Payments by Parent Sample Clauses

Payments by Parent. (i) To the extent that payments made by any AFGI Subsidiary pursuant to clause 3(a)(i) and paragraph 4 exceed the Separate Subsidiary Tax liability of such AFGI Subsidiary for a Taxable Period, AFGI shall, no later than thirty (30) days after the filing of the Group’s consolidated federal tax return with respect to such Taxable Period, pay such excess to such AFGI Subsidiary. (ii) To the extent that payments made by AAC on behalf of the AAC Subgroup pursuant to clause 3(a)(ii) and paragraph 4 with respect to a Taxable Period exceed the Separate Subsidiary Tax liability of the AAC Subgroup for such Taxable Period, AFGI shall, no later than thirty (30) days after the filing of the Group’s consolidated federal tax return with respect to such Taxable Period, pay such excess to AAC; provided, however, that Parent shall be entitled to offset and retain any portion of such excess to the extent that AAC has not previously made all payments required under this Tax Sharing Agreement and the Prior Agreement. (iii) With respect to (1) any Taxable Period of the Group that does not include a Deconsolidation Event or (2) the portion of any Taxable Period of the Group prior to the occurrence of a Deconsolidation Event, to the extent that payments made by AAC on behalf of the AAC Subgroup pursuant to subparagraph 3(c) exceed the payments required to be made thereunder, AFGI shall, no later than thirty (30) days after the filing of the Group’s consolidated federal tax return with respect to such Taxable Period, pay such amounts to AAC; provided, however, that Parent shall be entitled to offset and retain any portion of such excess to the extent that AAC has not previously made all payments required under this Tax Sharing Agreement and the Prior Agreement. (iv) For each Taxable Period of the Group beginning on or prior to the date on which a Deconsolidation Event occurs, Parent shall pay to AAC on behalf of the AAC Subgroup any amounts due pursuant to clause 3(c)(vii) hereof no later than the due date (excluding extensions) of the Group’s consolidated federal tax return with respect to such Taxable Period. (v) For the avoidance of doubt, the provisions of paragraph 5 shall be taken into account with respect to any payments made as a result of a Final Determination or Carryback Payment (as such terms are defined below).

Payments by Parent. Parent shall not, without the prior written consent of all of the Syndication Parties (which they may grant or withhold in their discretion) directly or indirectly, declare or pay any dividends (other than dividends payable solely in stock of Parent) on account of any shares of any class (including common or preferred stock) of its capital stock now or hereafter outstanding, or set aside or otherwise deposit or invest any sums for such purpose, or redeem, retire, defease, purchase or otherwise acquire any shares of any class of its capital stock (or set aside or otherwise deposit or invest any sums for such purpose) for any consideration other than common stock or apply or set apart any sum, or make any other distribution (by reduction or capital or otherwise) in respect of any such shares or agree to do any of the foregoing; provided that if no Potential Default or Event of Default shall exist before and after giving effect thereto, Parent may pay dividends, or redeem stock, so long as Borrower has caused Parent to provide to the Administrative Agent written notice of Parent’s intention to do so at least thirty (30) days prior to Parent declaring, setting aside, or paying any such dividends, accompanied by a proforma Compliance Certificate showing that, after giving effect to the payment of such dividends, Borrower will be, on a consolidated basis with the other Consolidated Entities, in compliance with each of the financial covenants set forth in Subsections 9.12.1, 9.12.2, and 9.12.3 hereof by a margin of at least .25 to 1.00, and Borrower will be in compliance with Subsection 9.12.4 hereof; provided further that (a) the aggregate amount of such dividends and stock redemptions shall not exceed $2,000,000.00 during any Fiscal Year with respect to which Borrower’s Senior Debt to EBITDA is equal to or more than 1.00 to 1.00 on a historic and/or proforma basis. 1.11 Section 10.13 is amended to read as follows:

Payments by Parent. In the event that this Agreement is terminated by the Company or Parent pursuant to Section 8.01(b)(i) or Section 8.01(b)(ii) (but in the case of either Section 8.01(b)(i) or 8.01(b)(ii), only if (A) the Company Stockholder Approval has occurred and (B) the condition to closing set forth in Section 7.01(c)(v) shall be satisfied as of the date of such termination) or by the Company pursuant to Section 8.01(c) (but in the case of Section 8.01(c), only if such termination is due to a willful or intentional breach of any representation, warranty or covenant by Parent), Parent shall promptly, but in no event later than two business days after the date of such termination, pay the Company a fee equal to the Termination Fee.

Payments by Parent. At the Closing, Parent shall furnish (or cause to be furnished) the “Parent Closing Merger Consideration” to the Stockholders in accordance with this Agreement, which equals Two Hundred Sixty One Million One Hundred Twenty Seven Thousand Dollars ($261,127,000.00) (the “Parent Purchase Price”): (A) Less: a. Parent’s Pro Rata Portion of the Indemnification Escrow Amount; b. Parent’s Pro Rata Portion of the Indebtedness Payoff Amount; c. Parent’s Pro Rata Portion of the Transaction Expenses Amount; d. Parent’s Pro Rata Portion of the Stockholder Representative Expense Amount; and e. Parent’s 50% portion of the HoldCo R&W Insurance Cost.

Payments by Parent. Parent shall cause distributions or other payments to be made to it by one or more of its wholly owned subsidiaries of amounts sufficient if necessary to enable Parent to meet its obligations to MMC under this Agreement.

Payments by Parent. For the avoidance of doubt, nothing in this Article 2 or anything else in this Agreement will require Parent or any of its Affiliates to pay or cause to be paid any cash in excess of the Cash Consideration, or issue any Parent Shares (or securities exercisable for Parent Shares) in excess of the Share Consideration, in each case as set forth in this Article 2, except to the extent necessary to issue Assumed Options or Parent RSUs pursuant to Section 2.4 (which shall have the effect of reducing the cash payable as Cash Consideration by equal amount).

Payments by Parent. If the Actual Working Capital is greater than the Estimated Working Capital, Parent shall pay to the Representative (on behalf of the Company Stockholders and Participating Optionholders) within ten (10) Business Days after determination of the Actual Working Capital, by wire transfer of immediately available funds to an account designated by the Representative an amount equal to the excess of the Actual Working Capital over the Estimated Working Capital. Any amounts received pursuant to this Section 3.05(d) shall be distributed by the Representative to the Company Stockholders and Participating Optionholders pro rata in accordance with each such Person’s Pre-Closing Percentage as set forth on the Final Allocation Schedule.

Payments by Parent. Parent shall deliver, based on the Spreadsheet delivered by the Company and the Shareholders as described in Section 7.1(k) above, the Total Consideration as follows: (i) An aggregate of $504,404.80 shall be paid to the persons entitled to receive the Third Party Payments in accordance with wire or other instructions provided to Parent by the Company; (ii) An aggregate of $146,461.97 shall be paid to the persons entitled to receive the Contingent Closing Payments payable at Closing as detailed in the Spreadsheet in accordance with wire or other instructions previously provided to Parent by the Company (Parent shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Section 7.1(m)(ii) to any person entitled to receive a Contingent Closing Payment such amounts as may be required to be deducted or withheld therefrom under any provision of federal, state, local, or foreign tax law or under any other applicable legal requirement; to the extent such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the person entitled to receive the Contingent Closing Payment hereunder to whom such amounts would otherwise have been paid); (iii) An aggregate of $1,715,724.00 shall be paid to the UAP Participants as detailed in the Spreadsheet in accordance with the Company standard payroll practices (Parent shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Section 7.1(m)(iii) to any UAP Participant such amounts as may be required to be deducted or withheld therefrom under any provision of federal, state, local, or foreign tax law or under any other applicable legal requirement; to the extent such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the UAP Participant to whom such amounts would otherwise have been paid); (iv) An aggregate of $27,001.70 shall be paid or set aside for payment to the appropriate tax authorities for employer Taxes required to be paid in connection with the payments under clauses (ii) and (iii) above; (v) An amount equal to the Escrow Amount shall be deposited with the Escrow Agent in accordance with wire instructions previously provided to Parent; and (vi) An amount equal to the Net Total Consideration minus the Escrow Amount will be paid to the Shareholders in accordance with wire...

Payments by Parent. To the extent that payments made by any Subsidiary pursuant to paragraph 3(a) and paragraph 4 exceed the Subsidiary Separate Tax liability of such Subsidiary for a Taxable Period, Parent shall, no later than thirty days after the filing of the Group’s consolidated federal income tax return for such Taxable Period, refund such excess to such Subsidiary. In the event that any Subsidiary is entitled to reduce such Subsidiary’s Subsidiary Separate Tax for a prior Taxable Period begun on or after the Effective Time as the result of a net operating loss or other tax benefit of such Subsidiary generated in a later Taxable Period, Parent shall, no later than thirty days after the filing of the Group’s consolidated Federal income tax return for such later Taxable Period, pay to such Subsidiary the amount of actual permanent tax savings fairly attributable to the use by the Group of such net operating loss or other tax benefit.

Payments by Parent. In the event that Forestar benefits the Group as a result of having a net operating loss or other tax benefit that cannot be utilized in the calculation of the Forestar Separate Tax, Parent shall pay to Forestar the amount of tax savings as if Forestar had been able to utilize the net operating loss or other tax benefit in the calculation of the Forestar Separate Tax. Payment will be made first by offset to any amount owed to Parent by Forestar and then upon demand for payment being made by Forestar giving at least three business days advance notice in writing to Parent of any payment to be paid pursuant to this paragraph. Forestar is not required to make demand for payment annually and may in its discretion let any payments owed to it accumulate for two or more years before making its demand for payment.