Payment of the Put Price Clause Samples

Payment of the Put Price. The amount in cash payable to a ------------------------- Unitholder in respect of each whole Unit purchased pursuant to the Liquidity Put shall be equal to the (i) Put Price less (ii) the Per Unit Liabilities Amount less (iii) any taxes required to be withheld under applicable law. A pro rata portion of the foregoing amount will be paid in respect of each fraction of a Unit purchased pursuant to the Liquidity Put. Such amount shall be paid to each Unitholder of Units purchased pursuant to the Liquidity Put on the applicable Liquidity Put Settlement Date, at the election of the Unitholder and at the expense of SFOG Acquisition A or SFOG Acquisition B, by cashier's or certified check or by wire transfer to an account specified by the Unitholder in the Notice of Election to Exercise submitted by such Unitholder. If payment is made by cashier's or certified check, such check shall be sent by overnight courier for delivery by not later than 10:30 a.m. local time at the address of the payee specified by the Unitholder in the Notice of Election to Exercise on the applicable Liquidity Put Settlement Date and insured for the full amount of the check. The Liquidity Put paying agent, if one is used, shall be a bank or trust company or other responsible agent specified by SFOG Acquisition A or SFOG Acquisition B. In addition, if by May 1 of a year in which a Liquidity Put Settlement Date occurs, Flags has not been paid in full any of the Minimum Amount, any Percentage Distribution or Base Rent (and any interest or Default Interest) that is payable in respect of the prior year, then: (i) there shall be added to the Put Price and paid by SFOG Acquisition A and/or SFOG Acquisition B, as applicable, for each Unit or a fraction thereof then being purchased pursuant to the Liquidity Put, the amount, if any (the "Additional Amount"), that the Unitholder thereof would have, but has not, received prior to the Liquidity Put Settlement Date if, prior to the Liquidity Put Settlement Date, the Minimum Amount, Percentage Distribution, Base Rent, interest and/or Default Interest to the Liquidity Put Settlement Date, as applicable, for the prior year had been (x) paid in full to Flags, (y) distributed by Flags to its partners in accordance with the Flags Limited Liability Company Operating Agreement and (z) distributed by Fund to its partners in accordance with the Second Amended and Restated Fund Limited Partnership Agreement; and (ii) the Additional Amount, when actually distribut...
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Payment of the Put Price. The transaction contemplated by the Put Notice and the Put Price shall be paid and satisfied by delivery of a certified cheque payable to First Ontario within 60 days of the date of the delivery of the Put Notice (the "Put Closing Date"); provided that if the sole event giving rise to First Ontario's right to deliver the Put Notice is the death of Davi▇ ▇. ▇▇▇▇▇▇▇, ▇▇e Put Closing Date shall be the date which is on or before the 90th day following delivery of the Put Notice.
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Related to Payment of the Put Price

  • Payment of the Purchase Price The Purchase Price shall be paid as follows: (a) A deposit of TWO HUNDRED THOUSAND DOLLARS ($200,000.00) (the “Deposit”) shall be paid by Purchaser to Commonwealth Land Title Insurance Company, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, as escrow agent (the “Escrow Agent”), within five (5) business days after the Effective Date (as defined herein), which at Purchaser’s option may be by certified or bank cashier’s check or by wire transfer. For purposes of this Agreement, “Effective Date” shall mean the date on which Purchaser and all of the Whitehall Sellers and GMH Sellers have executed this Agreement. The Deposit shall remain applicable to the Purchase Price and shall become non-refundable to Purchaser except as may otherwise be provided in accordance with the terms and provisions hereof. The Deposit shall be held in escrow until the Closing (defined below), at which time the Deposit shall be allocated amongst the Whitehall Sellers and GMH Sellers in accordance with their Percentage Interests, as a credit against the Purchase Price, or may be sooner released in accordance with the terms hereof. Escrow Agent shall be authorized, at Purchaser’s option, to invest the Deposit in an interest-bearing account in the name of Escrow Agent in such commercial bank as it deems appropriate. All interest or other earnings on the Deposit shall become a part of the Deposit and be disbursed to the party entitled to the Deposit pursuant to the terms and provisions hereof, and (b) The balance of the Purchase Price shall be paid by Purchaser to the Whitehall Sellers, in cash, and GMH Sellers, in cash and/or operating units, in accordance with their Percentage Interests by wire transfer funds, or issuance of operating units, at Closing, to such account or accounts as directed by the Whitehall Sellers and GMH Sellers, as applicable, in writing.

  • Allocation of the Purchase Price (a) Within ninety (90) days after the final determination of the Final Purchase Price pursuant to Section 2.5, the Sellers will provide the Buyer with a statement (or statements) (the “Asset Acquisition Statement”) with the Sellers’ proposed allocation of the Final Purchase Price (plus any other amounts, including Assumed Liabilities, to the extent properly taken into account as consideration for applicable Tax purposes) among the Transferred Assets and, if applicable, the Ancillary Agreements and any other rights transferred hereunder or thereunder in accordance with Section 1060 of the Code (and any other applicable state, local or non-U.S. Law). The Buyer may, within thirty (30) days after receiving such Asset Acquisition Statement, propose to the Sellers in writing any changes to such Asset Acquisition Statement that are consistent with applicable Law (the “Allocation Notice of Objection”), and if the Buyer does not deliver such a Notice of Objection within such period, the Buyer shall be deemed to have accepted such proposed Asset Acquisition Statement and it shall become final and binding on the Parties. If the Buyer delivers a Notice of Objection, then the Buyer and the Sellers will endeavor in good faith to resolve any differences with respect to the Asset Acquisition Statement within thirty (30) days after the Sellers’ receipt of the Notice of Objection. If the Buyer and the Sellers are unable to resolve such differences, the matters in dispute shall be resolved by the Accounting Firm, which determination by such Accounting Firm shall be consistent with this Agreement. The fees, costs and expenses of the Accounting Firm shall be borne by the Buyer and the Sellers in inverse proportion as they may prevail on matters resolved by the Accounting Firm, which proportionate allocations also shall be determined by the Accounting Firm at the time the determination of the Accounting Firm is rendered. (b) The Buyer and the Sellers agree that they shall each (and shall cause their respective Affiliates to) file all Tax Returns (including amended returns and claims for refunds) and information reports in a manner consistent with the Asset Acquisition Statement (as finalized pursuant to Section 2.6(a))); provided that nothing contained in this Section 2.6(b) shall prevent any Party (or their Affiliates) from settling, or require any of them to litigate any challenge, proposed deficiency, adjustment or other similar proceeding by any Governmental Authority with respect to the Asset Acquisition Statement. Upon any adjustment to the Purchase Price in connection with an indemnification claim made pursuant to Article 13, the allocation described in the Asset Acquisition Statement (as finalized pursuant to Section 2.6(a)) shall be subject to adjustment in a manner consistent with Section 2.6(a).

  • Payment of the balance Within sixty days of completion of the tasks referred to in each order or specific contract, the Contractor shall submit to the Agency a formal request for payment accompanied by those of the following documents, which are provided for in the Special Conditions: ➢ a final technical report in accordance with the instructions laid down in Annex I; ➢ the relevant invoices indicating the reference number of the Contract and of the order or specific contract to which they refer;

  • Payment of the Redemption Price Without limiting the Company’s obligation to deposit the Redemption Price by the time proscribed by Section 3.01(B), the Company will cause the Redemption Price for a Note (or portion thereof) subject to Redemption to be paid to the Holder thereof on or before the applicable Redemption Date. For the avoidance of doubt, interest payable pursuant to the proviso to Section 4.03(E) on any Note (or portion thereof) subject to Redemption must be paid pursuant to such proviso.

  • Adjustments to the Purchase Price (a) To determine the Adjusted Purchase Price in accordance in accordance with Section 3.5, the Preliminary Purchase Price shall be reduced or increased (subject to the limitations provided below), as applicable, by the aggregate amount, if any, by which the Adjusted Net Working Capital (as defined below) of the Companies as of the close of business on the Closing Date and immediately prior to the Dissolution is less than or greater than $3,183,257. For purposes of this Agreement, the term "Adjusted Net Working Capital" means (i) the sum of ---------------------------- (A) cash, (B) accounts receivable, net of allowance for doubtful accounts, (C) prepaid expenses, and (D) other current assets, less (ii) the sum of (A) accounts payable, (B) accrued expenses, and (C) income tax payable, each component of which will be calculated using the same methodology as was used in preparing the combined consolidating balance sheets of the Companies as of March 31, 1998 in the offering memorandum provided to Seller in connection with the Stock Purchase Agreement, with certain agreed upon adjustments. For the purposes of this calculation, amounts relating to gains on the sale or other disposition of assets after December 31, 1998 (whether reflected on the balance sheets of the Companies as an increase in cash or other assets, or a decrease in liabilities, or otherwise) shall be excluded and an amount equal thereto shall be deducted in calculating Adjusted Net Working Capital. Notwithstanding the foregoing, Buyer shall be credited, as a reduction in the Adjusted Purchase Price, with the positive amount, if any, equal to (i) (A) the amount of Adjusted Net Working Capital on the Closing Date, (B) plus an amount equal to any employee bonuses paid by the Companies after March 31, 1999, (C) plus an amount equal to any payments or charges after March 31, 1999 for attorneys' fees and expenses, accountants' fees and expenses and investment bankers' fees and expenses, including without limitation relating to the Stock Purchase Agreement, this Agreement, the transactions contemplated hereby and thereby and the settlement of the matter described in Schedule 4.14, item 7, and, without ------------- limitation, any other payments, expenses or charges not in the ordinary course of business or extraordinary in nature after ▇▇▇▇▇ ▇▇, ▇▇▇▇, (▇) plus an amount equal to the principal portion of any payments of Indebtedness after March 31, 1999, and (E) minus an amount equal to any increase in Adjusted Net Working Capital resulting from the payment after March 31, 1999 of the receivable from Safety Shorts, Inc. previously thought to be uncollectible, minus (ii) the amount of Adjusted Net Working Capital on March 31, 1999. The purpose of the foregoing sentence is to place the parties in the same economic position as if the Closing had occurred on March 31, 1999.