Post-Closing Payments Related to Owned Real Property Sample Clauses

Post-Closing Payments Related to Owned Real Property. (a) In addition to the foregoing, the parties agree to the following one-time post-Closing payment. In the event that during the first three (3) years following the Closing Date (the "Subject Period"): (i) General Motors vacates more than ten percent (10%) in the aggregate or more of the Owned Real Property ("Event 1"); or (ii) notwithstanding Purchaser's commercially reasonable efforts to the contrary, and without otherwise expressly compensating Purchaser in exchange for such reduction, General Motors reduces the amount of aggregate annual rent it currently pays to MegaTech, ("Event 2"), Seller shall make a payment to Purchaser within ten (10) days of the end of the Subject Period in immediately available funds in an amount equal to the lesser of: (w) fifty percent (50%) of the amount by which rent received by MegaTech on account of the Owned Real Property during the Subject Period is less than the sum of lease payments made (or principal and interest payments made in the event Purchaser elects to obtain third party financing of the Owned Real Property) and, subject to subsection (b) below, operating expenses incurred by MegaTech on account of such Owned Real Property during such period and (x) a payment cap calculated as follows: (i) in the case of Event 1, the cap amount shall be Three Million Dollars ($3,000,000) if Event 1 occurs within the first year of the Subject Period, Two Million Dollars ($2,000,000) if Event 1 occurs within the second year of the Subject period, and One Million Dollars ($1,000,000) if Event 1 occurs within the third year of the Subject Period; (ii) in the case of Event 2, the cap amount shall be Two Million Two Hundred Fifty Thousand Dollars ($2,250,000) if Event 2 occurs within the first year of the Subject Period, One Million Five Hundred Thousand Dollars ($1,500,000) if Event 2 occurs within the second year of the Subject Period, and Seven Hundred Fifty Thousand Dollars ($750,000) if Event 2 occurs within the third year of the Subject Period.
Sample 1
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Related to Post-Closing Payments Related to Owned Real Property

  • Owned Real Property The Company does not own any real property.

  • Post-Closing Payments (a) On the first anniversary of the Closing Date, Buyer will pay to Seller or, to the extent designated by Seller in writing and in accordance with Section 3.11, to the Members in accordance with their respective Pro Rata Percentages, the remaining 33.33% of the Closing Cash Consideration, as finally determined in accordance with Section 3.4 (the “Deferred Cash Payment”), via wire transfer to the Seller’s Bank Account or the Member Bank Accounts, as applicable.

  • After Acquired Real Property Upon the acquisition by it or any of its Domestic Subsidiaries that is a Loan Party after the date hereof of any Material Real Estate Asset (each such interest being an “After Acquired Property”), as soon as reasonably practicable so notify the Collateral Agent, setting forth with specificity a description of the interest acquired, the location of the real property, and either an appraisal or such Loan Party’s good-faith estimate of the current value of such real property after taking into account any liabilities with respect thereto that impact such fair market value. The Collateral Agent shall notify such Loan Party within ten (10) Business Days of receipt of notice from the Administrative Borrower whether it intends to require any of the Real Property Deliverables referred to below. Upon receipt of such notice, the Loan Party that has acquired such After Acquired Property shall furnish to the Collateral Agent as promptly as reasonably practicable the following, each in form and substance reasonably satisfactory to the Collateral Agent: (i) a Mortgage with respect to such real property and related assets located at the After Acquired Property, duly executed by such Loan Party and in recordable form; (ii) evidence of the recording of the Mortgage referred to in clause (i) above in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to create and perfect a valid and enforceable first priority lien on the After Acquired Property purported to be covered thereby (subject to Permitted Liens) or to otherwise protect the rights of the Agents and the Lenders thereunder, (iii) a Title Insurance Policy, (iv) a survey of such real property, certified to the Collateral Agent and to the issuer of the Title Insurance Policy by a licensed professional surveyor reasonably satisfactory to the Collateral Agent, provided that an existing survey shall be acceptable if sufficient for the applicable title insurance company to remove the standard survey exception and issue survey-related endorsements, (v) if requested, Phase I Environmental Site Assessments with respect to such real property, certified to the Collateral Agent by a company reasonably satisfactory to the Collateral Agent, and (vi) such other documents reasonable and customary or instruments (including guarantees and enforceability opinions of counsel) as the Collateral Agent may reasonably require (clauses (i)-(vi), collectively, the “Real Property Deliverables”). The Borrowers shall pay all reasonable and documented out-of-pocket fees and expenses, including reasonable and documented out-of-pocket fees and expenses of one outside counsel and one local counsel in each relevant jurisdiction, and all title insurance charges and premiums, in connection with each Loan Party’s obligations under this Section 7.01(o).

  • Post-Closing Payment Payment to Shareholder of his portion of the Post-Closing Payment shall be made in the same manner as payments under the Additional Short-Term Note.

  • CONTRIBUTION IN THE EVENT OF JOINT LIABILITY (a) To the fullest extent permissible under applicable law, if the indemnification, hold harmless and/or exoneration rights provided for in this Agreement are unavailable to Indemnitee in whole or in part for any reason whatsoever, the Company, in lieu of indemnifying, holding harmless or exonerating Indemnitee, shall pay, in the first instance, the entire amount incurred by Indemnitee, whether for judgments, liabilities, fines, penalties, amounts paid or to be paid in settlement and/or for Expenses, in connection with any Proceeding without requiring Indemnitee to contribute to such payment, and the Company hereby waives and relinquishes any right of contribution it may have at any time against Indemnitee.

  • Owned Real Estate Neither the Company nor any of its Subsidiaries owns any real property.

  • Closing Payments At the Closing, Parent shall pay or cause to be paid the following amounts by wire transfers of immediately available funds:

  • Post-Closing (a) Take all necessary actions to satisfy the items described on Schedule 7.12 (as may be updated pursuant to this Agreement) within the applicable period of time specified in such Schedule (or such longer period as the Administrative Agent may agree in its sole discretion).

  • Payments of Post-Closing Adjustment Except as otherwise provided herein, any payment of the Post-Closing Adjustment, together with interest calculated as set forth below, shall (A) be due (x) within five (5) Business Days of acceptance of the applicable Closing Working Capital Statement or (y) if there are Disputed Amounts, then within five (5) Business Days of the resolution described in clause (v) above; and (B) be paid by wire transfer of immediately available funds to such account(s) as is directed by Buyer or Sellers, as the case may be.

  • Post-Closing Matters Execute and deliver the documents and complete the tasks set forth on Schedule 6.14, in each case within the time limits specified on such schedule, as such time limits may be extended from time to time by Agent in its reasonable discretion.

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