Closing of Sale. (a) On the proposed Termination Date (i) Lessee shall deliver the Airframe and Engines or engines constituting part of the Aircraft to the bidder, if any, which shall have submitted the highest cash bid (net of applicable brokerage commissions) on or before the date ten Business Days prior to such Termination Date, in the same manner as if delivery were made to Lessor pursuant to Section 5 and Annex B and in full compliance with the terms thereof, and shall duly transfer to Lessor title to any such engines not owned by Lessor, all in accordance with the terms of Section 5 and Annex B, and (ii) Lessor shall simultaneously therewith transfer the Airframe and Engines or engines to such bidder, in the manner described in Section 4.5, against cash paid to Lessor in the amount of such highest bid (net of applicable brokerage commissions and all reasonable out-of-pocket fees and expenses incurred by Lessor, Mortgagee and Owner Participant in connection with such sale and the related termination of this Lease (collectively, the "Expenses of Sale")) and in the manner and in funds of the type specified in Section 3.3.
(b) All proceeds of any sale described in Section 9.2.2
(a) (net of the Expenses of Sale) shall be paid to and retained by Lessor and, on such Termination Date, and as a condition precedent to such sale and the delivery of the Aircraft and Engines or engines to such bidder, Lessee shall pay to Lessor, in the manner and in funds of the type specified in Section 3.3:
(i) all unpaid Basic Rent due at any time prior to such Termination Date and all Basic Rent due on such Termination Date to the extent payable in arrears with respect to the Payment Period then ended; plus
(ii) an amount equal to the excess, if any, of the Termination Value for the Aircraft, computed as of such Termination Date, over the proceeds of such sale (net of the Expenses of Sale); plus
(iii) as provided in Section 3.2.2, interest on the amounts specified in the foregoing clause (i) at the Payment Due Rate from and including the date on which any such amount was due to the date of payment of such amount in full. As a further condition precedent to such sale and delivery, Lessee shall pay all Supplemental Rent due by Lessee to Lessor, Mortgagee or the Participants under this Lease (including, without limitation, (A) Supplemental Rent in respect of Make-Whole Amount, if any, payable pursuant to Section 2.10(b) of the Trust Indenture in connection with a prepayment of the Equipment Note...
Closing of Sale. (a) In the event that the Repurchase Right is exercised at the time of a Sale of the Company or other arms length third party transaction involving a valuation of the assets or securities of the Company and its Subsidiaries, for purposes of this Agreement, the “Fair Market Value” of each Executive Preferred Unit shall mean (i) the total consideration that would be received by a holder of such Executive Preferred Unit in such Sale of the Company or (ii) deemed price per Executive Preferred Unit based upon the valuation of the assets or securities of the Company and its Subsidiaries in any other arms length third party transaction. In any other cases, for purposes of this Agreement, “Fair Market Value” of any Executive Preferred Unit shall mean the total consideration that would be received by a holder of such Executive Preferred Unit (without any premium or discount attributable to control, minority interest or lack of liquidity for less than all Executive Preferred Units) upon the sale, as of the date of the Purchase Notice, of all the Company’s issued and outstanding Capital Securities in a single transaction or series of related transactions to a buyer willing to pay the highest purchase price that would be received in a sale conducted by a nationally recognized investment banking firm, which buyer is under no compulsion to buy and the holders of such equity securities are under no compulsion to sell, all parties having reasonable knowledge of all relevant facts, with no minority interest discount being applied and no other discount being applied for any other reason. The Fair Market Value of the Executive Preferred Units shall be that which is negotiated by the Company and the Seller. If the Company and the Seller fail to agree on the Fair market Value within thirty (30) days of the date of the Purchase Notice, then the Company and the Seller shall attempt to agree upon an appraiser to determine the Fair Market Value, which such appraiser shall make such determination within thirty (30) days of the date of such person’s engagement, and such determination shall govern. If the Company and the Seller do not, within such 10 day period, agree as to a single appraiser, or if the appraiser appointed as provided above fails to determine such Fair Market Value within thirty (30) days of the date of such person’s engagement, then each of the Company and the Seller, by notice to the other, shall appoint one appraiser. If either the Company or the Seller shall fail...
Closing of Sale. Closing on the sale of the Offered Shares to the Company shall take place at the principal place of business of the Company ten (10) days after the expiration of the Option Period or at such other place and time as agreed to by the Selling Shareholder and the Company.
Closing of Sale. (1) The Employee or the Representative, if applicable, and/or any Transferee shall sell the relevant Stock at a closing to be held at the principal place of business of Systems on a date which is ninety (90) calendar days after the date any notice exercising an option described in this Section 14 is given; provided, however, that a closing pursuant to a sale under Section 14(a)(1) of this Agreement need not be held prior to the time that all Persons who may give notice to Systems pursuant to such subsection have given such notice and/or have given notice to Systems that they do not intend to exercise the option described in such subsection. At such Closing: (A) Systems shall deliver to the Employee (or the Representative or Transferee, if applicable) a bank cashier's or certified check, or Systems' promissory note (or both, if applicable), in the full amount of the purchase price; and (B) the Employee (or the Representative or Transferee, if applicable) shall deliver to Systems certificates representing the relevant Stock duly endorsed in blank.
(2) Notwithstanding anything to the contrary in this Section 14 of this Agreement, Systems shall not be required to purchase Stock while, and to the extent, such purchase would result in a violation of applicable law or of any contract to which Systems or the Company is a party (including, without limitation, a violation of any covenant with may be contained in any loan agreement in effect from time to time); provided, however, that Systems and the Company will use reasonable efforts to cure or avoid such violation in order to permit such repurchase.
Closing of Sale. The closing of any purchase and sale of Director Shares pursuant to the exercise of a right under this Section 2 (other than transfers made pursuant to Section 2.1 or sales made through the facilities of any securities exchange pursuant to Sections 2.2 and 5) shall be held at the principal offices of the Corporation on a date designated by the purchaser but in any event not later than the last day upon which a purchase is permitted or required to be made. At the closing, the Director Holder selling Shares shall deliver to the purchaser the stock certificates and other instruments representing such Shares, together with stock powers and other instruments transferring such Shares, duly endorsed for transfer and free and clear of all claims, liens, encumbrances and security interests, and the purchaser shall deliver to the Director Holder the consideration payable upon closing.
Closing of Sale. The closing of the sale of the Offered Interest to the Electing Purchasers shall take place at the principal place of business of the Company thirty (30) days after the end of (i) the Option Period (or, if such day is not a Business Day, the following Business Day), or (ii) such longer period as may be required to complete the appraisal under Section 5.9, or at such other place and time as agreed to by the Selling Holder and the Electing Purchaser.
Closing of Sale. (a) On the Termination Date (1) Lessee shall deliver the Airframe and Engines or engines constituting part of the Aircraft to the bidder (if any) who shall have submitted the highest cash bid on or before the date ten Business Days before such Termination Date, in the same manner as if delivery were made to Lessor pursuant to ss. 5 and Annex B and in full compliance with the terms thereof, and shall duly transfer tO Lessor title to any such engines not owned by Lessor, all in accordance with the terms of ss. 5 and Annex B, anD (2) Lessor shall simultaneously therewith transfer the Airframe and Engines or engines to such bidder, in the manner described in ss. 4.5, against cash paid to Lessor in the amount of such highest bid and in the manner and iN funds of the type specified in ss. 3.3.
(b) All proceeds of any sale described in ss.
Closing of Sale. Each holder of Purchaser Shares electing to participate in a sale described in any Notice of Sale shall deliver to the purchaser specified in such Notice of Sale, against payment of the total purchase price for the Issuable Shares to be purchased (at the price per share specified in such Notice of Sale), on the closing date specified in such Notice of Sale, a certificate or certificates representing the number of Issuable Shares which it has elected to sell (net of any reduction pursuant to Section 1.4), together with appropriate instruments of transfer duly endorsed in blank.
Closing of Sale. The purchase and sale contemplated herein shall close (herein referred to as the "Closing") at the office of the Title Insurer, or as otherwise mutually agreed, on a date selected by Seller, which date (the "Closing Date") shall not be earlier than the date which is fifteen (15) days after the expiration of the Review Period nor more than thirty (30) days after expiration of the Review Period, time being of the essence. At Closing, Seller will deliver to Purchaser a Special Warranty Deed ("Deed") in the form of Schedule 8.6.1 and other closing documents required hereunder and Purchaser will cause payment of the Purchase Price to be made to Seller by wire transfer. The sale (payment of the Purchase Price and delivery of the Deed) may, at Purchaser's option to be exercised by notice to Seller at least five (5) days prior to the Closing Date, be closed through escrow with the Title Insurer in accordance with the general provisions of the usual form of escrow agreement used in similar transactions by such Title Insurer with special provisions inserted (i) as may be required to conform with this Agreement and (ii) to close on a so-called "New York Style" basis.
Closing of Sale. (1) The Employee or the Representative, if applicable, shall sell the relevant Stock at a closing to be held at the principal place of business of Systems on a date which is ninety (90) calendar days after the date any notice exercising an option described in this Section 14 is given. At such Closing: (A) Systems shall deliver to the Employee (or the Representative, if applicable) a bank cashier's or certified check, and Systems' promissory note, in the full amount of the purchase price; and (ii) the Employee or the Representative, if applicable, shall deliver to Systems certificates representing the relevant Stock duly endorsed in blank.
(2) Notwithstanding anything to the contrary in this Section 14 of this Agreement, Systems shall not be required to purchase Stock while, and to the extent, such purchase would result in a violation of applicable law or of any contract to which Systems or the Company is a party (including, without limitation, a violation of any covenant which may be contained in any loan agreement in effect from time to time); provided, however, that Systems or the Company will use reasonable efforts to cure or avoid such violation in order to permit such repurchase.
