Distribution of Certain Cash Sample Clauses

Distribution of Certain Cash. Notwithstanding anything to the contrary contained herein, the parties acknowledge that prior to Closing, Seller and Sunrise shall continue to cause Joint Venture to make distributions of Net Operating Cash Flow (as defined in the Venture Agreement) to Seller and Sunrise in accordance with and subject to the provisions of the Venture Agreement. All provisions of the Venture Agreement allocating profits, losses, gains, deductions and credits for tax purposes shall remain in effect until the Closing Date.
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Distribution of Certain Cash. Notwithstanding anything to the contrary contained herein, the parties acknowledge that (x) prior to Closing, Purchaser shall continue to cause Joint Venture to make distributions of Distributable Cash (as defined in the Venture Agreement) to Seller in accordance with and subject to the provisions of the Venture Agreement and (y) at Closing, Purchaser shall cause Joint Venture to make a distribution of Distributable Cash to Seller in accordance with the provisions of the Venture Agreement with respect to the period from (a) the last period for which Distributable Cash was distributed prior to the Closing Date through (b) the Closing Date, as reasonably estimated by Purchaser (the “Closing Distribution Period”). Within sixty (60) days after the Closing Date, Purchaser shall deliver to Seller a statement, which shall be subject to the reasonable approval of Seller, showing the actual Distributable Cash for the Closing Distribution Period (and for any other period which has not been reconciled in accordance with Section 5.2.2 of the Venture Agreement) and to the extent the calculation of the distribution referenced in the previous sentence was in error, the party in whose favor such error was made shall pay such difference to the other party promptly (but in no event more than five (5) days) after such statement is provided and approved by Seller in its reasonable discretion, and this sentence shall survive the Closing. Seventy-five percent (75%) of all other cash and working capital held by any of the Venture, the Facility Owners, the Operating Tenant or the Operating Subtenants and the entities in which they own direct or indirect interests (whether on hand or in bank accounts) shall be paid over to Seller on the Closing Date (and the Purchase Price shall be increased by 75% of any such amounts that are restricted or otherwise unable to be distributed as of the Closing Date).
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Distribution of Certain Cash. Notwithstanding anything to the contrary contained herein, the parties acknowledge and agree that Seller shall be entitled to receive a final distribution of Operating Cash Flow (as defined in the Venture Agreement) for any period prior to Closing for which the Joint Venture did not previously make such distribution to Seller. To the extent reasonably possible, Seller and Purchaser shall cause the Joint Venture to make such final distribution of Operating Cash Flow to Seller on the Closing Date; provided, however, if it is not reasonably possible to calculate or distribute such Operating Cash Flow to Seller on the Closing Date, Purchaser shall cause the Joint Venture to make such final distribution to Seller after Closing as soon as reasonably possible after the Closing Date (in no event later than thirty (30) days after the Closing Date). Purchaser’s obligation to cause the Company to make such final distribution to Seller shall survive Closing. All provisions of the Venture Agreement allocating profits, losses, gains, deductions and credits for tax purposes shall remain in effect until the Closing Date. Payment of distributions will be subject to applicable state tax withholding unless Seller has executed and delivered to Purchaser a Form NC-NPA (39) at or prior to Closing.
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Related to Distribution of Certain Cash

  • Allocation of Certain Expenses Each Shareholder will, at the discretion of the Trustees, indemnify the Trust against all expenses and losses resulting from indebtedness incurred in connection with facilitating (i) requests pending receipt of the collected funds from investments sold on the date of such Shareholder’s redemption request; (ii) redemption requests from such Shareholder who has also notified the Trust of its intention to deposit funds in its accounts on the date of said redemption request; or (iii) the purchase of investments pending receipt of collected funds from such Shareholder who has notified the Trust of its intention to deposit funds in its accounts on the date of the purchase of the investments.

  • Application of Certain Payments Each payment of principal shall be applied to such Loans as the Company shall direct by notice to be received by the Agent on or before the date of such payment or, in the absence of such notice, as the Agent shall determine in its discretion. Concurrently with each remittance to any Bank of its share of any such payment, the Agent shall advise such Bank as to the application of such payment.

  • Allocation of Certain Taxes (a) If the Surviving Corporation or the Company is permitted, but not required, under applicable foreign, state or local Tax laws to treat the Closing Date as the last day of a taxable period, such day shall be treated as the last day of a taxable period.

  • Retention of Certificates Any certificates representing unvested Shares shall be held by the Company. If unvested Shares are held in book entry form, the undersigned agrees that the Company may give stop transfer instructions to the depository to ensure compliance with the provisions hereof.

  • PAYMENT OF CERTAIN TAXES UPON CONVERSION Except as provided in the next sentence, the Company will pay any and all taxes that may be payable in respect of the issue or delivery of shares of its Common Stock on conversion of Securities pursuant hereto. The Company shall not, however, be required to pay any tax which may be payable in respect of any transfer involved in the issue and delivery of shares of its Common Stock in a name other than that of the Holder of the Security or Securities to be converted, and no such issue or delivery shall be made unless and until the person requesting such issue has paid to the Company the amount of any such tax, or has established, to the satisfaction of the Company, that such tax has been paid.

  • Treatment of Certain Payments Subject to the terms of any applicable Intercreditor Agreement, any amount received by the Administrative Agent or the Collateral Agent from any Loan Party (or from proceeds of any Collateral) following any acceleration of the Obligations under this Agreement or any Event of Default with respect to the Borrower under Section 7.01(h) or (i), in each case that is continuing, shall be applied: (i) first, ratably, to pay any fees, indemnities or expense reimbursements then due to the Administrative Agent or the Collateral Agent from the Borrower (other than in connection with any Secured Cash Management Agreement or Secured Hedge Agreement), (ii) second, towards payment of interest and fees then due from the Borrower hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, (iii) third, towards payment of principal of Swingline Loans and unreimbursed L/C Disbursements then due from the Borrower hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal and unreimbursed L/C Disbursements then due to such parties, (iv) fourth, towards payment of other Obligations (including Obligations of the Loan Parties owing under or in respect of any Secured Cash Management Agreement or Secured Hedge Agreement) then due from the Borrower hereunder, ratably among the parties entitled thereto in accordance with the amounts of such Obligations then due to such parties and (v) last, the balance, if any, after all of the Obligations have been paid in full, to the Borrower or as otherwise required by Requirements of Law.

  • Cancellation of Certain Shares Each share of Company Common Stock held by Parent, Merger Sub, any wholly-owned subsidiary of Parent or Merger Sub, in the treasury of the Company or by any wholly-owned subsidiary of the Company immediately prior to the Effective Time shall be canceled and extinguished without any conversion thereof and no payment shall be made with respect thereto.

  • Notification of Certain Events Prior to the expiration of this Warrant pursuant to Section 8, in the event that the Company shall authorize:

  • Payment of Certain Expenses The Bank covenants and agrees with each Agent that the Bank will pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Bank’s counsel and accountants in connection with the registration of the Securities under the Act and all other expenses in connection with the preparation, printing and filing of the Registration Statement, the Program Prospectus, any Preliminary Prospectus, the Prospectus, any Pricing Supplements, any Issuer Free Writing Prospectus, any Time of Sale Information and all other amendments and supplements thereto and the mailing and delivering of copies thereof to such Agent; (ii) the cost of printing or producing this Agreement, any Terms Agreement, any Indenture, any blue sky memorandum, closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Securities; (iii) all expenses in connection with the qualification of the Securities for offering and sale under state securities laws as provided in Section 5(b) hereof, including the fees and disbursements of counsel for the Agents in connection with such qualification and in connection with the Blue Sky Memorandum; (iv) any fees charged by securities rating services for rating the Securities; (v) any filing fees incident to, and the fees and disbursements of counsel for the Agents in connection with, any required review by the National Association of Securities Dealers, Inc. of the terms of the sale of the Securities; (vi) the cost of preparing the Securities; (vii) the fees and expenses of the Trustee and any agent of the Trustee and any transfer or paying agent of the Bank and the fees and disbursements of counsel for the Trustee or such agent in connection with the Indenture and the Securities; and (viii) all other costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section. It is understood, however, that, except as provided in this Section, and Section 8 hereof, the Agents will pay all of their own costs and expenses, including the fees of their counsel, transfer taxes on resale of any of the Securities by them, and any advertising expenses connected with any offers they may make; provided, however, that the reasonable fees and disbursements of the Agents’ counsel for the establishment of this Series shall be paid by the Bank.

  • Designation of Certificates Designation of Startup Day and Latest Possible Maturity Date................................ Section 2.06 Optional Substitution of Mortgage Loans...........................

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