Payments at Closings Sample Clauses

Payments at Closings. (a) The Fund shall have one or more closings (each a “Closing”) at which time Persons may be admitted as Limited Partners of the Fund pursuant to the terms hereof and existing Limited Partners may be offered the opportunity to increase their Capital Commitments. The first Closing (the “Initial Closing”) shall occur on such date as determined by the General Partner and all subsequent Closings (each an “Additional Closing”) shall occur on such date(s) as may be determined by the General Partner (the “Additional Closing Dates”); provided, however, that the last Closing shall occur no later than one year after the date of the Initial Closing, which date may be extended by the Board of Directors in its sole discretion (the “Final Closing Date”). The books and records of the Fund shall be amended following each Closing to reflect the identity of the Limited Partners and their respective Capital Contributions. (b) A Limited Partner making an initial Capital Commitment at an Additional Closing shall make a Capital Contribution equal to the aggregate Capital Contributions that would have been due to the Fund from such Limited Partner if such Limited Partner had been admitted at the Initial Closing and may be required, at the General Partner’s sole and absolute discretion, to pay a make-up payment (the “Make-Up Payment”) to the Fund. The amount of such Make-Up Payment will be calculated by applying an annualized rate of 8% per annum to the amount that such Limited Partner would have contributed to the Fund if such Limited Partner had participated in the Initial Closing and made Capital Contributions at such times and in proportionate amounts as existing Limited Partners that participated in the Initial Closing (i.e., the percentage of the Limited Partner’s Capital Commitment contributed at the Additional Closing would be the same percentage as the amount of Capital Contributions made by existing Limited Partners at the Initial Closing relative to such existing Limited Partners’ Capital Commitments at the Initial Closing). The 8% Make-Up Payment rate will be applied over the period of time since such Capital Contributions were made by such existing Limited Partners. Such Make-Up Payment shall not be treated as Capital Contributions and shall not reduce the amount of the contributing Limited Partner’s Capital Commitment.
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Payments at Closings. (a) The Fund shall have one or more closings (each a “Closing”) at which time Persons may be admitted as Limited Partners of the Fund pursuant to the terms hereof and existing Limited Partners may be offered the opportunity to increase their Capital Commitments. The first Closing (the “Initial Closing”) shall occur on such date as determined by the General Partner and all subsequent Closings (each an “Additional Closing”) shall occur on such date(s) as may be determined by the General Partner (the “Additional Closing Dates”); provided, however, that the last Closing shall occur no later than one year after the date of the Initial Closing, which date may be extended by the Board of Directors in its sole discretion (the “Final Closing Date”). The books and records of the Fund shall be amended following each Closing to reflect the identity of the Limited Partners and their respective Capital Contributions. (b) A Limited Partner making an initial Capital Commitment at an Additional Closing shall make a Capital Contribution equal to the aggregate Capital Contributions that would have been due to the Fund from such Limited Partner if such Limited Partner had been admitted at the Initial Closing.
Sample 1
Payments at Closings. The Company shall have one or more closings (each a “Closing”) at which time Persons may be admitted as Members of the Company pursuant to the terms hereof and existing Members may be offered the opportunity to increase their Capital Commitments. The first Closing (the “Initial Closing”) shall occur on such date as determined by the Managers in their sole discretion and all subsequent Closings (each an “Additional Closing”) shall occur on such date(s) as may be determined by the Managers in their sole discretion (the “Additional Closing Dates”); provided, however, that the last Closing shall occur no later than one year after the date of the Initial Closing, which date may be accelerated or extended by the Managers in their sole discretion (the “Final Closing Date”). The books and records of the Company shall be amended following each Closing to reflect the identity of the Members and their respective Capital Contributions.
Sample 1
Payments at Closings. The Fund shall have one or more closings (each a “Closing”) at which time Persons may be admitted as Limited Partners of the Fund pursuant to the terms hereof and existing Limited Partners may be offered the opportunity to increase their Capital Commitments. The first Closing (the “Initial Closing”) shall occur on such date as determined by the General Partner and all subsequent Closings (each an “Additional Closing”) shall occur on such date(s) as may be determined by the General Partner (the “Additional Closing Dates”); provided, however, that the last Closing shall occur no later than one year after the date of the Initial Closing, which date may be extended by the Board of Directors in its sole discretion (the “Final Closing Date”). The books and records of the Fund shall be amended following each Closing to reflect the identity of the Limited Partners and their respective Capital Contributions.
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Payments at Closings. 8 1.04 Closing Date Financial Statements and Certificate of Adjustments . . . . . . . . . . . . . 8 1.05
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Payments at Closings. (a) Upon the terms and subject to the conditions of this Agreement, on the Applicable Closing Date, KO shall, or shall cause the KO Buyers to, pay to the CS Parties the Preliminary Purchase Price (or portion thereof) as determined in accordance with Section 1.03(b). (b) Not later than seven business days prior to each Applicable Closing Date, the CS Parties shall prepare and deliver to the KO Buyers an estimate of the Assumed Debt, the Working Capital Adjustment (itemized in reasonable detail on an obligation by obligation and item by item basis) and cash and cash equivalents of the Purchased Company and the Subsidiaries as of the close of business on the Applicable Closing Date, and a calculation of the estimated Purchase Price (or portion thereof) (the "Preliminary Purchase Price") to be paid at the Applicable Closing based on such Assumed Debt, Working Capital Adjustment, cash and cash equivalents, and the Purchased Businesses being purchased at such Applicable Closing. The calculations of the Assumed Debt, Working Capital Adjustment, cash and cash equivalents and the Preliminary Purchase Price shall be accompanied by a certificate of the chief financial officer of each of the CS Parties involved in the Applicable Closing to the effect that such calculations represent a good faith effort accurately to determine such items in a manner consistent with the methods to be used in preparing the Applicable Closing Date Financial Statements.
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Payments at Closings. (i) In consideration of the license by Hyundai of the Intangible Assets to DVS, DVS at the IP Closing shall issue to Hyundai 2,000,000 shares of Common Stock. (ii) In consideration of the transfer by Hyundai of the Tangible Assets to DVS-Korea, DVS-Korea at the Asset Closing shall pay to Hyundai $1,000,000 (United States Dollars) by wire transfer or certified check, and DVS-Korea shall assume the liabilities under Sections 1.4(c) and 1.5 hereof accrued through the Asset Closing Date (as defined below). (iii) The offer and sale of the Common Stock issued to Hyundai hereunder has not been registered under the United States Securities Act of 1933, as amended (the "Securities Act"). Such Common Stock must be held by Hyundai until such Common Stock is registered pursuant to an effective registration statement under the Securities Act and all applicable state securities laws or any state of the United States, as provided for in Section 8.5 hereof. (iv) Hyundai agrees not to sell or otherwise transfer the Common Stock for a period of 180 days from and after the Asset Closing Date (as defined below). After the expiration of such 180 day period and subject to Section 1.2(a)(iii) hereof, Hyundai shall be entitled to transfer or sell all of such then existing shares of Common Stock (as may be adjusted for stock splits or dividends).
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Related to Payments at Closings

  • Payments at Closing Upon the terms and subject to the conditions set forth in this Agreement, Parent will deliver or cause to be delivered on the Closing Date and at the Closing: 3.4.1. to the lenders (or the applicable agents therefor), by wire transfer of immediately available funds to the bank accounts designated by the Company in the Closing Statement (or bank accounts designated in any applicable payoff letters with respect to such Debt), an amount necessary to repay, on behalf of the Company, in full the outstanding amount of Debt of the Company and certain of the Company Subsidiaries pursuant to the Term Credit Agreement and Revolving Credit Agreement; 3.4.2. to the Escrow Agent, by wire transfer of immediately available funds to a bank account that has been designated in writing by the Escrow Agent at least one Business Day prior to the Closing Date, the Adjustment Escrow Amount, to be held by the Escrow Agent under the Escrow Agreement pursuant to the terms and conditions thereof; 3.4.3. to the Persons to whom such amounts are payable, by wire transfer of immediately available funds to bank accounts that have been designated in writing by the Company to Parent at least one Business Day prior to the Closing Date (or bank accounts designated in any applicable invoices with respect thereto), the amounts necessary to pay all Transaction Expenses not paid prior to the Closing Date (provided that the amount of any transaction bonus or similar payments to any employees of the Company or any Company Subsidiary shall be paid to an account of the Company designated in writing by the Company to Parent at least one Business Day prior to the Closing Date and paid to the applicable employees, in each case, subject to Section 3.9; through the Company’s payroll system in a distribution to occur on the Closing Date or as soon as practicable thereafter); 3.4.4. to the Representative, by wire transfer of immediately available funds to an account of the Representative designated by the Representative to Parent at least one Business Day prior to the Closing Date, an amount specified by the Representative to Parent as the initial funding of the Representative Expense Fund; 3.4.5. to Blocker Seller, by wire transfer of immediately available funds to a bank account of Blocker Seller that has been designated in writing to Parent by Blocker Seller at least one Business Day prior to the Closing Date, the amounts payable to Blocker Seller at the Closing under Sections 2.1(a) and 2.1(b) and, in each case, subject to Section 3.9; 3.4.6. to each of the Company Members other than Blocker, by wire transfer of immediately available funds to bank accounts thereof that have been designated in writing to Parent by the Company at least one Business Day prior to the Closing Date, the amounts payable to such Company Members at Closing pursuant to Section 3.1.1(a) and, in each case, subject to Section 3.9; and 3.4.7. to the Company, by wire transfer of immediately available funds to a bank account of the Company designated in writing to Parent by the Company at least one Business Day prior to the Closing Date, the amounts payable to the Company Optionholders in connection with the Closing pursuant to Section 3.2(b)(i) (for further distribution to each of the Company Optionholders, subject to Section 3.9, through the Company’s payroll system in a distribution to occur on the Closing Date or as soon as reasonably practicable thereafter).

  • Payment at Closing The Borrower shall have paid (A) to the Administrative Agent, the Arranger and the Lenders the fees set forth or referenced in Section 5.3 and any other accrued and unpaid fees or commissions due hereunder, (B) all 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 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.

  • Cash at Closing At Closing, Purchaser shall pay to Seller, by wire transferred current federal funds, an amount equal to the Purchase Price, minus the sum of the Xxxxxxx Money which Seller receives at Closing from the Escrowee, and plus or minus, as the case may require, the closing prorations and adjustments to be made pursuant to Section 4(C) below.

  • Documents at Closing At the Closing, the following documents shall be delivered: (a) Duska will deliver, or will cause to be delivered, to Shiprock the following: (1) a certificate executed by the Chief Executive Officer or President of Duska to the effect that all representations and warranties made by Duska under this Agreement are true and correct as of the Closing and as of the Effective Date, the same as though originally given to Shiprock or Shiprock Sub on said date; (2) a certificate from the state of Duska’s incorporation dated within five business days of the Closing to the effect that Duska is in good standing under the laws of said state; (3) Investment Letters in the form attached hereto as Exhibit “D” executed by each of the Duska stockholders referred to in Section 9(c); (4) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement; (5) executed copy of the Certificate of Merger for filing in Delaware; and certified copies of resolutions adopted by the stockholders and directors of Duska authorizing the Merger; (6) all other items, the delivery of which is a condition precedent to the obligations of Shiprock and Shiprock Sub, as set forth herein, including the asset transfer and assumption agreements contemplated by Section 7(f); and (7) the legal opinion required by Section 9(e) hereof. (b) Shiprock and Shiprock Sub will deliver or cause to be delivered to Duska: (1) stock certificates representing those securities of Shiprock to be issued as a part of the Merger as described in Section 2 hereof; (2) a certificate of the President of Shiprock and Shiprock Sub, respectively, to the effect that all representations and warranties of Shiprock and Shiprock Sub made under this Agreement are true and correct as of the Closing, the same as though originally given to Duska on said date; (3) certified copies of resolutions adopted by Shiprock’s and Shiprock Sub’s Board of Directors and Shiprock Sub’s stockholder authorizing the Merger and all related matters; (4) certificates from the jurisdiction of incorporation of Shiprock and Shiprock Sub dated within five business days of the Closing Date that each of said corporations is in good standing under the laws of said state; (5) opinion of Shiprock’s counsel as described in Section 8(l) above; (6) such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement; (7) written resignation of all of the officers and directors of Shiprock and Shiprock Sub; (8) Escrow Agreement, signed by Xxxxx and Xxxxxx X. Xxxx and Associates, Ltd.; (9) Certified copy of the filed Amended and Restated Articles of Incorporation; (10) Indemnification Waiver letter signed by Xxxxx; and (11) all other items, the delivery of which is a condition precedent to the obligations of Duska, as set forth in Section 8 hereof, including the asset transfer and assumption agreements contemplated by Section 7(f).

  • Post-Closing Payments (a) Should Grantor receive any amount arising from, or attributed to, the Grantor Interest (including without limitation amounts related to a Settlement Request) then Grantor shall promptly deliver to Participant an amount equal to such amount less: (i) any taxes, duties or other amounts required to be paid or withheld by Grantor with respect to those amounts (including without limitation any stamp duty or tax payable with respect to the sale, transfer or other disposition of such securities or other cash or non-cash distributions and any other fees or expenses (including legal fees) paid, payable, reimbursed or reimbursable by Grantor or Administrator in connection with the sale, transfer or other disposition of such securities or other cash or non-cash distributions); and (ii) any amounts owed by Participant to Grantor or Administrator as of the relevant time ((i) and (ii) together, the “Fees and Expenses”), to Participant pursuant to the wire instructions provided by Participant (which instructions must be with respect to a bank account opened in the name of Participant and must be provided at least five (5) Business Days prior to the date of wiring). (b) Upon receipt by Grantor of any securities or any other non-cash distributions with respect to the Grantor Interest (including the receipt of ADSs pursuant to a Settlement Request): (i) in the case of ADSs received pursuant to a Cash Settlement Request or an ADS Settlement Request where Grantor has elected pursuant to Section 5(b)(ii) to fulfill such ADS Settlement Request in cash, Grantor shall use commercially reasonable efforts to sell such ADSs to any person whatsoever at Participant’s expense, in accordance with the provisions of Section 5(b) and distribute the resulting cash to Participant in accordance with Section 6(a); (ii) in the case of ADSs received pursuant to an ADS Settlement Request other than cases in which Grantor has elected pursuant to Section 5(b)(ii) to fulfill such ADS Settlement Request in cash (or where any Settlement Request cannot be fulfilled in cash), Grantor shall use commercially reasonable efforts to transfer such ADSs (net of the In-Kind Fees and Expenses) to Participant at Participant’s expense, in accordance with the provisions of Section 5(b). “In-Kind Fees and Expenses” means such portion of securities or any other non-cash distributions received by Grantor with respect to the Grantor Interest the value of which is equal to the Fees and Expenses due as of the relevant date. In the case of ADSs, the value of such ADSs shall be calculated by Administrator based on the VWAP Price and in the case of other securities or other non-cash distributions, shall be calculated by Administrator on such basis as it reasonably determines. “VWAP Price” means the value obtained by dividing (A) the aggregate turnover of trading in the ADSs during the five (5) Trading Days immediately before the date Grantor receives the relevant distribution (the “VWAP Period”) by (B) the aggregate trading volume of the ADSs during the VWAP Period provided that if the VWAP Price cannot be calculated in accordance with the preceding formula the VWAP Price shall be determined by Administrator on such basis as it reasonably determines. “Trading Day” means any day on which the ADSs are traded on The NASDAQ Global Market.

  • Deliveries at Closing Buyers’ Parent shall have delivered or caused to be delivered to Sellers’ Representative the following documents, each properly executed and dated as of the Closing Date, and in form and substance reasonably acceptable to Sellers’ Representative: (a) the Tredegar Brasil Deliverables set forth in Section 2 of Exhibit D; (b) the Tredegar India Interests Purchase Agreement and the documents and instruments set forth in Section 2.4 thereunder that are required to be delivered at Closing in order to effect the purchase and sale of the Tredegar India Interests and the transfer of legal ownership of the Nominee Interest as contemplated thereby; (c) a certificate of an authorized officer of Buyers’ Parent certifying as to the satisfaction of the closing conditions set forth in Sections 9.1 and 9.2; (d) a certificate of the secretary or other authorized officer of Buyers’ Parent certifying as to: (i) the accuracy and completeness of attached copies of the Organizational Documents of each Buyer certified by the applicable Governmental Authority as of a recent date, and (ii) the resolutions of the equityholders of Buyers, if required, and the board of directors or the board of managers, as applicable, of Buyers authorizing and approving the execution and delivery of this Agreement by Buyer and all other agreements contemplated hereby, the performance of Buyers’ obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby; (e) instruments necessary to effect the replacement, effective as of Closing, of the directors, managers and officers, as applicable, of the Target Companies and Target Subsidiaries set forth on Annex 8.5(h), including, as required by applicable Law, resolutions of the governing bodies of a Target Company or any Target Subsidiary and amendments to applicable Organizational Documents; (f) the Escrow Agreement; and (g) the Transition Services Agreement.

  • Closing Payments At the Closing, Buyer will pay or cause to be paid from the Closing Purchase Price as set forth in the Pre-Closing Statement, subject to any mutually agreed adjustments determined by Buyer and Seller pursuant to Section 3.4(a), the following amounts to Seller or such other Persons as follows: (a) the Financial Debt as set forth in the Payoff Letters and the unpaid Transaction Expenses in accordance with the payment instructions delivered by Seller to Buyer before the Closing; (b) an amount equal to 66.67% of the Closing Cash Consideration (the “Closing Cash Payment”) via wire transfer to the bank accounts designated by Seller to Buyer in writing at least five (5) Business Days prior to the Closing Date, which may be the accounts of the Members (the “Member Bank Accounts”), or the Seller (the “Seller’s Bank Account”) to be paid to Seller or, to the extent designated in accordance with Section 3.11, to the Members in accordance with their respective Pro Rata Percentages; (c) Parent will issue to Seller, or, to the extent designated by Seller in writing at least five (5) Business Days prior to the Closing Date and in accordance with Section 3.11, to the Members in accordance with their respective Pro Rata Percentages, a number of shares of unregistered common stock, par value $0.001 per share, of Parent (“Parent Common Stock”) equal to 85.00% of the Stock Value divided by the Per Parent Share Price (the “Closing Stock Payment”); (d) Parent will deposit with the Escrow Agent a number of shares of unregistered Parent Common Stock equal to 15.00% of the Stock Value divided by the Per Parent Share Price (the “Indemnity Escrow Shares”) in an account to be established by the Escrow Agent in accordance with the Escrow Agreement (the “Escrow Account”).

  • Transactions at Closing At the Closing, subject to the terms and conditions hereof:

  • Funds at Closing Buyer and Seller agree that before the recording can take place, funds provided shall be in one (1) of the following forms: cash, interbank electronic transfer, money order, certified check or cashier’s check drawn on a financial institution located in the State, or any above combination that permits the Seller to convert the deposit to cash no later than the next business day.

  • Payments and Completion Payments may be withheld because of (1) defective work not remedied; (2) failure of contractor to make proper payments to subcontractors, workers, or suppliers; (3) persistent failure to carry out work in acceptance with this Agreement or these general conditions, or (4) legal claims. Final payment will be due after complete release of any and all liens arising out of the contract or submission of receipts or other evidence of payment covering all subcontractors or suppliers who could file such a lien. The contractor agrees to indemnify the Owner against such liens and will refund all monies including costs and reasonable attorney’s fees paid by the owner in discharging the liens. A 10 percent holdback is required by the lender to assure the work has been properly completed and there are no liens against the property.

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