Exchange Amount Sample Clauses

Exchange Amount. The value of the Purchase Rights and the Development Rights (the "EXCHANGE AMOUNT") is One Million Five Hundred Eighty Five Thousand and No/100 Dollars ($1,585,000.00), to be paid to Assignor in two parts as set forth below in consideration for the contribution and assignment to Assignee of the Purchase Rights and the Development Rights. A portion of the Exchange Amount valued at One Million One Hundred Thousand and No/100 Dollars ($1,100,000.00) (the "INITIAL EXCHANGE AMOUNT") shall be paid in full in the manner provided herein at the Closing Date (as defined below). The remainder of the Exchange Amount, valued at Four Hundred and Eighty Five Thousand and No/100 Dollars ($485,000.00) (the "FINAL EXCHANGE AMOUNT"), shall (subject to Assignee's offset rights as set forth in SECTION 3 hereof) be paid in full in cash within ten (10) business days after the date on which all buildings comprising Project have received a final certificate of occupancy in a form in which the City of Aurora (the "CITY") customarily issues such certificates with no conditions other than those which are standard on the City's customary form of certificate of occupancy. On the Closing Date the Initial Exchange Amount will, at Assignor's option, either (i) be payable entirely in the form of units of limited partnership interest ("UNITS") of Assignee or (ii) up to twenty percent (20%) of the Initial Exchange Amount will be payable in cash and the remaining portion of the Initial Exchange Amount will be payable in the form of Units. Not less than five (5) days prior to the Closing Date, Assignor shall provide written notice to Assignee identifying what portion of the Initial Exchange Amount will be payable in cash or Units. The number of Units to be delivered to Assignor will be equal to the quotient of (i) the difference between the Initial Exchange Amount less any portions thereof payable in cash and (ii) the average closing price on the New York Stock Exchange of the common shares of beneficial interest, par value $.01 per share (the "COMMON SHARES"), of Amli Residential Properties Trust, a Maryland real estate investment trust ("ARPT") for the five (5) business day period immediately preceding the first business day prior to the Closing Date.
Sample 1
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Exchange Amount. 2 2.1. Exchange Amount............................................. 2 2.2. Section 704(c) Allocation and Method........................ 3 ARTICLE III
Sample 1
Exchange Amount. In exchange for the Acquired Assets, Buyer agrees to deliver to Seller a number of shares of common stock of Buyer, par value $0.0001 per share, traded on the OTC Markets under the symbol “LPTV” (the “Common Stock”) and any other class of securities into which such securities may hereafter be reclassified or changed calculated by dividing (i) an amount equal to $3,000,000 (the “Stock Exchange Value”) by (ii) the Consideration Shares Reference Price (such shares collectively being hereinafter referred to as the “Consideration Shares”), resulting in the issuance of 1,369,863 Consideration Shares. For purposes of this Agreement, the “Consideration Shares Reference Price” shall mean a price per Consideration Share equal to $2.19.
Sample 1
Exchange Amount. The Board of Directors of the Company has concluded that the Exchange Amount of the Transferred UPC Securities corresponds to the fair market value of such securities and that to the extent the Exchange Amount includes any discount to the Market Price, such discount is not excessive.
Sample 1
Exchange Amount. Subject to Section 7.1, the “Exchange Amount” in respect of each outstanding Trust Security will be determined as of the Exchange Date as follows: the number of ADSs (and the amount of each other type of Exchange Property) deliverable on the Exchange Date will equal the sum of the following amounts determined for each of the 20 Trading Days during the Observation Period: (i) if the Daily VWAP of the ADSs (or the aggregate Then-Current Value of an Exchange Property Unit, if the Exchange Property Unit includes Exchange Property other than solely one ADS) for such Trading Day is equal to or greater than the Non- Accelerated Percentage then in effect multiplied by the Threshold Appreciation Price, then Purchaser will receive in respect of each Trust Security a number of ADSs (or a number of Exchange Property Units, if applicable) for such Trading Day equal to 1/20th of the Minimum Exchange Rate; (ii) if the Daily VWAP of the ADSs (or the aggregate Then-Current Value of an Exchange Property Unit, if the Exchange Property Unit includes Exchange Property other than solely one ADS) for such Trading Day is equal to or greater than the Non-Accelerated Percentage then in effect multiplied by the Initial Price, but less than the Non-Accelerated Percentage then in effect multiplied by the Threshold Appreciation Price, then Purchaser will receive in respect of each Trust Security that number of ADSs for such Trading Day that, if multiplied by the Daily VWAP of the ADSs for such Trading Day, would have a value equal to 1/20th of the Non-Accelerated Percentage then in effect multiplied by $100.00 (or, if applicable, that number of Exchange Property Units for such Trading Day that, if multiplied by the Then-Current Value (valued as of such Trading Day) of an Exchange Property Unit, would have a value equal to 1/20th of the Non-Accelerated Percentage then in effect multiplied by $100.00); and (iii) if the Daily VWAP of the ADSs (or the aggregate Then-Current Value of an Exchange Property Unit, if the Exchange Property Unit includes Exchange Property other than solely one ADS) for such Trading Day is less than the Non-Accelerated Percentage then in effect multiplied by the Initial Price, then Purchaser, will receive in respect of each Trust Security a number of ADSs (or a number of Exchange Property Units, if applicable) for such Trading Day equal to 1/20th of the Maximum Exchange Rate.
Sample 1
Exchange Amount. The Exchange Amount, payable by HMC Parties pursuant to Section 2.1 of the Contribution Agreement, after application of all adjustments and credits set forth in the Contribution Agreement, is $1,741,731,329. The Adjustments to the Exchange Amount have been calculated by HMC Parties and Contributors as set forth on the Closing Statement attached to this Agreement as Exhibit A (the "Closing Statement").
Sample 1
Exchange Amount. 1.4(c) Financing..........................................................5.1
Sample 1
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Exchange Amount. (a) In accordance with the terms of this Agreement, Contributors shall contribute and Operating Partnership shall acquire the Property, in the manner set forth in Section 1.2, for consideration equal to One Billion Seven Hundred ----------- Thirty-Five Million and No/100 Dollars ($1,735,000,000.00) adjusted to reflect net prorations and other adjustments, including adjustments, if applicable, to reflect a contribution of less than 100% of Membership Interests in any Property (other than the Ritz Boston for which no such adjustment shall be made) (collectively, the "Adjustments") pursuant to this Agreement (as adjusted, the "Exchange Amount").
Sample 1
Exchange Amount 
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Related to Exchange Amount

  • Settlement Amount If the Non-Defaulting Party has declared an Early Termination Date pursuant to Section 7.2(b), the Non-Defaulting Party shall have the right to (i) accelerate all amounts owing between the Defaulting Party and the Non-Defaulting Party and to liquidate and terminate the undertakings set forth in this Agreement as between the Defaulting Party and the Non-Defaulting Party; and (ii) withhold any payments due to the Defaulting Party under this Agreement pending payment of the Termination Payment. The Non-Defaulting Party will calculate, in a commercially reasonable manner, the Settlement Amount with respect to the Defaulting Party’s obligations under the Agreement and shall net the Settlement Amount in the manner provided for in Section 7.3(c).

  • Adjustment Amount (a) Schedule 2.16 sets forth a sample calculation of the Adjustment Amount and the Target Adjustment Amount as of the Balance Sheet Date (the “Sample Closing Statement”), including the asset, liability and other line items and accounting principles used in such calculation, and assuming that all of such asset and liability line items that constitute Mallinckrodt Assets or Mallinckrodt Liabilities under this Agreement will be transferred to Mallinckrodt as of the Distribution. (b) Within sixty (60) days after the Distribution Date, Mallinckrodt shall cause to be prepared and delivered to Covidien a statement (the “Closing Statement”) setting forth (i) the Adjustment Amount and the calculation of the Adjustment Amount and (ii) the Target Adjustment Amount and the calculation of the Target Adjustment Amount. The Closing Statement shall be prepared in accordance with the Transaction Accounting Principles, including the use of the same line items and line item entries, set forth on and used in the preparation of the Sample Closing Statement; provided, however, that assets newly acquired and liabilities newly incurred following the date of the Sample Closing Statement which cannot be appropriately placed in line items previously used by Mallinckrodt, but that constitute Mallinckrodt Assets or Mallinckrodt Liabilities, will also be included to the extent consistent with the Transaction Accounting Principles. (c) Within thirty (30) days following receipt by Covidien of the Closing Statement, Covidien shall deliver written notice to Mallinckrodt of any dispute Covidien has with respect to the preparation or content of the Closing Statement (the “Dispute Notice”); provided, however, that if Covidien does not deliver any Dispute Notice to Mallinckrodt within such thirty (30)-day period, the Closing Statement will be final, conclusive and binding on the Parties. Any Dispute Notice shall (i) set forth in reasonable detail the basis for any dispute included therein, the amounts involved and Covidien’s determination of the Adjustment Amount and/or the Target Adjustment Amount (as applicable) and (ii) include only disagreements based on the Adjustment Amount and/or the Target Adjustment Amount (as applicable) not being calculated properly in accordance with this Agreement or containing mathematical errors. Upon receipt by Mallinckrodt of a Dispute Notice, Mallinckrodt and Covidien shall negotiate in good faith to resolve any dispute set forth therein. If Mallinckrodt and Covidien, such good faith effort notwithstanding, fail to resolve any such dispute within fifteen (15) Business Days following receipt by Mallinckrodt of the Dispute Notice (the “Dispute Resolution Period”), then Mallinckrodt and Covidien jointly shall engage, within ten (10) Business Days following the expiration of the Dispute Resolution Period, Ernst & Young LLP or, if Ernst & Young LLP is unavailable or conflicted, another nationally recognized major accounting firm selected jointly by Covidien and Mallinckrodt (the “Independent Accounting Firm”) to resolve any such dispute. If Ernst & Young LLP is unavailable or conflicted and Covidien and Mallinckrodt are unable to agree on the Independent Accounting Firm, then each of Covidien and Mallinckrodt shall select a nationally recognized major accounting firm, and the two (2) firms will mutually select a third nationally recognized major accounting firm to serve as the Independent Accounting Firm. As promptly as practicable, and in any event not more than fifteen (15) days following the engagement of the Independent Accounting Firm, Mallinckrodt and Covidien shall each prepare and submit a presentation detailing each Party’s complete statement of proposed resolution of each issue still in dispute to the Independent Accounting Firm. Mallinckrodt and Covidien shall cause the Independent Accounting Firm to, as soon as practicable after the submission of the presentations described in the immediately preceding sentence and in any event not more than thirty (30) days following such presentations, make a final determination, binding on the Parties, of the appropriate amount of each of the line items that remain in dispute as indicated in the Dispute Notice. With respect to each disputed line item, such determination, if not in accordance with the position of either Covidien or Mallinckrodt, shall not be in excess of the higher, nor less than the lower, of the amounts set forth by Mallinckrodt in the Closing Statement or by Covidien in the Dispute Notice, as applicable. Notwithstanding the foregoing, the scope of the disputes to be resolved by the Independent Accounting Firm shall be limited to whether any determination of the Adjustment Amount and/or the Target Adjustment Amount (as applicable) was properly calculated in accordance with the Transaction Accounting Principles, and the Independent Accounting Firm is not to make any other determination, including any determination as to whether GAAP was followed, to the extent GAAP is inconsistent with the Transaction Accounting Principles. All fees and expenses relating to the work, if any, to be performed by the Independent Accounting Firm shall be borne equally by Covidien and Mallinckrodt. All determinations made by the Independent Accounting Firm, and the Closing Statement, as modified by the Independent Accounting Firm, will be final, conclusive and binding on the Parties, absent fraud or manifest error. (d) For purposes of complying with the terms set forth in this Section 2.16, Mallinckrodt and Covidien shall cooperate with and make available to each other and their respective Representatives all information, records, data and working papers, in each case, to the extent related to the Mallinckrodt Assets, Mallinckrodt Liabilities or Mallinckrodt Business, and shall permit access to its facilities and personnel, as may be reasonably required in connection with the preparation and analysis of the Closing Statement and the resolution of any disputes thereunder. (e) If the Adjustment Amount, as finally determined pursuant to Section 2.16(c), is greater than the Target Adjustment Amount, as finally determined pursuant to Section 2.16(c), by at least $20 million, then Mallinckrodt shall pay or cause to be paid an amount in cash equal to the difference from the first dollar (i.e., without regard to the $20 million threshold) to Covidien by wire transfer of immediately available funds to an account or accounts designated in writing by Covidien to Mallinckrodt. If the Adjustment Amount, as finally determined pursuant to Section 2.16(c), is less than the Target Adjustment Amount, as finally determined pursuant to Section 2.16(c), by at least $20 million, then Covidien shall pay or cause to be paid an amount in cash equal to the difference from the first dollar (i.e., without regard to the $20 million threshold) to Mallinckrodt by wire transfer of immediately available funds to an account or accounts designated in writing by Mallinckrodt to Covidien. Any such payment pursuant to this Section 2.16(e) is to be made within five (5) Business Days of the date on which the Adjustment Amount and the Target Adjustment Amount have been finally determined pursuant to this Section 2.16.

  • Exchange Fees The Transfer Agent may from time to time receive, through payment by shareholders of the Fund, all or a portion of the exchange fee in an amount and under circumstances authorized by the Trustees of the Trust.

  • Payments from the Gross Settlement Amount Within 14 days after Defendants fund the Gross Settlement Amount, the Administrator will mail checks for all Individual Class Payments, all Individual PAGA Payments, the LWDA PAGA Payment, the Administration Expenses Payment, the Class Counsel Fees Payment, the Class Counsel Litigation Expenses Payment, and the Class Representative Service Payment. Disbursement of the Class Counsel Fees Payment, the Class Counsel Litigation Expenses Payment and the Class Representative Service Payment shall not precede disbursement of Individual Class Payments and Individual PAGA Payments. 4.4.1. The Administrator will issue checks for the Individual Class Payments and/or Individual PAGA Payments and send them to the Class Members via First Class U.S. Mail, postage prepaid. The face of each check shall prominently state the date (not less than 180 days after the date of mailing) when the check will be voided. The Administrator will cancel all checks not cashed by the void date. The Administrator will send checks for Individual Settlement Payments to all Participating Class Members (including those for whom Class Notice was returned undelivered). The Administrator will send checks for Individual PAGA Payments to all Aggrieved Employees including Non-Participating Class Members who qualify as Aggrieved Employees (including those for whom Class Notice was returned undelivered). The Administrator may send Participating Class Members a single check combining the Individual Class Payment and the Individual PAGA Payment. Before mailing any checks, the Settlement Administrator must update the recipients’ mailing addresses using the National Change of Address Database. 4.4.2. The Administrator must conduct a Class Member Address Search for all other Class Members whose checks are retuned undelivered without USPS forwarding address. Within 7 days of receiving a returned check the Administrator must re-mail checks to the USPS forwarding address provided or to an address ascertained through the Class Member Address Search. The Administrator need not take further steps to deliver checks to Class Members whose re-mailed checks are returned as undelivered. The Administrator shall promptly send a replacement check to any Class Member whose original check was lost or misplaced, requested by the Class Member prior to the void date. 4.4.3. For any Class Member whose Individual Class Payment check or Individual PAGA Payment check is uncashed and cancelled after the void date, the Administrator shall transmit the funds represented by such checks to the California Controller's Unclaimed Property Fund in the name of the Class Member thereby leaving no "unpaid residue" subject to the requirements of California Code of Civil Procedure Section 384, subd. (b). 4.4.4. The payment of Individual Class Payments and Individual PAGA Payments shall not obligate Defendants to confer any additional benefits or make any additional payments to Class Members (such as 401(k) contributions or bonuses) beyond those specified in this Agreement.

  • Cash Purchase Price The term "Cash Purchase Price" shall have the meaning set forth in Section 2.3(a).

  • Early Redemption Amounts For the purposes of paragraphs (b), (c) and (d) above, Notes will be redeemed at an amount (the “Early Redemption Amount”) calculated as follows: (i) in the case of Notes with a Final Redemption Amount equal to their principal amount, at the Final Redemption Amount thereof; or (ii) in the case of Notes (other than Zero Coupon Notes) with a Final Redemption Amount which is or may be greater or less than their principal amount or which is payable in a Specified Currency other than that in which the Notes are denominated, at the amount set out in the applicable Pricing Supplement, or if no such amount or manner is set out in the applicable Pricing Supplement, at their principal amount; or (iii) in the case of Zero Coupon Notes, at an amount (the “Amortised Face Amount”) equal to: (A) the sum of (x) the Reference Price specified in the applicable Pricing Supplement and (y) the product of the Accrual Yield specified in the applicable Pricing Supplement (compounded annually) being applied to the Reference Price from (and including) the Issue Date to (but excluding) the date fixed for redemption or (as the case may be) the date upon which such Note becomes due and repayable; or (B) if the amount payable in respect of any Zero Coupon Note upon redemption of such Zero Coupon Note pursuant to paragraph (b), (c) or (d) above or upon its becoming due and repayable as provided in Condition 12 is not paid or available for payment when due, the amount due and repayable in respect of such Zero Coupon Note shall be the Amortized Face Amount of such Zero Coupon Note calculated as provided above as though the references in subparagraph (A) to the date fixed for redemption or the date upon which the Zero Coupon Note becomes due and repayable were replaced by references to the date (the “Reference Date”) which is the earlier of: (1) the date on which all amounts due in respect of the Note have been paid; and (2) the date on which the full amount of the moneys repayable has been received by the Agent and notice to that effect has been given in accordance with Condition 15. The calculation of the Amortised Face Amount in accordance with this sub-paragraph (B) will continue to be made, after as well as before judgment, until the Reference Date unless the Reference Date falls on or after the Maturity Date, in which case the amount due and repayable shall be the principal amount of such Note together with interest from (and including) the Maturity Date to (but excluding) the Reference Date at a rate per annum equal to the Accrual Yield. Where any such calculation is to be made for a period of less than a full year, it shall be made (x) in the case of Notes denominated in US dollars on the basis of a 360-day year consisting of 12 months of 30 days each and, in the case of an incomplete month, the number of days elapsed; (y) in the case of Notes denominated in all other currencies on the basis that “Actual/Actual ICMA” shall apply, as calculated in accordance with Condition 5(b)(vi); or (z) as otherwise specified in the applicable Pricing Supplement.

  • Gross Settlement Amount Except as otherwise provided by Paragraph 9 below, Defendant promises to pay $633,000.00 and no more as the Gross Settlement Amount and to separately pay any and all employer payroll taxes owed on the Wage Portions of the Individual Class Payments. Defendant has no obligation to pay the Gross Settlement Amount (or any payroll taxes) prior to the deadline stated in Section 5 of this Agreement. The Administrator will disburse the entire Gross Settlement Amount without asking or requiring Participating Class Members or Aggrieved Employees to submit any claim as a condition of payment. None of the Gross Settlement Amount will revert to Defendant.

  • Payment Amount Payment for the Services shall be as follows: (choose one) ☐ - $______________________ for the Services (“Payment”). ☐ - At an hourly rate of $____ per hour (“Payment”). ☐ - Other. ______________________________________________ (“Payment”) If the Subcontractor asserts a claim which involves, in whole or in part, acts or omissions which are the responsibility of the Client or another person for whom a claim may be submitted, including but not limited to, claims for failure to pay, an extension of time, impacts, delay damages, or extra work, the Contractor shall present the Subcontractor's claim to the Client or other responsible party provided the Subcontractor presents to Contractor competent supporting evidence and in sufficient time for the Contractor to do so. The Subcontractor shall cooperate fully with the Contractor in any and all steps the Contractor takes in connection with prosecuting such a claim and shall hold harmless and reimburse the Contractor for all expenses, including legal expenses, incurred by the Contractor which arise out of the Contractor's submission of the Subcontractor's claims to the Client or other responsible party(ies). The Subcontractor shall be bound by any adjudication or award in any action or proceeding resolving such a claim.

  • Adjustment to Conversion Price Whenever the Conversion Price is adjusted pursuant to any provision of this Section 5, the Company shall promptly deliver to each Holder a notice setting forth the Conversion Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment.

  • Cash Settlement If Cash Settlement is applicable to any Option exercised or deemed exercised hereunder, in lieu of Section 8.1 of the Equity Definitions, Dealer will pay to Counterparty, on the relevant Settlement Date for each such Option, an amount of cash (the “Cash Settlement Amount”) equal to the sum, for each Valid Day during the Settlement Averaging Period for such Option, of (i) the Daily Option Value for such Valid Day, divided by (ii) the number of Valid Days in the Settlement Averaging Period.

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