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The Consideration.Ìý9.1. 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 “Considerationâ€�). 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 (â‚�). 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 agentsâ€� 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 Xxxxx" 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.Ìý2.1 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.ÌýSubject to the conditions set forth herein on the "Effective Date" (as herein defined), (i) the STC Shareholders shall exchange all of their common shares of STC on a one for one basis for common stock of VBL (after giving effect to the one for 16 reverse split consummated prior to the date hereof and discussed in Section 5.9 herein) and (ii) all of the options and warrants to purchase common shares of STC, a schedule of which is attached hereto as Schedule B, which are issued and outstanding shall be exchanged for options and warrants to purchase an equal number of common shares of VBL subject to equivalent terms and conditions as set forth in each of the respective option agreements and warrant agreements to purchase common shares of STC. 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 practicable after approval of this exchange by the STC Shareholders and compliance with Section 14(f) of the Securities and Exchange Act of 1934, except that such transaction must be completed on or before June 30, 2002, or this Agreement shall expire unless extended in writing. On the Closing Date, all of the documents to be furnished to VBL and STC, including the documents to be furnished pursuant to Articles VII and VIII of this Agreement, shall be delivered to M.A. Littman, to be held in escrow until the Effective Date or the date of xxxxxxation of this Agreement, whichever first occurs, and thereafter shall be promptly distributed to the parties as their interests may appear.

The Consideration.Ìý1.1 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.Ìý(a) Upon the terms and subject to the satisfaction of the conditions contained in this Agreement and the RAS Inc. SPA, the total consideration under this Agreement together with the consideration under the RAS Inc. SPA shall be $25 million (the “Total Considerationâ€�). The consideration to be paid to each of the Selling Members under this Agreement shall be the amount set forth next to the name of each Selling Member (but shall not include the amount set forth next to the name “RAS Inc.â€�) in the column entitled â€�Gross Considerationâ€� on Schedule A hereto minus (i) such Selling Member’s share of the Selling Members Acquisition Expenses, to be paid to the Selling Members' Representative, and (ii) such Selling Member’s share of the Escrow Amount in the amount set forth next to the name of each Selling Member (other than the amount set forth next to the name “RAS Inc.â€�) in the column entitled â€�Escrow Allocationâ€� on Schedule A. The net amount to be paid to each Selling Member at the Closing under this Agreement corresponds to the amount set forth next to the name of each Selling Member (other than “RAS Inc.â€�) in the column entitled â€�Net Considerationâ€� on Schedule A, less such Selling Member’s share of the Escrow Amount in the amount set forth next to the name of each Selling Member in the column entitled “Escrow Allocationâ€� on Schedule A, and in the aggregate for the Selling Members (which shall not include “RAS Inc.â€�), this net amount is referred to as the â€�Closing Considerationâ€�. The applicable Net Consideration, subject to the Tax Withholding, if and to the extent applicable, shall be paid to each Selling Member by a cashier’s check or wire transfer to bank accounts designated by each Selling Member. The Buyer shall deduct and withhold from the Closing Consideration otherwise payable to each Selling Member the amounts required to be deducted and withheld from such payment under the Code, the Israeli Income Tax Ordinance New Version, 1961, or any other applicable state or local Tax law, or Israel or foreign Tax law (the "Tax Withholding") provided that in the event any Selling Member provides the Buyer with a valid approval or ruling issued by the applicable Governmental Entity regarding the withholding (or exemption from withholding) of any applicable Tax from the Closing Consideration in a form reasonably satisfactory to the Buyer, then the deduction and withholding of any amounts under the applicable Tax law from the Closing Consideration payable to such Sel...

The Consideration.Ìý3.1. 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 Considerationâ€�) 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 Considerationâ€�). 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 “Expensesâ€�). 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.ÌýIn 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 “Considerationâ€�), plus VAT pursuant to applicable Law.

The Consideration.Ìý1.1 Subject to the conditions set forth herein on the "Closing Date" (as herein defined), SELLER shall sell and BUYER shall purchase 672,000 common shares of IEI common stock. The transactions contemplated by this Agreement shall be completed at a closing ("Closing") on a closing date ("Closing Date") on or before March 5, 2000. The purchase price for the IEI shares to be paid by BUYER to SELLERS is $150,000, $25,000 of which is paid herewith and $125,000 which shall be delivered at closing. On the Closing Date, all of the documents to be furnished pursuant to this Agreement, including the documents to be furnished pursuant to Article VI of this Agreement, shall be delivered to M.A. Littman, to be held in escrox xxxxx all closing conditions hereunder have been met or the date of termination of this Agreement, but no longer than 1 day 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, BUYER shall deposit or cause to be deposited with M.A. Littman as a non-refundable xxxxxxeration for this agreement, the sum of $25,000. Further, the sum of $125,000 shall be paid at closing for delivery to SELLERS upon receipt of the shares (672,000) of IEI common stock, constituting 100% of the outstanding common stock of IEI.

The Consideration.Ìý2.1 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.