Deemed Sale. In the event that, at closing, a seller of Shares pursuant to this Agreement fails to deliver the certificate(s) evidencing ownership of Shares subject to sale to the Company (properly endorsed and/or with all accompanying documents) as required by Paragraph 3.5(c) and the Company tenders payment of the purchase price as required by such paragraph, the Company may elect to deem, for all purposes, the Shares subject to the sale as having been purchased by the Company at closing, and in the event of such election, the Company's books shall so reflect; provided, however, that, in the event of any such election, upon the delivery by such seller of such certificate(s) (properly endorsed and/or with accompanying documents), the Company shall deliver payment of the purchase price previously tendered for the Shares evidenced by such certificate(s). In all cases, any election by the Company under this Paragraph 3.6 shall be in addition to such other remedies and damages as may be available to the Company under applicable law (including the right to obtain specific performance hereof) and at the Company's sole discretion.
Deemed Sale. Except as otherwise provided in the last paragraph of this Article VI, Section (c)(ii), in the event the Combined Collateral or the CBO REIT Stock Collateral, as the case may be, shall be sold, in a Deemed Sale, such collateral shall thereupon be transferred to the Deemed Sale Entity and all liens and security interests of (or for the benefit of) the Repo Purchaser, the Note A Indenture Trustee and the Note B Indenture Trustee on such assets shall be released and removed in connection with any such sale, and the Repo Purchaser, the Note A Indenture Trustee and the Note B Indenture Trustee shall be deemed to have jointly acquired a beneficial ownership interest in the Combined Collateral or the CBO REIT Stock Collateral, as applicable. Moreover, the net effect of a Deemed Sale of the Combined Collateral or the CBO REIT Stock Collateral, as the case may be, to the Deemed Sale Entity will be that the Combined Collateral or the CBO REIT Stock Collateral, as applicable, shall be transferred to the Deemed Sale Entity free and clear of any and all liens and security interests in favor of (or for the benefit of) the Repo Purchaser, the Note A Indenture Trustee or the Note B Indenture Trustee, but subject to the respective beneficial ownership interests of the Repo Purchaser, the Note A Indenture Trustee and the Note B Indenture Trustee in the Deemed Sale Entity. Upon any subsequent Arm's Length Sale of the Combined Collateral or the CBO REIT Stock Collateral, as applicable, as provided for in this Article VI, Section (d) below, the Combined Collateral Proceeds or the CBO REIT Stock Collateral Proceeds, as the case may be, resulting from such Arm's Length Sale shall be applied first on account of the actual costs of sale of the Combined Collateral or the CBO REIT Stock Collateral, as applicable, and then paid over as follows:
(A) The CBO-1/Nomura Collateral Proceeds shall be paid first to the Note A Indenture Trustee to the extent of any then outstanding obligations on account of the Series A Notes, then to the Note B Indenture Trustee to the extent of any then outstanding obligations on account of the Series B Notes, and then, to the extent that the Repo Obligations are not then paid in full from the CBO-2 Collateral Proceeds, to the Repo Purchaser, until the Repo Obligations have been paid in full, with any then remaining CBO-1/Nomura Collateral Proceeds to be paid to the Indenture Trustees.
(B) The CBO-2 Collateral Proceeds shall be paid first to the Repo Purcha...
Deemed Sale. The Partners agree that the contribution of its Initial and Additional Capital Contributions followed by distribution to Cheniere of up to $5,000,000 shall result in a deemed sale of a portion of the assets contributed by Cheniere as reasonably determined by the General Partner, and such assets shall be treated as property acquired by the Partnership with a basis determined under Section 10.12 of the Code.
Deemed Sale. 21.1 If an event of default as defined in section 8 of the convertible note occurs, the purchaser shall be deemed to have sold the sale shares to the seller for cash at their par value ("the deemed offer purchase consideration") on the day immediately preceding the date upon which the aforementioned event of default occurs ("the deemed sale date").
21.2 As security for the due performance of the purchaser's obligations to the seller in terms of 21.1 above, the purchaser agrees to pledge the sale shares to the seller pursuant to the deed of pledge attached hereto as Appendix E which deed of pledge shall be signed and executed by the purchaser and the seller contemporaneously with this agreement on the basis that the sale shares as pledged shall be delivered in negotiable form to the escrow agent and remain in escrow in terms of this agreement and the escrow agreement for the purchaser as owner and the seller as pledgee.
21.3 All certificates in respect of the sale shares shall remain in the possession of the escrow agent save as expressly otherwise provided in this agreement and the escrow agreement.
21.4 Subject to the provisions of the escrow agreement, the escrow agent may not release the share certificates in respect of the sale shares unless:
21.4.1 a written notice, signed by each of the parties to the agreement addressed to the escrow agent, directs the escrow agent to release the share certificates in respect of the sale shares in negotiable form to the person specified in the notice;
21.4.2 delivery is required to give effect to the terms of this agreement, in which event each of the parties shall be obliged to give the notice referred to in 21.
4.1 to the escrow agent, or unless an order from a court of competent jurisdiction or award from an arbitral authority instructs the escrow agent as to how the sale shares should be disbursed.
21.5 The escrow agent shall be obliged, as provided in 21.4, to release the share certificates in respect of the sale shares in negotiable form to the seller within 10 (ten) business days after the deemed sale date against cash payment of the deemed offer purchase consideration.
Deemed Sale. 19 4.8 Allocation for Gaap and Financial Reporting................................... 19 ARTICLE V DISTRIBUTIONS................................................................ 19
Deemed Sale. For purposes of this Section 2.03, Units shall be deemed to have been sold by the Company when such Units are shipped, in a manner consistent with past practice, to the customer of the Company.
Deemed Sale. 19 4.8 ALLOCATION FOR GAAP AND FINANCIAL REPORTING..........................................................19 ARTICLE V Distributions..........................................................................................19
Deemed Sale. In the event that the CBO-2 Collateral, the Combined Collateral or the CBO REIT Stock Collateral, as applicable, is disposed of by means of a Deemed Sale upon the occurrence of a Disposition Default, wherein the Collateral Agent "credit bids" all or any portion of the then unpaid amount of the Repo Obligations and the then outstanding obligations on account of the Series A Notes and the Series B Notes, the aggregate amount of such obligations so "credit bid" by the Collateral Agent in order to effect the Deemed Sale of the CBO-2 Collateral, the Combined Collateral, or the CBO REIT Stock Collateral, as the case may be, shall be allocated in the following manner among the unpaid Repo Obligations owing to the Repo Purchaser, the outstanding obligations on account of the Series A Notes and the outstanding obligations on account of the Series B Notes, solely for purposes of determining the deficiency claim (or, where applicable, any obligation to account for "surplus value") that each of the Repo Purchaser, the Note A Indenture Trustee and the Note B Indenture Trustee shall then and thereafter have against CMI on account of the Repo Obligations and the outstanding obligations on account of the Series A Notes and the Series B Notes:
(A) CBO-2
Deemed Sale. On the End of CRA Valuation, if all payments made by the CRA hereunder have not been repaid by DEVELOPER together with interest thereon at the Interest Rate, the portion of the Project then owned by DEVELOPER will be valued on a fair market value basis by two (2) MAI independent appraisers with at least ten (10) years’ experience valuing projects similar to the Project, one of which is chosen by the CRA and one of which chosen by the Developer. Should the two (2) values determined by such appraisers be within 7.5 percent, then the average of the two (2) values shall be included in Gross Revenue solely for purposes of the Annual Cash-on-Cost Calculation for such year. Should the difference in values determined by the two appraisers be greater than 7.5 percent, then a third MAI appraiser with at least ten (10) years’ experience valuing projects similar to the Project chosen by the CRA and DEVELOPER will conduct a fair market value appraisal and the average of such third appraiser’s valuation and the valuation determined by the one of the two appraisers described above closest in value to such third appraiser’s valuation shall be determinative for purposes of this section. Within sixty (60) days of the determination pursuant to this section such value (the “Deemed Sales Amount”) the Deemed Sales Amount shall be included in Gross Revenue for purposes of the Annual Cash-on-Cost Calculation and the Developer shall pay the CRA the lesser of fifty percent (50%) of the Deemed Sales Amount or all amounts owed the CRA by the Developer hereunder but only after the Annual Cash-on-Cost Calculation reflecting the Deemed Sales Amount and after taking into account any Cumulative Shortfall has been made. An example of such calculation is illustrated on Attachment B hereto.
Deemed Sale. A Licensed Product is deemed to have been sold by Licensee so that such sale is to be included in the Net Sales, when paid for, or if not paid, 30 days after it has been invoiced or delivered, whichever is the first to occur. Licensee is deemed to have received Sublicensing Revenue at the time the consideration is due from the Sublicensee.
