, 1998 and ending on the Closing Date, and decreased by the amount of UniCapital corporate overhead allocated to the Company for the period beginning on the Closing Date and ending on December 31, 1998 (the "Adjusted 1998 EBT"), exceeds the consolidated EBT of the Company for the twelve months ending December 31, 1997 inclusive of the add-backs set forth on Schedule 2.5 (the "Adjusted 1997 EBT"), then the Stockholders shall be entitled to receive one-half of the difference between the Adjusted 1998 EBT and the Adjusted 1997 EBT.
Acquisition Consideration As consideration for the sale of the Company Membership Interests of the Sellers to Buyer, Buyer shall immediately issue and deliver to Sellers that number of shares (rounded upward to the nearest whole share) of Buyer’s voting common stock, par value $0.001 per share (the “Buyer Common Stock”) as set forth in Schedule 2.02. The issuance and delivery of the Acquisition Shares is intended to be exempt from the registration requirements of the Securities Act pursuant to 4(2) thereof and Rule 506 of Regulation D promulgated thereunder; and exempt from the registration or qualification requirements of any applicable state securities laws. As a result, the Acquisition Shares may not be offered, sold, or transferred by the holder thereof until either a registration statement under the Securities Act or applicable state securities laws shall have become effective with regard thereto, or an exemption under the Securities Act and applicable state securities laws is available with respect to any proposed offer, sale or transfer.
Consideration Shares As of the Closing, all of the Consideration Shares shall be duly authorized, validly issued, fully paid and nonassessable, and not issued in violation of any preemptive or similar rights. Upon delivery to the Sellers of the certificates representing the Consideration Shares, the Sellers will acquire good and valid title to such Consideration Shares, free and clear of any Encumbrances, other than restrictions under applicable securities laws.
FINANCIAL CONSIDERATION A. The College/University and the Facility shall each bear their own costs associated with this Agreement and no payment is required by either the College/University or the Facility to the other party, except that, where applicable, the Facility shall pay the tuition and other educational fees of students it places in the clinical experience program.
Closing Consideration The closing consideration shall be delivered at the Closing as follows:
Total Consideration The aggregate consideration (the "Consideration") payable by the Surviving Partnership in connection with the merger of the Merged Partnership with and into the Surviving Partnership shall be $9,580,000., subject to adjustments at Closing pursuant to Section 3.9 and costs paid pursuant to Section 3.10(c) and Section 3.11, plus the amount of any tax or other reserves held by the Existing Lender (hereinafter defined).
Non-Cash Consideration In the case of the offering of securities for a consideration in whole or in part other than cash, including securities acquired in exchange therefor (other than securities by their terms so exchangeable), the consideration other than cash shall be deemed to be the fair value thereof as determined by the Board of Directors; provided, however, that such fair value as determined by the Board of Directors shall not exceed the aggregate market price of the securities being offered as of the date the Board of Directors authorizes the offering of such securities.