Payment of Aggregate Consideration Value at Closing and Interest Assignment Sample Clauses

Payment of Aggregate Consideration Value at Closing and Interest Assignment. On the Closing Date, the Operating Partnership shall transfer the Aggregate Consideration Value to the Contributors’ Agent pursuant to Section 3 of this Agreement. Simultaneously with the delivery of the OP Unit Consideration and the Cash Consideration, each Contributor will contribute, transfer, convey, assign and deliver to the Operating Partnership good and valid title in and to the Contributors portion of the Contributors’ Entire LLC Interest held by such Contributor, in each case, free and clear of all Encumbrances, by executing and delivering to the Operating Partnership a member interest transfer agreement substantially in the form of Exhibit D attached to this Agreement.
Sample 1
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Payment of Aggregate Consideration Value at Closing and Interest Assignment. On the Closing Date, Assignee shall transfer the Aggregate Consideration Value to the Transferors’ Agent pursuant to Section 2 of this Agreement. Simultaneously with the delivery of the Aggregate Consideration Value, each Transferor will transfer, convey, assign and deliver to Assignee good and valid title in and to the Transferor’s portion of the Ash Ownership Interests held by such Transferor, in each case, free and clear of all Encumbrances, by executing and delivering to Assignee (i) in the case of AF1, a member interest transfer agreement substantially in the form of Exhibit C attached to this Agreement and (ii) in the case of Xxxxx and Xxxx, a stock interest transfer agreement substantially in the form of Exhibit D attached to this Agreement, together with the originals of all stock certificates issued in respect of the Xxxxx Stock and Xxxx Xxxxx, in each case endorsed in favor of Assignee in a manner reasonably acceptable to Assignee.
Sample 1

Related to Payment of Aggregate Consideration Value at Closing and Interest Assignment

  • 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.

  • Aggregate Consideration 10.1 Agreement.......................................................................

  • Payments of Post-Closing Adjustment Except as otherwise provided herein, any payment of the Post-Closing Adjustment, together with interest calculated as set forth below, shall (A) be due (x) within five (5) Business Days of acceptance of the applicable Closing Working Capital Statement or (y) if there are Disputed Amounts, then within five (5) Business Days of the resolution described in clause (v) above; and (B) be paid by wire transfer of immediately available funds to such account(s) as is directed by Buyer or Sellers, as the case may be.

  • Post-Closing Payments (a) On the first anniversary of the Closing Date, Buyer will pay to Seller or, to the extent designated by Seller in writing and in accordance with Section 3.11, to the Members in accordance with their respective Pro Rata Percentages, the remaining 33.33% of the Closing Cash Consideration, as finally determined in accordance with Section 3.4 (the “Deferred Cash Payment”), via wire transfer to the Seller’s Bank Account or the Member Bank Accounts, as applicable.

  • AMOUNT AND PAYMENT OF PURCHASE PRICE The total consideration and method of payment thereof are fully set out in Exhibit "A" attached hereto and made a part hereof.

  • Purchase Price; Payment of Purchase Price In addition to the Assumed Liabilities described below, the aggregate consideration for the Subject Assets (the “Purchase Price”) shall be the amount equal to: $2,000,000. The Purchase Price shall be subject to adjustment as set forth in Section 1.7 below as so adjusted.

  • Payment of Consideration The Consideration shall be paid to the Contributor in the following manner:

  • Purchase Price Payments 23 Section 10.02. THE PURCHASER NOTE.........................................................................23 ARTICLE XI Confidentiality.......................................................................................24 ARTICLE XII Term.................................................................................................25

  • Payment at Closing The Borrower shall have paid (A) to the Administrative Agent, the Arrangers and the Lenders the fees set forth or referenced in Section 4.3 and any other accrued and unpaid fees or commissions due hereunder, (B) all reasonable fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent accrued and unpaid prior to or on the Closing Date, plus such additional amounts of such reasonable fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent) and (C) 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.

  • Purchase Price; Consideration Purchaser shall, on the date hereof (the “Closing Date”), issue to Seller a promissory note, substantially in the form attached hereto as Exhibit B, in the sum of Fifteen Thousand Dollars ($15,000) (the “Promissory Note”) as the consideration for the Ownership Interests.

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