Payment of Closing Date Consideration Sample Clauses

Payment of Closing Date Consideration. The Closing Date Consideration shall be payable as follows:
Sample 1
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Payment of Closing Date Consideration. At the Initial Closing, Crown shall pay for the account of the T‑Mobile SPEs or the T-Mobile Parties, as applicable, by wire transfer to an account designated by T‑Mobile:
Sample 1
Payment of Closing Date Consideration. At the Initial Closing, Crown shall pay for the account of the T-Mobile SPEs or the T-Mobile Parties, as applicable, by wire transfer to an account designated by T-Mobile: (a) as consideration for the Lease of the Lease Sites and the Included Property of the Lease Sites (including the related Collocation Agreements), an amount for each Lease Site (the “Closing Lease Site Rent” for such Lease Site) equal to the product of (x) the Closing Total TCF for such Lease Site multiplied by (y) the TCF Multiple; plus (b) as consideration for the Sale Site Subsidiary Interests, the sum of the Closing Assignable Site Price for all Assignable Sites; plus (c) as consideration for the specified rights with respect to the Managed Sites and the Included Property of the Managed Site (including the related Collocation Agreements), an amount for each Managed Site (the “Closing Managed Site Consideration” for such Site) equal to (i) 90% of (ii) the product of (x) the Closing Total TCF for such Managed Site multiplied by (y) the TCF Multiple; provided, however, that if the CA/NV Inclusion does not occur at the Initial Closing, the CA/NV Sites shall be excluded from the definitions of Closing Lease Site Rent, Closing Assignable Site Price, Closing Managed Site Consideration and Closing Total Consideration and for purposes of all calculations and payments made pursuant to or under this Section 3.2. SECTION 3.3
Sample 1
Payment of Closing Date Consideration. At the Closing, Acquiror shall pay the Closing Date Consideration by wire transfer of immediately available funds to Seller or its designee (specified in writing prior to the Closing), without any further withholding or deductions, except as otherwise set forth on Schedule 2.4 or as otherwise required by changes in applicable Law between the date hereof and the Closing. Any dispute among the parties with respect to the applicable withholdings or other deductions required by Law shall be settled by the Independent Accounting Firm in the same manner set forth in Section 2.7. To the extent that amounts are so deducted or withheld and paid over to the appropriate Taxing Authorities, the amount so deducted or withheld shall be treated for all purposes of this Agreement as having been paid to the recipient in respect of which such deduction and withholding was made.
Sample 1
Payment of Closing Date Consideration 
Sample 1

Related to Payment of Closing Date Consideration

  • Closing Consideration The closing consideration shall be delivered at the Closing as follows:

  • 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.

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

  • Initial Consideration On the Effective Date, Retrocessionaire shall reimburse Retrocedant for one hundred percent (100%) of any and all unearned premiums paid by Retrocedant under such Inuring Retrocessions net of any applicable unearned ceding commissions paid to Retrocedant thereunder.

  • Aggregate Consideration 9 Agreement......................................................................7

  • Transaction Consideration The Transaction Consideration;

  • Acquisition Consideration As consideration for the sale of the Company Membership Interests of the Sellers to Buyer, Buyer shall immediately issue and deliver to Sellers that number of shares (rounded upward to the nearest whole share) of Buyer’s voting common stock, par value $0.001 per share (the “Buyer Common Stock”) as set forth in Schedule 2.02. The issuance and delivery of the Acquisition Shares is intended to be exempt from the registration requirements of the Securities Act pursuant to 4(2) thereof and Rule 506 of Regulation D promulgated thereunder; and exempt from the registration or qualification requirements of any applicable state securities laws. As a result, the Acquisition Shares may not be offered, sold, or transferred by the holder thereof until either a registration statement under the Securities Act or applicable state securities laws shall have become effective with regard thereto, or an exemption under the Securities Act and applicable state securities laws is available with respect to any proposed offer, sale or transfer.

  • Earn-Out Consideration (a) If the earnings before taxes (the "EBT") of the Company for the twelve months ending December 31, 1998, increased by amounts in respect of those items set forth on Schedule 2.5 that affected net income during the period from January 1, 1998 through the Closing Date and decreased by the amount of UniCapital corporate overhead allocated to the Company for the period from the Closing Date through December 31, 1998 (the "Adjusted 1998 EBT"), exceeds the EBT of the Company for the twelve months ending December 31, 1997, inclusive of the add-backs set forth on Schedule 2.5 (the "Adjusted 1997 EBT"), then the Stockholders shall be entitled to receive one-half of the difference between the Adjusted 1998 EBT and the Adjusted 1997 EBT.

  • Additional Consideration Retrocessionaire agrees to pay under the Inuring Retrocessions all future premiums Retrocedant is obligated to pay pursuant to the terms of the Inuring Retrocessions to the extent that such premiums are allocable to Retrocessionaire in the manner set forth in Exhibit E hereto, and not otherwise paid by Retrocessionaire and to indemnify Retrocedant for all such premiums paid directly by Retrocedant, net of any ceding commissions and similar amounts paid by Third Party Retrocessionaires to Retrocedant.

  • Sole Consideration Employee and the Company agree and acknowledge that the sole and exclusive consideration for the Incentive Payments is Employee’s forbearance as described in subsection 7(h)(iii) above. In the event that subsection 7(h)(iii) is deemed unenforceable or invalid for any reason, then the Company will have no obligation to make Incentive Payments for the period of time during which it has been deemed unenforceable or invalid. The obligations and duties of this subsection 7(h) shall be separate and distinct from the other obligations and duties set forth in this Agreement, and any finding of invalidity or unenforceability of this subsection 7(h) shall have no effect upon the validity or invalidity of the other provisions of this Agreement.

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