Final Combined NCOAV Clause Samples

Final Combined NCOAV. (a) Pursuant to the terms of the Asset Purchase Agreement, the Company and the Lenders agree that the final Combined NCOAV (as defined in the Asset Purchase Agreement) is $13,158,180. RMC and the Lenders each waive any Objections (as defined in the Asset Purchase Agreement) under Section 1.6(D) and Section 1.6(E) of the Asset Purchase Agreement to the final Combined NCOAV or the related Adjusted Determination (as defined in the Asset Purchase Agreement). Lenders confirm that, to their knowledge, no default has occurred under the Asset Purchase Agreement during the Pre-Agreement Period (as hereafter defined) excluding matters that might be construed to constitute a default, the resolution of which is addressed by this Agreement. The Company confirms that, to its knowledge, no matters that in its judgment constitute a default by the Company have occurred under the Asset Purchase Agreement excluding matters that might be construed to constitute a default, the resolution of which is addressed by this Agreement. (b) RMC and the Lenders further agree that the principal amount of the Purchase Money Promissory Note issued to Popeil Inventions on June 30, 2005 (the “Popeil Inventions Note”) shall be adjusted pursuant to Section 1.6 of the Asset Purchase Agreement, so that the Adjusted Principal Amount (as defined in the Popeil Inventions Note) shall be $12,558,180 as of the Closing (as defined in the Asset Purchase Agreement). RMC and the Lenders further acknowledge and agree that the amount outstanding under the Popeil Inventions Note as of the date hereof may be greater or less than the Adjusted Principal Amount, reflecting accrued interest since the Closing Date and other amounts becoming due since such date, as well as payments made by RMC under the Popeil Inventions Note since the Closing Date. Lenders confirm that, to their knowledge, no Event of Default (as defined in the Popeil Inventions Note) has occurred under the Popeil Inventions Note during the Pre-Agreement Period (as hereafter defined) excluding matters that might be construed to constitute an Event of Default, the resolution of which is addressed by this Agreement. The Company confirms that, to its knowledge, no matters that in its judgment constitute an Event of Default by the Company have occurred under the Popeil Inventions Note excluding matters that might be construed to constitute an Event of Default, the resolution of which is addressed by this Agreement. (c) RMC and the Lenders further agre...
View Source

Related to Final Combined NCOAV

  • Allocation of Excess Nonrecourse Liabilities For purposes of determining a Holder’s proportional share of the “excess nonrecourse liabilities” of the Partnership within the meaning of Regulations Section 1.752-3(a)(3), each Holder’s respective interest in Partnership profits shall be equal to such Holder’s Percentage Interest with respect to Partnership Common Units, except as otherwise determined by the General Partner.

  • Deficit Capital Accounts No Member will be required to pay to the Company, to any other Member or to any third party any deficit balance that may exist from time to time in the Member’s Capital Account.

  • Negative Capital Accounts No Member shall be required to pay to any other Member or the Company any deficit or negative balance which may exist from time to time in such Member’s Capital Account (including upon and after dissolution of the Company).

  • Excess Nonrecourse Liabilities Pursuant to, and to the extent relevant under, Section 1.752-3(a)(3) of the Regulations, Members’ interests in the Company profits for purposes of determining the Members’ proportionate shares of the excess nonrecourse liabilities (as defined in Section 1.752-3(a)(3) of the Regulations) of the Company shall be determined in accordance with their respective Percentage Interests.