Payment of Fair Value Sample Clauses

Payment of Fair Value. Upon compliance by the Bankrupt Member with the provisions of Section 10.2, the purchaser(s) shall pay to the Bankrupt Member the “Fair Value” of the Bankrupt Member’s Interest (such value to be determined as of the date of the applicable Event of Bankruptcy) within thirty (30) days thereafter by delivering to the Bankrupt Member an amount equal to twenty percent (20%) of such Fair Value by official bank check, wire transfer or other immediately available funds, and a promissory note in an original principal amount equal to eighty percent (80%) of such Fair Value. Such promissory note will provide for a per annum interest rate equal to the Prime Rate as of the date of the applicable Event of Bankruptcy, will provide for four (4) equal annual payments commencing one (1) year after the date of the purchase, and shall otherwise have terms that are reasonable and customary. The “Fair Value” of the Bankrupt Member’s Interest shall be determined pursuant to the terms of Section 10.4 below.
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Payment of Fair Value. EMCC acknowledges that the Excess Options and the 2006 Option Grant were authorized as part of the compensation arrangement approved for Xxxxxx by the Senior Executive Compensation and Stock Option Committee of the Board of Directors of EMCC (and, in addition, by the Compensation Committee of the Board of Directors of Group with respect to the Excess Options granted in 2005 and the 2006 Option Grant) and, accordingly, that the Excess Options and 2006 Option Grant were intended to provide Xxxxxx with incentive compensation for his services as an executive officer of EMCC. EMCC further acknowledges that it is therefore appropriate to compensate Xxxxxx for the fair value of the Excess Options being surrendered pursuant to the terms of this Agreement and to provide for an alternative incentive compensation arrangement in lieu of the 2006 Option Grant never received by Xxxxxx, as follows:
Payment of Fair Value. If, on June 30, 2014, Purchaser has not disposed of all of the Applicable Formula One Assets, then Seller may, at any time thereafter, upon written notice to Purchaser (the “Payment Notice”) demand that Purchaser pay to Seller an amount equal to the then Fair Value (as hereinafter defined) of the Applicable Formula One Assets. Payment shall be required within 15 days following Seller’s delivery to Purchaser of a written notice (which may be, but shall not be required to be, included in the Payment Notice) setting forth its determination of Fair Value. Such Payment shall be made by wire transfer of immediately available funds (in United States dollars) to such account or accounts as Seller shall have designated in writing to Purchaser. Upon payment, all further obligations of Purchaser to Seller in respect of the Applicable Formula One Assets pursuant to this Agreement (including Purchaser’s payment obligations pursuant to Section 2.1 hereof) shall terminate, and Seller shall take such actions as may be necessary to release its security interest in the Applicable Formula One Assets. For purposes hereof, “Fair Value” shall mean the amount determined by a nationally recognized investment banking firm (the “Appraiser”) selected by Seller as being the Fair Value of the Applicable Formula One Assets as of the date of the Payment Notice calculated as follows:

Related to Payment of Fair Value

  • Deferred Discount Payment Upon the consummation of the initial Business Combination, the Company will direct the Trustee to pay the Representatives, on behalf of the Underwriters, the Deferred Discount out of the proceeds of the Offering held in the Trust Account. The Underwriters shall have no claim to payment of any interest earned on the portion of the proceeds held in the Trust Account representing the Deferred Discount. If the Company fails to consummate its initial Business Combination within the time period required by its Amended and Restated Certificate of Incorporation, the Deferred Discount will not be paid to the Representatives and will, instead, be included in the Liquidation distribution of the proceeds held in the Trust Account made to the Public Stockholders. In connection with any such Liquidation, the Underwriters forfeit any rights or claims to the Deferred Discount.

  • Payment of Fee The cash management fee referred to in Clause 9.1 (Fee Payable) shall only be payable to the Current Issuer Cash Manager on each Payment Date in the manner contemplated by, in accordance with and subject to the provisions of the Current Issuer Pre-Enforcement Revenue Priority of Payments or, as the case may be, the Current Issuer Post-Enforcement Priority of Payments.

  • Computation and Payment of Fee The advisory fee shall accrue on each calendar day, and shall be payable monthly on the first business day of the next succeeding calendar month. The daily fee accruals shall be computed by multiplying the fraction of one divided by the number of days in the calendar year by the annual advisory fee rate, and multiplying this product by the Managed Assets of the Fund, determined in the manner established by the Directors, as of the close of business on the last preceding business day on which the Fund's net asset value was determined.

  • Payment of Fees, Etc The Borrowers shall have paid all fees, costs, expenses and taxes then payable by the Borrowers pursuant to this Agreement and the other Loan Documents, including, without limitation, Section 2.06 and Section 12.04 hereof.

  • Adjustment Payments At least annually, and more frequently throughout the year if mutually agreed to by the parties, an adjustment payment shall be made by the appropriate party in order that the payments remitted by LIA to each Fund with respect to the previous fiscal year shall equal the Excess Amount for that Fund.

  • Investment of Special Payment Moneys Any money received by the Trustee pursuant to Section 4.01(b) representing a Special Payment which is not distributed on the date received shall, to the extent practicable, be invested in Permitted Investments by the Trustee pending distribution of such Special Payment pursuant to Section 4.02. Any investment made pursuant to this Section 4.04 shall be in such Permitted Investments having maturities not later than the date that such moneys are required to be used to make the payment required under Section 4.02 on the applicable Special Distribution Date and the Trustee shall hold any such Permitted Investments until maturity. The Trustee shall have no liability with respect to any investment made pursuant to this Section 4.04, other than by reason of the willful misconduct or negligence of the Trustee. All income and earnings from such investments shall be distributed on such Special Distribution Date as part of such Special Payment.

  • Late Payment of Rent, Etc If any installment of Minimum Rent, Additional Rent or Additional Charges (but only as to those Additional Charges which are payable directly to Landlord) shall not be paid within ten (10) days after its due date, Tenant shall pay Landlord, on demand, as Additional Charges, a late charge (to the extent permitted by law) computed at the Overdue Rate on the amount of such installment, from the due date of such installment to the date of payment thereof. To the extent that Tenant pays any Additional Charges directly to Landlord or any Facility Mortgagee pursuant to any requirement of this Agreement, Tenant shall be relieved of its obligation to pay such Additional Charges to the Entity to which they would otherwise be due. If any payments due from Landlord to Tenant shall not be paid within ten (10) days after its due date, Landlord shall pay to Tenant, on demand, a late charge (to the extent permitted by law) computed at the Overdue Rate on the amount of such installment from the due date of such installment to the date of payment thereof. In the event of any failure by Tenant to pay any Additional Charges when due, Tenant shall promptly pay and discharge, as Additional Charges, every fine, penalty, interest and cost which is added for non-payment or late payment of such items. Landlord shall have all legal, equitable and contractual rights, powers and remedies provided either in this Agreement or by statute or otherwise in the case of non-payment of the Additional Charges as in the case of non-payment of the Minimum Rent and Additional Rent.

  • Adjustment Payment If the Closing Net Working Capital exceeds $690,000,000 (the “Target Net Working Capital”), the Purchase Price shall be increased by the amount by which Closing Net Working Capital exceeds the Target Net Working Capital, and if the Closing Net Working Capital is less than the Target Net Working Capital, the Purchase Price shall be decreased by the amount by which Closing Net Working Capital is less than the Target Net Working Capital. If the Closing Eligible Capital Expenditures exceeds the applicable Target Eligible Capital Expenditures, the Purchase Price shall be increased by the amount by which Closing Eligible Capital Expenditures exceeds such applicable Target Eligible Capital Expenditures, and if the Closing Eligible Capital Expenditures is less than the applicable Target Eligible Capital Expenditures, the Purchase Price shall be decreased by the amount by which Closing Eligible Capital Expenditures is less than such applicable Target Eligible Capital Expenditures. The Purchase Price as so increased or decreased under this Section 2.03(c) shall hereinafter be referred to as the “Adjusted Purchase Price”. If the Closing Date Payment is less than the Adjusted Purchase Price, Purchaser shall, and if the Closing Date Payment is more than the Adjusted Purchase Price, Seller shall, in each case within 10 Business Days after the Closing Date Statement becomes final and binding on the parties, make payment by wire transfer in immediately available funds to one or more accounts designated in writing at least two Business Days prior to such payment by the party entitled to receive such payment, plus interest thereon at a rate of interest equal to 6% per annum, calculated on the basis of the actual number of days elapsed divided by 365, from the Closing Date to the date of payment.

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