Payment of Contribution Consideration Sample Clauses

Payment of Contribution Consideration. The Contribution Consideration shall be paid to the Contributor in the following manner: (a) The Acquiror shall receive a credit against the Contribution Consideration in an amount equal to the Deposit to the extent that any cash is required to be paid to the Contributor; otherwise the Deposit shall be returned to the Acquiror, together with any interest accrued thereon. (b) The balance of the Contribution Consideration shall be paid as follows: (i) The Acquiror shall take the Property subject to existing indebtedness evidenced by the Mortgage and Mortgage Note and the Acquiror shall receive a credit against the Contribution Consideration in an amount equal to the principal balance of the Mortgage Note which the Mortgage secures, plus all accrued interest to the Closing Date plus any other incidental charges incurred by the Acquiror and required by the mortgagee in connection with the transactions contemplated by this Agreement. In addition, the Acquiror shall be charged and the Contributor shall be paid for the amount of the sums being held in escrow by the mortgagee (as confirmed by the mortgagee) and being assigned and transferred to the Acquiror. (ii) The Acquiror shall pay the balance of the Contribution Consideration in the form of Preferred Partnership Units, all as more particularly described in Section 2.6. Upon receipt of the Preferred Partnership Units, the Contributor shall become a limited partner of the Acquiror and shall execute the Acquiror's Second Amended Partnership Agreement. (c) The Acquiror shall pay the closing costs at Closing by making a wire transfer of immediately available federal funds to the account of the Contributor or other applicable party as specified in writing by the Contributor. Innkeepers shall cause JF Hotel, Inc. (or its Affiliate) to enter into a separate agreement with Contributor, for JF Hotel, Inc. (or its Affiliate) to purchase from the Contributor its current assets, except for cash, net of its current liabilities. The parties agree that, to the extent that the Contributor receives Preferred Partnership Units, the transfer of the Property to the Acquiror shall be treated for federal income tax purposes as a contribution of the Property in exchange for a partnership interest in the Acquiror that qualifies as a tax-free contribution under Section 721 of the Code.
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Payment of Contribution Consideration. The Contribution Consideration shall be paid to the Contributor in the following manner: (a) The Acquiror shall receive a credit against the Contribution Consideration in an amount equal to the Deposit to the extent that any cash is required to be paid to the Contributor; otherwise the Deposit shall be returned to the Acquiror, together with any interest accrued thereon. (b) The balance of the Contribution Consideration shall be paid as follows: (i) The Acquiror shall take the Property subject to existing indebtedness evidenced by the Mortgage Documents and the Acquiror shall receive a credit against the Contribution Consideration in an amount equal to the principal balance of the indebtedness evidenced by the Mortgage Documents, plus all accrued interest to the Closing Date plus any other incidental charges incurred by the Acquiror and required by the mortgagee in connection with the transactions contemplated by this Agreement. In addition, the Acquiror shall be charged and the Contributor shall be paid for the amount of the sums being held in escrow by the mortgagee (as confirmed by the mortgagee) and being assigned and transferred to the Acquiror. (ii) The Acquiror shall pay the balance of the Contribution Consideration in the form of Preferred Partnership Units, all as more particularly described in Section 2.6. Upon receipt of the Preferred Partnership Units, the Contributor shall
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Payment of Contribution Consideration. In consideration of the contribution of the Contributed Interests, and subject to the terms of this Agreement, at the Closing, the UPREIT shall pay to Contributor a sum equal to the aggregate undepreciated book value of the Projects (calculated by Contributor in accordance with GAAP as of the Closing Date) (the "ASSET VALUE"). The Asset Value shall be paid in the following manner: 3.1.1. The UPREIT shall issue up to 1,000,000 Preferred Units, at the Preferred Unit Price, having an aggregate value equal to the lesser of (a) the Asset Value less the Assumed Indebtedness, or (b) $25,000,000 (as applicable, the "LP UNIT AMOUNT"). In no event, however, shall the LP Unit Amount be less than $23,861,633.30. 3.1.2. Subject to Section 3.1.3 below, the UPREIT may, in its sole and absolute discretion, assume the Assumed Indebtedness (as such amount is updated on the Closing Date from the amount shown SCHEDULE 10.13). 3.1.3. The UPREIT shall pay in cash to Contributor the balance of the Asset Value (e.g., the amount determined by subtracting the LP Unit Amount and the Assumed Indebtedness from the Asset Value) (the "CASH COMPONENT"); provided, however, that the UPREIT may, in its sole and absolute discretion, direct Contributor to cause the Assumed Indebtedness to be paid off at the Closing, in which case the Cash Component shall be increased by the amount of the Assumed Indebtedness on the Closing Date. The Cash Component shall be further adjusted by the positive or negative adjustments and prorations described in Section 17 below, all of which shall be adjusted as of the Closing Date. The payment of the Cash Component, the assumption of the Assumed Indebtedness and the issuance of the LP Units described in this Section 3.1 shall be collectively referred to herein as the "CONTRIBUTION CONSIDERATION".
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Payment of Contribution Consideration. The Contribution Consideration shall be paid to the Contributor in the following manner: (a) The Acquiror shall take the Property subject to existing indebtedness evidenced by the Mortgage and Mortgage Note and the Acquiror shall receive a credit against the Contribution
Sample 1
Payment of Contribution Consideration. The Contribution Consideration shall be allocated and paid as follows: 3.2.1. Acquiror has deposited with the Title Company One Hundred Twenty Five Thousand and 00/100 Dollars ($125,000.00) (the "Deposit"). The Deposit shall be held by the Title Company in accordance with the terms of Section 30.9 hereof. If the Closing occurs, the Deposit and any interest earned on the Deposit shall be refunded to Acquiror at the time of Closing; otherwise the Deposit and any interest earned on the Deposit shall be paid to the party entitled to the Deposit pursuant to the terms of this Agreement. 3.2.2. The UPREIT shall acquire the Real Property subject to the Assumed Indebtedness at the time of the Closing. Contributor acknowledges and agrees that Contributor shall be solely responsible for any and all costs associated with the UPREIT's assumption of the Assumed Indebtedness (such as assumption fees, costs and expenses of the holder of the Existing Loan Documents, etc.). 3.2.3. UPREIT shall issue LP Units having an aggregate value equal to the Net Asset Value of the Real Property. Such value shall be referred to as the "LP Unit
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Related to Payment of Contribution Consideration

  • Payment of Contributions The College and eligible academic staff members of the plan shall each contribute one-half of the contributions to the Academic and Administrative Pension Plan.

  • Contribution Payment To the extent the indemnification provided for under any provision of this Agreement is determined (in the manner hereinabove provided) not to be permitted under applicable law, the Company, in lieu of indemnifying Indemnitee, shall, to the extent permitted by law, contribute to the amount of any and all Indemnifiable Liabilities incurred or paid by Indemnitee for which such indemnification is not permitted. The amount the Company contributes shall be in such proportion as is appropriate to reflect the relative fault of Indemnitee, on the one hand, and of the Company and any and all other parties (including officers and directors of the Company other than Indemnitee) who may be at fault (collectively, including the Company, the "Third Parties"), on the other hand.

  • Payment of Consideration (a) Subject to surrender to the Depositary for cancellation of a certificate which immediately prior to the Effective Time represented outstanding Entrée Common Shares together with a duly completed and executed Letter of Transmittal and such additional documents and instruments as the Depositary may reasonably require, following the Effective Time the holder of such surrendered certificate shall be entitled to receive in exchange therefor, and the Depositary shall deliver to such holder, the Consideration which such holder has the right to receive under this Plan of Arrangement, less any amounts withheld pursuant to Section 4.4, and any certificate so surrendered shall forthwith be cancelled. (b) Until surrendered as contemplated by Section 4.1(a), each certificate that immediately prior to the Effective Time represented an Entrée Common Share shall be deemed after the Effective Time to represent only the right to receive, upon such surrender, the Consideration to which the holder thereof is entitled in lieu of such certificate as contemplated by Section 3.1 and this Section 4.1, less any amounts withheld pursuant to Section 4.4. Any such certificate formerly representing Entrée Securities not duly surrendered on or before the sixth anniversary of the Effective Date shall: (i) cease to represent a claim by, or interest of, any former holder of Entrée Securities of any kind or nature against or in Entrée or Spinco (or any successor to any of the foregoing); and (ii) be deemed to have been surrendered to Entrée and shall be cancelled. (c) No holder of an Entrée Security shall be entitled to receive any consideration with respect to such Entrée Securities other than the Consideration to which such holder is entitled in accordance with Section 3.1 and this Section 4.1 and, for greater certainty, no such holder will be entitled to receive any interest, dividends, premium or other payment in connection therewith.

  • Cash Payment The Employee shall make cash payments by wire transfer, certified or bank check or personal check, in each case payable to the order of the Company; the Company shall not be required to deliver certificates for Option Shares until the Company has confirmed the receipt of good and available funds in payment of the purchase price thereof.

  • Contribution Amounts The Sellers and the Underwriters agree that it would not be just or equitable if contribution pursuant to this Section 8 were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in Section 8.7. The amount paid or payable by an indemnified party as a result of the losses, claims, damages and liabilities referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 8, no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Shares underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages that such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The remedies provided for in this Section 8 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any indemnified party at law or in equity.

  • Consideration Payment 5.1 In consideration of the Company’s Services, the Client shall pay to the Company the Consideration to be stipulated in the Termsheet and all reasonable out of pocket expenses (if any) in accordance with the commercial terms and payment terms as detailed in the Separate Agreement. 5.2 The Company shall send its staff to check for the quality of completion of the Project(s) together with the Client. The Client shall pay for the Company’s Services within 90 days upon the completion of the Project(s) to the satisfaction of the Client. 5.3 The Company shall be entitled to the receivables from the Client for the percentage of Work completed. The date of payment of such Work is stated in the Termsheets and unless the Company is not satisfied with the quality of Work completed and/or the Client has not fulfilled the terms and conditions specified under the Termsheets.

  • Allocation of Contributions You may place your contributions in one fund or in any combination of funds, although your employer may place restrictions on investment in certain funds.

  • No Claim Regarding Stock Ownership or Consideration There must not have been made or threatened by any Person any claim asserting that such Person (a) is the holder of, or has the right to acquire or to obtain beneficial ownership of the Shares or any other stock, voting, equity, or ownership interest in, the Company, or (b) is entitled to all or any portion of the Acquiror Company Shares.

  • Initial Contribution The member agrees to make an initial contribution to the Company of $____________.

  • Investment of Contributions At the direction of the Depositor (or the direction of the beneficiary upon the Depositor's death), the Custodian shall invest all contributions to the account and earnings thereon in investments acceptable to the Custodian, which may include marketable securities traded on a recognized exchange or "over the counter" (excluding any securities issued by the Custodian), covered call options, certificates of deposit, and other investments to which the Custodian consents, in such amounts as are specifically selected and specified by the Depositor in orders to the Custodian in such form as may be acceptable to the Custodian, without any duty to diversify and without regard to whether such property is authorized by the laws of any jurisdiction as a trust investment. The Custodian shall be responsible for the execution of such orders and for maintaining adequate records thereof. However, if any such orders are not received as required, or, if received, are unclear in the opinion of the Custodian, all or a portion of the contribution may be held uninvested without liability for loss of income or appreciation, and without liability for interest pending receipt of such orders or clarification, or the contribution may be returned. The Custodian may, but need not, establish programs under which cash deposits in excess of a minimum set by it will be periodically and automatically invested in interest-bearing investment funds. The Custodian shall have no duty other than to follow the written investment directions of the Depositor, and shall be under no duty to question said instructions and shall not be liable for any investment losses sustained by the Depositor.

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