Allocation of Sale Proceeds Sample Clauses

Allocation of Sale Proceeds. (a) Notwithstanding anything to the contrary contained herein, net proceeds paid or deemed paid in connection with a Sale Event (which shall include the aggregate consideration payable to holders of Units of the Company or received by the Company in connection with any Change of Control), after the full payment to any creditors of the Company and the establishment of reasonable reserves for contingent liabilities of the Company, to the extent required by law or in the Board of Director’s reasonable discretion, shall be allocated and distributed among the Members by treating such proceeds as distributions under Section 8.01(b) hereof, subject to the other provisions of ARTICLE VIII and Section 13.01. For purposes hereof, a “
Sample 1Sample 2
AutoNDA by SimpleDocs
Allocation of Sale Proceeds. (a) Notwithstanding anything to the contrary contained herein, net proceeds paid or deemed paid in connection with a Sale Event (which shall include the aggregate consideration payable to holders of Units of the Company or received by the Company in connection with any Change of Control), after the full payment to any creditors of the Company and the establishment of reasonable reserves for contingent liabilities of the Company, to the extent required by law or in the Board of Managers’ reasonable discretion, shall be allocated among the participating Members by treating such proceeds as distributions under Section ‎8.01(b) hereof, subject to the other provisions of ‎ARTICLE VIII and Section ‎13.01. For purposes hereof, a “Sale Event” means a bona fide, negotiated transaction in which the Company has determined to affect a Change of Control.
Sample 1Sample 2
Allocation of Sale Proceeds. VALIC shall pay into the ACCOUNT proceeds from the sale of the Contracts, less any deductions determined in accordance with the Contracts with the then current prospectus relating to the Contracts. VALIC shall receive the amounts deducted in accordance with the Contracts and then current prospectus.
Sample 1Sample 2
Allocation of Sale Proceeds. If any proposed Transfer under this Section 5.6(e) constitutes a Share Sale, the terms of the purchase and sale agreement entered into with such third party purchaser shall provide that the aggregate consideration from such transfer shall be allocated to the selling Shareholders in accordance with section 2, Exhibit A of the Memorandum and Articles as if (A) such Transfer were a Deemed Liquidation Event, and (B) on the basis the Equity Securities sold by the selling Shareholders in accordance with the purchase and sale agreement are the only Equity Securities outstanding.
Sample 1
Allocation of Sale Proceeds. Pursuant to the Stock Purchase Agreement, Xxxxxx Bros. shall purchase 100 percent of the common stock of the company owned by Xxxxxxxxx Xxxxx and Xxx XX as trustee of the Xxxxx Trusts. The beneficiaries of the Xxxxx Trusts have insisted that Xxx XX, as trustee, demand a greater allocation of the proceeds to the Xxxxx Trusts, than to Xxxxxxxxx, as a condition of entering into this Agreement. Based thereon, Xxx XX and Xxxxxxxxx have agreed to allocate $259.73 in consideration for each share held in the Xxxxx Trusts, and $238.50 in consideration for each share owned by Xxxxxxxxx Xxxxx. Immediately upon entry of the Stipulated Orders, Xxxxxx Bros. shall instruct City National Bank to transfer the Purchase Price (as that term is defined in the Stock Purchase Agreement) by wire transfer or bank transfer as follows: $48,518,055 shall be distributed to Xxxxxxxxx Xxxxx, and $62,442,987.95 shall be distributed to the Xxxxx Trusts as follows: (a) $38,015,381.45 to Trust B of the Children's Trust; (b) $8,356,812.75 to the Xxxxx 1964 Trust; (c) $1,947,975 to the Xxxxx 1969 Trust; (d) $623,352 to the Xxxxx 1995 Trust; (e) $8,356,812.75 to the Xxxxx 1964 Trust; (f) $1,947,975 to the Xxxxx 1969 Trust; (g) $623,352 to the Xxxxx 1972 Trust; (h) $1,947,975 to the Xxxxxxxxx 1969 Trust; and (i) $623,352 to the Xxxxxxxxx 1972 Trust. 1.12
Sample 1
Allocation of Sale Proceeds 
Sample 1

Related to Allocation of Sale Proceeds

  • Application of Sale Proceeds In the event of a sale of Shares, the proceeds shall first be applied to the payment of the expenses of the sale, including brokers' commissions, counsel fees, any taxes or other charges imposed by law upon the Shares or the transfer thereof and all other charges paid or incurred by Pledgee pertaining to the sale; and, second, to satisfy outstanding Obligations, in the order in which Pledgee elects in its sole discretion; and, third, the surplus (if any) shall be paid to Pledgor.

  • Sale Proceeds The proceeds of sale of any new Series of Notes shall be wired to the Collection and Funding Account, and the Indenture Trustee shall disburse such sale proceeds at the direction of the Administrator on behalf of the Issuer, except to the extent such funds are needed to satisfy the Collateral Test. The Administrator on behalf of the Issuer may direct the Issuer to apply such proceeds to reduce pro rata based on Invested Amounts, the VFN Principal Balance of any Classes of Variable Funding Notes, or to redeem any Series of Notes in accordance with Section 13.1. In the absence of any such direction, the proceeds of such sale shall be distributed to the Depositor or at the Depositor’s direction on the Issuance Date for the newly issued Notes. The Administrator shall deliver to the Indenture Trustee a report demonstrating that the release of sale proceeds pursuant to the Issuer’s direction will not cause a failure of the Collateral Test, as a precondition to the Indenture Trustee releasing such proceeds.

  • Distribution of Collateral Proceeds In the event that, following the occurrence and during the continuance of any Event of Default, any monies are received in connection with the enforcement of any of the Loan Documents, or otherwise with respect to the realization upon any of the Collateral or other assets of the Borrower or the Guarantors, such monies shall be distributed for application as follows:

  • Application of Foreclosure Sale Proceeds Mortgagee shall apply the proceeds of any Foreclosure Sale in the following manner:

  • Calculation of Sale Gain or Loss For Shared-Loss Loans that are not Restructured Loans, gain or loss on the sales under Section 4.1 or Section 4.2 will be calculated as the sale price received by the Assuming Institution less the unpaid principal balance of the remaining Shared-Loss Loans. For any Restructured Loan included in the sale gain or loss on sale will be calculated as (a) the sale price received by the Assuming Institution less (b) the net present value of estimated cash flows on the Restructured Loan that was used in the calculation of the related Restructuring Loss plus (c) Loan principal payments collected by the Assuming Institution from the date the Loan was restructured to the date of sale. (See Exhibits 2d(1)-(2) for example calculations).

  • Allocation of Proceeds If an Event of Default shall exist and maturity of any of the Obligations has been accelerated, all payments received by the Agent under any of the Loan Documents, in respect of any principal of or interest on the Obligations or any other amounts payable by the Borrower hereunder or thereunder, shall be applied in the following order and priority:

  • Distribution of Liquidation Proceeds Subject to the terms and conditions hereof, the Administrative Agent shall distribute all Liquidation Proceeds in the order and manner set forth below:

  • Application of Net Liquidation Proceeds For all purposes under this agreement, Net Liquidation Proceeds received from a Servicer shall be allocated first to accrued and unpaid interest on the related Mortgage Loan and then to the unpaid principal balance thereof.

  • Distribution of Proceeds In the event that, following the occurrence and during the continuance of any Event of Default, any monies are received in connection with the enforcement of any of the Loan Documents, or otherwise with respect to the realization upon any of the assets of the Borrower or the Guarantors, such monies shall be distributed for application as follows:

  • Ratable Allocation of Proceeds a. If more than one of the parties sustains a single loss (including a loss sustained before the date hereof) for which recovery is received under the Bond, each such party shall receive that portion of the recovery which is sufficient in amount to indemnify that party in full for the loss sustained by it, unless the recovery is inadequate to fully indemnify all such parties sustaining a single loss.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!