DISPOSITION OF EARNXXX XXXEY Sample Clauses

DISPOSITION OF EARNXXX XXXEY. The Earnxxx Xxxey shall be applied as a credit to the Purchase Price at Closing. However, if Purchaser elects to terminate this Agreement prior to the expiration of the Inspection Period pursuant to Section 4.5, Escrow Agent shall pay the entire Earnxxx Xxxey to Purchaser one (1) business day following receipt of the Due Diligence Termination Notice from Purchaser (as long as the current investment can be liquidated and disbursed in one (1) business day). No notice to Escrow Agent from Seller shall be required for the release of the Earnxxx Xxxey to Purchaser by Escrow Agent if Purchaser terminates this Agreement pursuant to Section 4.5. In the event of a termination of this Agreement by either 6 7 Seller or Purchaser for any reason other than pursuant to Section 4.5, Escrow Agent is authorized to deliver the Earnxxx Xxxey to the party hereto entitled to same pursuant to the terms hereof on or before the tenth (10th) business day following receipt by Escrow Agent and the non-terminating party of written notice of such termination from the terminating party, unless the other party hereto notifies Escrow Agent that it disputes the right of the other party to receive the Earnxxx Xxxey. In such event, Escrow Agent may interplead the Earnxxx Xxxey into a court of competent jurisdiction in the county in which the Earnxxx Xxxey has been deposited. All attorneys' fees and costs and Escrow Agent's costs and expenses incurred in connection with such interpleader shall be assessed against the party that is not awarded the Earnxxx Xxxey, or if the Earnxxx Xxxey is distributed in part to both parties, then in the inverse proportion of such distribution.
Sample 1
AutoNDA by SimpleDocs
DISPOSITION OF EARNXXX XXXEY. The Earnxxx Xxxey shall be applied as a credit to the Purchase Price at Closing. However, if Purchaser has not delivered the Acceptance Notice to Seller prior to the expiration of the Inspection Period pursuant to Section 4.4, Escrow Agent shall pay the entire
Sample 1
DISPOSITION OF EARNXXX XXXEY. In the event that the transactions contemplated hereunder are not consummated due to a breach by Buyer, the Earnxxx Xxxey shall be paid to Seller as liquidated damages as contemplated in Section 14(b), provided that Seller is not in default and has otherwise complied with its obligations under this Agreement and the conditions to Buyer's obligations to consummate the sale of the Stations' Assets as set forth in Section 8 shall have been satisfied (other than conditions which have not been satisfied as a result of a material breach by 38 39 Buyer of its obligations hereunder). If the transactions contemplated hereunder are not consummated for any other reason or reasons, the Earnxxx Xxxey shall be paid to Buyer promptly upon Buyer's demand.
Sample 1
DISPOSITION OF EARNXXX XXXEY. The Earnxxx Xxxey shall not be applied as a credit to the Purchase Price at Closing, but shall be returned to Purchaser at Closing. In the event of a termination of this Agreement by either Seller or Purchaser for any reason, Escrow Agent is authorized to deliver the Earnxxx Xxxey to the party hereto entitled to same pursuant to the terms hereof on or before the tenth (10th) business day following receipt by Escrow Agent and the non-terminating party of written notice of such termination from the terminating party, unless the other party hereto notifies Escrow Agent that it disputes the right of the other party to receive the Earnxxx Xxxey. In such event, Escrow Agent may interplead the Earnxxx Xxxey into a court of competent jurisdiction in the county in which the Earnxxx Money has been deposited. All attorneys' fees and costs and Escrow Agent's costs and expenses incurred in connection with such interpleader shall be assessed against the party against whom judgment is rendered in the action, or if judgment is rendered in part against both parties, then in the proportions the court determines.
Sample 1
DISPOSITION OF EARNXXX XXXEY. IN THE EVENT OF A TERMINATION OF THIS AGREEMENT BY EITHER SELLER OR PURCHASER PURSUANT TO EITHER PARAGRAPH 14.1 OR PARAGRAPH 14.2, PURCHASER SHALL DELIVER THE INSPECTION DOCUMENTS TO SELLER AND THEREAFTER TITLE COMPANY SHALL DELIVER THE EARNXXX XXXEY TO THE PARTY ENTITLED TO SAME PURSUANT TO THE TERMS HEREOF ON OR BEFORE THE TENTH (10TH) BUSINESS DAY FOLLOWING DELIVERY OF WRITTEN INSTRUCTIONS ("DISBURSEMENT INSTRUCTIONS") TO THE TITLE COMPANY AND THE PARTY NOT SENDING THE DISBURSEMENT INSTRUCTIONS, UNLESS ON OR BEFORE SAID TENTH (10TH) BUSINESS DAY AFTER DELIVERY OF THE DISBURSEMENT INSTRUCTIONS THE PARTY NOT SENDING THE DISBURSEMENT INSTRUCTIONS DELIVERS TO THE TITLE COMPANY WRITTEN NOTICE THAT IT DISPUTES THE RIGHT OF THE PARTY DELIVERING THE DISBURSEMENT INSTRUCTIONS TO RECEIVE THE EARNXXX XXXEY. IN SUCH EVENT THE TITLE COMPANY SHALL INTERPLEAD THE EARNXXX XXXEY INTO A COURT OF COMPETENT JURISDICTION IN TARRANT COUNTY, TEXAS. ALL ATTORNEYS' FEES AND COSTS AND TITLE COMPANY'S COSTS AND EXPENSES INCURRED IN CONNECTION WITH SUCH INTERPLEADER SHALL BE ASSESSED AGAINST THE PARTY WHICH IS NOT AWARDED THE EARNXXX XXXEY OR IF THE EARNXXX XXXEY IS DISTRIBUTED IN PART TO BOTH PARTIES, THEN IN INVERSE PROPORTION OF SUCH DISTRIBUTION. NOTWITHSTANDING THE FOREGOING, IF SELLER IS ENTITLED TO RECEIVE THE EARNXXX XXXEY, IT MAY WAIVE THE REQUIREMENT THAT PURCHASER DELIVER THE INSPECTION DOCUMENTS BEFORE DISBURSEMENT OF THE EARNXXX XXXEY. FOLLOWING THE DELIVERY OF THE EARNXXX XXXEY TO THE APPROPRIATE PARTY, EXCEPT AS PROVIDED IN THIS PARAGRAPH 14 NEITHER PARTY SHALL HAVE ANY FURTHER RIGHTS OR OBLIGATIONS PURSUANT TO THE TERMS OF THIS AGREEMENT. NO TERMINATION PURSUANT TO PARAGRAPH 14.1 OR 14.2 SHALL TERMINATE THE PURCHASER'S INSPECTIONS OBLIGATIONS, THE CONFIDENTIALITY OBLIGATIONS OR THE OBLIGATIONS OF THE PARTIES PURSUANT TO PARAGRAPH 12.
Sample 1

Related to DISPOSITION OF EARNXXX XXXEY

  • Application of Earnings Each Borrower undertakes with the Lenders that money from time to time credited to, or for the time being standing to the credit of, its Earnings Account shall, unless and until an Event of Default shall have occurred (whereupon the provisions of Clause 17.1 shall be and become applicable), be available for application in the following manner:

  • Earnxxx Xxxey Within two (2) business days after final execution of this Contract by all parties hereto, Purchaser shall deliver Purchaser's check in the amount of Twenty-Five Thousand and No/100 Dollars ($25,000.00) to Safeco Land Title of Dallas, 5220 Renaissance Tower, 1201 Xxx Xxxxxx, Xxxxxx, Xxxxx 00000, Xxtn: Bobbxx Xxxxx (xxe "Title Company"). The Title Company shall immediately cash the earnxxx xxxey check and deposit the proceeds thereof in an interest bearing account, the earnings from which shall accrue to the benefit of Purchaser (hereinafter the proceeds of the earnxxx xxxey check shall be referred to as the "earnxxx xxxey"). If Purchaser does not terminate this Contract during the Inspection Period (as defined in Article VI hereinbelow), then, within two (2) business days after the expiration of the Inspection Period, Purchaser will deposit with the Title Company the additional sum of Seventy-Five Thousand and No/100 Dollars ($75,000.00) in cash, which sum shall be added to and become a part of the earnxxx xxxey. Upon receipt of the second earnxxx xxxey deposit from Purchaser, the Title Company shall immediately disburse the entire $100,000.00 earnxxx xxxey deposit to Seller; upon such disbursement the $100,000.00 earnxxx xxxey deposit shall be non-refundable to the Purchaser except in the event of a default by Seller hereunder, but, if this Contract closes, then the entire $100,000.00 earnxxx xxxey deposit shall be applied in partial satisfaction of the purchase price payable at closing. In the event that this Contract is not closed, then the earnxxx xxxey shall be disbursed in the manner provided for elsewhere herein. Notwithstanding the foregoing or anything to the contrary contained elsewhere in this Contract, it is understood and agreed that One Hundred Dollars ($100.00) of the earnxxx xxxey shall in all events be delivered to Seller as valuable consideration for the Inspection Period described in Article VI hereinbelow and the execution of this Contract by Seller.

  • Distribution of Net Cash Flow Net Cash Flow shall be distributed among the Partners in accordance with their Partnership Percentages at such times and in such amounts as shall be determined by the General Partner.

  • Payment of Sales, Use or Similar Taxes All sales, use, transfer, intangible, recordation, documentary stamp or similar Taxes or charges, of any nature whatsoever, applicable to, or resulting from, the transactions contemplated by this Agreement shall be borne by the Sellers.

  • Payment of Earnings The Borrower undertakes with each Creditor Party to ensure that throughout the Security Period (subject only to provisions of the relevant General Assignment), all the Earnings of each Ship are paid to the Earnings Account for that Ship.

  • Minimum Consolidated EBITDA The Borrower will not permit Modified Consolidated EBITDA, for any Test Period ending at the end of any fiscal quarter of the Borrower set forth below, to be less than the amount set forth opposite such fiscal quarter: Fiscal Quarter Amount September 30, 1997 $36,000,000 December 31, 1997 $36,000,000 March 31, 1998 $36,000,000 June 30, 1998 $37,000,000 September 30, 1998 $37,000,000 December 31, 1998 $38,000,000 March 31, 1999 $38,000,000 June 30, 1999 $39,000,000 September 30, 1999 $40,000,000 December 31, 1999 $41,000,000 March 31, 2000 $41,000,000 June 30, 2000 $42,000,000 September 30, 2000 $43,000,000 December 31, 2000 $44,000,000 March 31, 2001 $44,000,000 June 30, 2001 $45,000,000 September 30, 2001 $46,000,000 December 31, 2001 $47,000,000 March 31, 2002 $47,000,000

  • Minimum Consolidated Fixed Charge Coverage Ratio Borrower shall not permit the Consolidated Fixed Charge Coverage Ratio, determined as at the end of each fiscal quarter, commencing with the fiscal quarter ending June 30, 2019, to be less than 1.00 to 1.00.

  • Excess Cash Flow No later than ten (10) Business Days after the date on which the financial statements with respect to each fiscal year of Holdings ending on or after December 31, 2019 in which an Excess Cash Flow Period occurs are required to be delivered pursuant to Section 5.01(a) (each such date, an “ECF Payment Date”), the Borrower shall, if and to the extent Excess Cash Flow for such Excess Cash Flow Period exceeds $1,375,000, make prepayments of Term Loans in accordance with Section 2.10(h) and (i) in an aggregate amount equal to (A) the Applicable ECF Percentage of Excess Cash Flow for the Excess Cash Flow Period then ended (for the avoidance of doubt, including the $1,375,000 floor referenced above) (B) minus $1,375,000 minus (C) at the option of the Borrower, the aggregate principal amount of (x) any Term Loans, Incremental Term Loans, Revolving Loans or Incremental Revolving Loans (or, in each case, any Credit Agreement Refinancing Indebtedness in respect thereof), in each case prepaid pursuant to Section 2.10(a), Section 2.16(b)(B) or Section 10.02(e)(i) (or pursuant to the corresponding provisions of the documentation governing any such Credit Agreement Refinancing Indebtedness) (in the case of any prepayment of Revolving Loans and/or Incremental Revolving Loans, solely to the extent accompanied by a corresponding permanent reduction in the Revolving Commitment), during the applicable Excess Cash Flow Period (or, at the option of the Borrower and without duplication, after such Excess Cash Flow Period and prior to such ECF Payment Date) and (y) the amount of any reduction in the outstanding amount of any Term Loans or Incremental Term Loans resulting from any assignment made in accordance with Section 10.04(b)(vii) of this Agreement (or the corresponding provisions of any Credit Agreement Refinancing Indebtedness issued in exchange therefor), during the applicable Excess Cash Flow Period (or, at the option of the Borrower and without duplication, after such Excess Cash Flow Period and prior to such ECF Payment Date), and in the case of all such prepayments or buybacks, to the extent that (1) such prepayments or buybacks were financed with sources other than the proceeds of long-term Indebtedness (other than revolving Indebtedness to the extent intended to be repaid from operating cash flow) of Holdings or its Restricted Subsidiaries and (2) such prepayment or buybacks did not reduce the amount required to be prepaid pursuant to this Section 2.10(f) in any prior Excess Cash Flow Period (such payment, the “ECF Payment Amount”).

  • Treatment of Each Installment as a Separate Payment For purposes of applying the provisions of Section 409A to this Agreement, each separately identified amount to which the Executive is entitled under this Agreement shall be treated as a separate payment. In addition, to the extent permissible under Section 409A, any series of installment payments under this Agreement shall be treated as a right to a series of separate payments.

  • Compensation of Xxxxx Xxxxx For the services, payments and facilities to be furnished hereunder by Xxxxx Xxxxx, Xxxxx Xxxxx shall be entitled to receive from the Trust the compensation described on Appendix A hereto.

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