Forward Purchase Contract Sample Clauses

Forward Purchase Contract. Each of Purchaser and Seller hereby agrees that (a) it will treat this Agreement in its entirety as a forward purchase contract for the delivery of the Contract Shares on the Exchange Date (including as a result of acceleration or otherwise) (the "Forward Purchase Contract Characterization"), under the terms of which contract (i) at the time of issuance of the DECS Purchaser deposits irrevocably with Seller a fixed amount of cash equal to the Firm Purchase Price (plus, if the Underwriters exercise their option to purchase Additional DECS, the Additional Purchase Price) to assure the fulfillment of Purchaser's purchase obligation described in clause (ii) below, which deposit will unconditionally and irrevocably be applied at the Exchange Date to satisfy such obligation and (ii) at the Exchange Date such cash deposit unconditionally and irrevocably will be applied by Seller in full satisfaction of Purchaser's obligation under the forward purchase contract, and Seller will deliver to Purchaser the number of Contract Shares that Purchaser is entitled to receive at that time pursuant to the terms of this Agreement (subject to Seller's right to deliver cash and/or other property as provided in this Agreement in lieu of the Contract Shares); (b) it will treat, consistent with the above characterization, amounts paid to Seller in respect of this Agreement as allocable in their entirety to the amount of the cash deposit attributable to such Agreement;

Forward Purchase Contract. PSF has executed and delivered a forward purchase contract (the “Forward Purchase Contract”), the form of which is filed as an exhibit to the Registration Statement, pursuant to which PSF will, among other things, simultaneously with the closing of the initial Business Combination, consummate the purchase of and deliver the purchase price for the Forward Purchase Securities purchased in the Forward Private Placement.

Forward Purchase Contract. A purchase agreement entered into by the Borrower for the fee or leasehold purchase of a retail, office or industrial real estate property to be constructed.

Forward Purchase Contract. Lion point has executed and delivered the Forward Purchase Contract, in the form filed as an exhibit to the Registration Statement, pursuant to which Lion Point has agreed, among other things, to purchase the Forward Purchase Units, subject to the terms and conditions set forth in the Forward Purchase Contract (as summarized in the Registration Statement and the Prospectus).

Forward Purchase Contract. With respect to any Person, a purchase agreement entered into by such Person for the fee or leasehold purchase of an office property to be constructed. Funds From Operations. Consolidated net income (loss) of the Borrower and its Subsidiaries before extraordinary items, computed in accordance with Generally Accepted Accounting Principles, plus, to the extent deducted in determining net income (loss) and without duplication, (i) gains (or losses) from debt restructuring and sales of property (or adjustments to basis of properties or other assets), (ii) non-recurring charges, (iii) provisions for losses, (iv) real estate related depreciation, amortization and other non-cash charges (excluding amortization of financing costs), and (v) amortization of organizational expenses minus, to the extent included in net income (loss) and without duplication, (a) non-recurring income (loss) and (b) equity income (loss) from unconsolidated partnerships and joint ventures less the proportionate share of Funds From Operations of such partnerships and joint ventures, which adjustments shall be calculated on a consistent basis. Generally Accepted Accounting Principles. Principles that are (a) consistent with the principles promulgated or adopted by the Financial Accounting Standards Board and its predecessors, as in effect from time to time in the United States and (b) consistently applied with past financial statements of the Borrower adopting the same principles; provided that a certified public accountant would, insofar as the use of such accounting principles is pertinent, be in a position to deliver an unqualified opinion (other than a qualification regarding changes in Generally Accepted Accounting Principles) as to financial statements in which such principles have been properly applied. Ground Lease. A leasehold interest in land and/or the improvements thereon. Guaranteed Pension Plan. Any employee pension benefit plan within the meaning of Section 3(2) of ERISA maintained or contributed to by the Borrower or any ERISA Affiliate the benefits of which are guaranteed on termination in full or in part by the PBGC pursuant to Title IV of ERISA, other than a Multiemployer Plan. Guaranteed Obligations. Collectively,

Forward Purchase Contract. A purchase agreement entered into by the Borrower for the fee or leasehold purchase of a retail, office or industrial real estate property to be constructed. Funds from Operations. Net income, computed in accordance with GAAP, excluding minority interests, gains, or losses from debt restructuring and sales of property (inclusive of non-recurring items such as asset sales or property valuation adjustments), plus depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures. Adjustments for unconsolidated partnerships and joint ventures will be calculated to reflect Funds From Operations on the same basis. GAAP: Generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as may be approved by a significant segment of the accounting profession, which are applicable to the circumstances as of any date of determination. Except as may be expressly provided to the contrary herein, all accounting terms used herein shall be interpreted, and all accounting determinations hereunder shall be made, in accordance with GAAP. To the extent any change in GAAP affects any computation or determination required to be made pursuant to this Agreement, such computation or determination shall be made as if such change in GAAP had not occurred, unless Borrower and Majority Lenders agree in writing on an adjustment to said computation or determination to account for such change in GAAP.

Forward Purchase Contract. Borrower shall cause each other Borrower Party which is a party thereto (a) to perform and observe all of its covenants and agreements contained in the Forward Purchase Contract; (b) to enforce each covenant or obligation of the other Borrower Parties under the Forward Purchase Contract; (c) not to sell, assign, pledge, transfer, mortgage, hypothecate or otherwise dispose of (by operation of law or otherwise) or encumber any part of its interest in the Forward Purchase Contract; and (d) not to waive any material default under or breach of any material provisions of the Forward Purchase Contract or waive, fail to enforce, forgive or release any material right, interest or entitlement, howsoever arising, under or in respect of any provisions of the Forward Purchase Contract.