Minimum Cash Amount; Aventine Payment and Escrow Sample Clauses

Minimum Cash Amount; Aventine Payment and Escrow. The Acquired Entities shall have used commercially reasonable efforts to distribute all cash and cash equivalents of the Acquired Entities prior to the Closing such that Closing Cash shall be no more than $1,000,000, provided that any failure to distribute such cash and cash equivalents shall not affect the amount of cash and cash equivalents included in the calculation of the Closing Net Working Capital Adjustment. Immediately after the consummation of the Closing (in accordance with Section 2.10(d)(vii), and without duplication), Parent shall (a) make a capital contribution to Holdings in an amount equal to (w) sixty-two and one-half percent (62.5%) multiplied by (x) the difference between Ten Million Dollars ($10,000,000) and the amount of cash on the balance sheet of Bowery Hospitality Associates LLC and Guapo Bodega Las Vegas LLC at the Closing (such amount contributed by Parent in clause (a), the “Parent Minimum Cash Amount”), (b) withhold from the Closing Cash Merger Consideration payable to (1) the applicable Rollover Holdco Members in their respective capacities as Holdings Pre-Closing Members (in accordance with Section 2.04(a)(i) and Section 2.10(d)(ii) and in the same proportion that the number of Rollover Holdco Class A Units held by such Rollover Holdco Member as of immediately following the consummation of the Closing bears to the total number of Rollover Holdco Class A Units held by all Rollover Holdco Members as of immediately following the consummation of the Closing), and (2) the Direct Rollover Members, an aggregate amount equal to (y) thirty-seven and one-half percent (37.5%) multiplied by (z) the difference between Ten Million Dollars ($10,000,000) and the cash on the balance sheet of Bowery Hospitality Associates LLC and Guapo Bodega Las Vegas LLC at the Closing (such amount contributed by Parent in clause (b), the “Minimum Cash Holdback”), (c) make a capital contribution in such amount to Holdings on behalf of Rollover Holdco (which amount shall be treated as having first been contributed to Rollover Holdco on behalf of the Rollover Holdco Members), (d) pay or cause to be paid an amount equal to $125,000 to the Principals (such amount, in the aggregate, the “Aventine Initial Payment Portion”), and (e) pay or cause to be paid an amount equal to $500,000 (the “Aventine Escrow Amount”) to the Aventine Escrow Agent, to be held and disposed of in accordance with the Aventine Escrow Letter (with any amount remaining thereunder to be retur...
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Related to Minimum Cash Amount; Aventine Payment and Escrow

  • Investment of Amounts in Special Payments Account Any amounts on deposit in the Special Payments Account prior to the distribution thereof pursuant to Section 2.4(b) or (c) shall be invested in accordance with Section 2.2(b). Investment Earnings on such investments shall be distributed in accordance with Section 2.4(b) or (c), as the case may be.

  • Payment at Closing; Fee Letters The Borrower shall have paid to the Administrative Agent and the Lenders the fees set forth or referenced in Section 4.3 and any other accrued and unpaid fees or commissions due hereunder (including, without limitation, legal (including, without limitation, local counsel) fees and expenses) and to any other Person such amount as may be due thereto in connection with the transactions contemplated hereby, including all taxes, fees and other charges in connection with the execution, delivery, recording, filing and registration of any of the Loan Documents.

  • Deposits to the Collection Account and Special Payments Account (a) The Subordination Agent shall, upon receipt thereof, deposit in the Collection Account all Scheduled Payments received by it (other than any Scheduled Payment which by the express terms hereof is to be deposited to a Cash Collateral Account).

  • Designation, Amount and Par Value The series of preferred stock shall be designated as the Series D 5% Convertible Preferred Stock (the "Preferred Stock"), and the number of shares so designated and authorized shall be Three Thousand (3,000). Each share of Preferred Stock shall have a par value of $0.0001 per share and a stated value of $1,000 per share (the "Stated Value").

  • Termination; Advance Payments Upon termination of this Lease pursuant to Paragraph 6.2(g) or Paragraph 9, an equitable adjustment shall be made concerning advance Base Rent and any other advance payments made by Lessee to Lessor. Lessor shall, in addition, return to Lessee so much of Lessee's Security Deposit as has not been, or is not then required to be, used by Lessor.

  • Disbursements from Escrow Funds to Pay NCPS NCPS is authorized to and may disburse from time to time, to itself or to any Indemnified Party from the Escrow Funds (but only to the extent of Issuer’s rights thereto), the amount of any compensation and reimbursement of out-of-pocket expenses due and payable hereunder (including any amount to which NCPS or any Indemnified Party is entitled to seek indemnification pursuant to Section 9 hereof). NCPS shall notify Issuer of any disbursement from the Escrow Funds to itself or to any Indemnified Party in respect of any compensation or reimbursement hereunder and shall furnish to Issuer copies of all related invoices and other statements. Such disbursements will not occur before the minimum contingency is met in compliance with SEC Rule 15c2-4.

  • Distributions Payable in Cash; Redemption Payments In the event that the Board of the Investment Company shall declare a distribution payable in cash, the Investment Company shall deliver to FTIS written notice of such declaration signed on behalf of the Investment Company by an officer thereof, upon which FTIS shall be entitled to rely for all purposes, certifying (i) the amount per share to be distributed, (ii) the record and payment dates for the distribution, and (iii) that all appropriate action has been taken to effect such distribution. Once the amount and validity of any dividend or redemption payments to shareholders have been determined, the Investment Company shall transfer the payment amounts from the Investment Company's accounts to an account or accounts held in the name of FTIS, as paying agent for the shareholders, in accordance with any applicable laws or regulations, and FTIS shall promptly cause payments to be made to the shareholders.

  • DEPOSITS TO THE ESCROW ACCOUNT The Master Servicer shall deposit or cause to be deposited in the clearing account (which account must be an Eligible Account) in which it customarily deposits payments and collections on mortgage loans in connection with its mortgage loan servicing activities on a daily basis, and in no event more than one Business Day after the Master Servicer's receipt thereof, and shall thereafter deposit in the Escrow Account, in no event more than two Business Days after the deposit of such funds into the clearing account, as and when received or as otherwise required hereunder, and retain therein:

  • Distribution Assistance Fees (Asset-Based Sales Charge) Payments In its sole discretion and irrespective of whichever alternative method of making service fee payments to Recipients is selected by the Distributor, in addition the Distributor may make distribution assistance fee payments to a Recipient quarterly, or at such other interval as deemed appropriate by the Distributor, within forty-five (45) days after the end of each calendar quarter or other period, at a rate not to exceed 0.1875% (0.75% on an annual basis) of the average during the period of the aggregate net asset value of Shares computed as of the close of each business day constituting Qualified Holdings owned beneficially or of record by the Recipient or its Customers until such Shares are redeemed or converted to another class of shares of the Fund, provided, however, that a majority of the Independent Trustees may, but are not obligated to, set a time period (the "Recipient Maximum Holding Period") for making such payments. Distribution assistance fee payments shall be made only to Recipients that are registered with the SEC as a broker-dealer or are exempt from registration. The distribution assistance to be rendered by the Recipients in connection with the sale of Shares may include, but shall not be limited to, the following: distributing sales literature and prospectuses other than those furnished to current Shareholders, providing compensation to and paying expenses of personnel of the Recipient who support the distribution of Shares by the Recipient, and providing such other information and services in connection with the distribution of Shares as the Distributor or the Fund may reasonably request.

  • Payment of Reimbursement Amount To effect the expense reimbursement provided for in this Agreement, the Fund may offset the appropriate Reimbursement Amount against the management fees, Rule 12b-1 fees and/or shareholder servicing fees payable under the Investment Management Agreement, Rule 12b-1 Plan and/or the Shareholder Servicing Agreement. Alternatively, the Reimbursement Amount shall be paid directly by IICO, IDI and/or WISC. Such offset shall be taken, or such direct payment shall be paid, two times per year within 30 days following the date of a Fund’s applicable semi-annual or annual reporting period.

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