Payment of the Consideration. The consideration shall be paid to the Contributor in the following manner:
(a) The Acquiror shall receive a credit against the Consideration in an amount equal to the Contributor's closing costs assumed and paid for by the Acquiror pursuant to Section 6.4 hereof.
(b) The Acquiror shall receive a credit against the Consideration in an amount equal to the outstanding balance (principal, interest, fees and the like), as of the date of Closing, of the existing mortgage loan encumbering the property as such balance is evidenced by a letter from the lender, which loan the Acquiror shall take subject to or, if requested, assume.
(c) The Acquiror shall receive a credit against the Consideration in an amount equal to the outstanding balance ( principal, interest, fees and the like), as of the date of Closing, of the Contributor's loan to Xxxxxxxxxxx Enterprises, Ltd. as such balance is evidenced by a letter from the lender, which loan the Acquiror shall assume.
(d) The Acquiror shall pay the balance of the Consideration, as adjusted by the prorations pursuant to Section 6.5 hereof, in the form of units of Partnership Units or in the lawful money of the United States or in any combination thereof as acceptable to the Contributors. The parties agree that the transfer of the assets to the Acquiror pursuant to this Agreement shall be treated for federal income tax purposes as a contribution of such assets solely in exchange for a partnership interest in Acquiror that qualifies as a tax-free contribution under Section 721 of the Internal revenue Code of 1986, as amended.
Payment of the Consideration. (a) Prior to the filing of the Articles of Arrangement, the Acquiror shall deposit, for the benefit of the holders of Common Shares (other than Dissenting Shareholders) and Warrants (other than Dissenting Warrantholders), as applicable, sufficient cash to pay (i) the aggregate Consideration payable to holders of Common Shares (other than Dissenting Shareholders) pursuant to Section 2.3(e), and (ii) the aggregate Consideration payable to holders of Warrants (other than Dissenting Warrantholders) pursuant to Section 2.3(c).
(b) Upon surrender to the Depositary for cancellation of a certificate which immediately prior to the Effective Time represented outstanding Common Shares transferred pursuant to Section 2.3(e), together with a duly completed and executed Letter of Transmittal and such additional documents and instruments as the Depositary may reasonably require, the holder thereof shall be entitled to receive in exchange therefor, and the Depositary shall deliver to such holder, the aggregate Consideration which such holder has the right to receive under Section 2.3(e), less any amounts withheld pursuant to Section 4.3, and any share certificate so surrendered shall forthwith be cancelled. Upon surrender to the Depositary for cancellation of a certificate which immediately prior to the Effective Time represented outstanding Warrants transferred pursuant to Section 2.3(c), together with a duly completed and executed Letter of Transmittal and such additional documents and instruments as the Depositary may reasonably require, the holder thereof shall be entitled to receive in exchange therefor, and the Depositary shall deliver to such holder, the aggregate Consideration which such holder has the right to receive under Section 2.3(c), less any amounts withheld pursuant to Section 4.3, and any warrant certificate so surrendered shall forthwith be cancelled.
(c) On the day following the Effective Date, the Corporation shall pay the amounts to be paid to holders of Options either (i) pursuant to the normal payroll practices and procedures of the Corporation, or (ii) in the event that payment pursuant to the normal payroll practices and procedures of the Corporation is not practicable for any such holder, by cheque (delivered to such holder of Options as reflected on the register maintained by or on behalf of the Corporation in respect of the Options), less any amounts withheld pursuant to Section 4.3. The Acquiror shall advance by way of a demand, non-interest ...
Payment of the Consideration. The Consideration and the Post Locked Box Date Lending Amount shall be paid by the Purchaser in cash on Completion, by irrevocable wire transfer, value date on the Completion Date, as follows :
(a) an amount equal to EUR 1,500,000 less (if the [*] Claim is finally settled prior to the Completion Date) the Net [*] Claim Payment Amount, shall be paid to the Seller for the sale and purchase of the Quota (the “Quota Consideration”). If: (a) the [*] Claim has been finally settled prior to the Completion Date, the Quota Consideration shall be paid into the Designated Account; or (ii) if the [*] Claim has not been finally settled prior to the Completion Date, the Quota Consideration shall be paid into the Escrow Account; and
(b) an amount equal to EUR 4,202,536 less
i. any Leakage notified under Clause 4.6; and
ii. the WHT Amount (to the extent such amount is not included in the Leakage notification), (the “Intercompany Pay-Off Amount”) shall be paid into the bank accounts notified in the Indebtedness Schedule (and shall absolutely discharge the Company for any liability against any member of the Seller’s Group in respect of the Intercompany Indebtedness as well as the Intercompany Pay-Off Amount); and
(c) the Post-Locked Box Date Lending Amount shall be paid into the Designated Account in repayment of all Post-Locked Box Date Lending (and the payment of such amount into the Designated Account shall absolutely discharge the Company for any liability against any member of the Seller’s Group in connection with the Post-Locked Box Date Lending). In the event that the Quota Consideration is payable into the Designated Account, the Seller shall have the right to elect in the Indebtedness Schedule that the Leakage notified under Clause 4.6 and the WHT Amount will be deducted from the Quota Consideration rather than the Intercompany Pay-Off Amount. For the avoidance of any doubt, an example calculation of the Consideration is attached hereto as Schedule 15.
Payment of the Consideration. The Parties acknowledge that the Operating Company has paid the Consideration to El Paso. El Paso hereby acknowledges receipt of the Consideration.
Payment of the Consideration. The consideration shall be paid by Shanghai Sunac Real Estate to Greentown Investment in the following manner:
Payment of the Consideration. The consideration for (i) the disposal of the 50% equity interests in Zhejiang Jinying by Shanghai Forest Golf to Greentown Real Estate and (ii) the assignment of shareholders’ loan by Sunac Zhidi to Greentown Real Estate shall be paid by Greentown Real Estate in the following manner:
Payment of the Consideration. 6.1 The Consideration shall be paid as follows, an amount equal to the –
6.1.1 Escrow Amount held in escrow by the Escrow Agent, to Harmony by the Escrow Agent for and on behalf of Wits Gold; and
6.1.2 the Balance of the Consideration, plus VAT on the full Consideration, held in escrow by the Escrow Agent, to Harmony by the Escrow Agent for and on behalf of Wits Gold, on the Effective Date.
6.2 All payments to be made in terms of this Agreement will be made by electronic transfer of immediately available and freely transferable funds into Harmony’s Designated Account, free of any deductions or set-off whatsoever, in the currency of the Republic of South Africa.
Payment of the Consideration. The Parties acknowledge that the Partnership Parties have issued and distributed the Aggregate Consideration to the Contributing Parties. The Contributing Parties hereby acknowledge receipt of the Aggregate Consideration.
Payment of the Consideration. The Parties acknowledge that the Partnership has paid the Consideration to EP Noric. EP Noric hereby acknowledges receipt of the Consideration.
Payment of the Consideration. The consideration shall be paid by Greentown Real Estate to Sunac Construction in the following manner:
